THIS  NOTE  AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS NOTE AND THE
COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR
SALE,  PLEDGED  OR  HYPOTHECATED  IN  THE  ABSENCE  OF AN EFFECTIVE REGISTRATION
STATEMENT  AS  TO  THIS  NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY  TO  ICOA,  INC.  THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED.


                                  CONVERTIBLE  NOTE
                                  -----------------

     FOR  VALUE RECEIVED, ICOA, INC., a Delaware corporation (hereinafter called
the  "BORROWER"), hereby promises to pay to GO ONLINE NETWORKS CORPORATION, 5681
Beach  Boulevard, Suite 101/100, Buena Park, California 90621, Fax: 345-949-9877
(the "HOLDER") on order, without demand, the sum of One Hundred Thousand Dollars
($100,000), with simple interest accruing at the annual rate of 8%, on or before
June  30,  2002  (the  "Maturity  Date").

     The  following  terms  shall  apply  to  this  Note:

                                      ARTICLE  I

                             DEFAULT  RELATED  PROVISIONS

     1.1     Payment  Grace  Period.  The  Borrower shall have a thirty (30) day
             ----------------------
grace  period to pay any monetary amounts due under this Note, after which grace
period  a default interest rate of twelve percent (12%) per annum shall apply to
the  amounts  owed  hereunder.

     1.2     Conversion  Privileges.  The  Conversion  Privileges  set  forth in
             ----------------------
Article  II  shall  remain  in  full  force and effect immediately from the date
hereof  and  until  the  Note  is  paid  in  full.

     1.3     Interest Rate.   Subject to the Holder's right to convert, interest
             -------------
payable  on  this Note shall accrue at the annual rate of eight percent (8%) and
be  payable  on  the  Maturity  Date,  or  sooner  as  described  below.

                                    ARTICLE  II

                                 CONVERSION  RIGHTS

     The  Holder  shall  have  the  right  to  convert  the principal amount and
interest  due  under this Note into Shares of the Borrower's Common Stock as set
forth  below.

<PAGE>
     2.1.     Conversion  into  the  Borrower's  Common  Stock.
              ------------------------------------------------

     (a)     The  Holder  shall have the right from and after July 30, 2002, and
then  at  any time until this Note is fully paid, to convert any outstanding and
unpaid  principal  portion  of  this  Note,  and  at  the Holder's election, the
interest  accrued  on the Note, (the date of giving of such notice of conversion
being  a  "CONVERSION  DATE") into fully paid and nonassessable shares of common
stock of the Borrower as such stock exists on the date of issuance of this Note,
or  any  shares  of  capital  stock  of the Borrower into which such stock shall
hereafter  be changed or reclassified (the "COMMON STOCK") at a conversion price
per  share equal to 75% of the average bid price for the stock for the 3 trading
days  preceding  the  notice  of conversion (the "CONVERSION PRICE"), subject to
adjustment  as provided in Section 2.1(b) hereof.  Upon delivery to the Borrower
of  the  Holder's written request for conversion (a "Notice of Conversion"), the
Borrower  shall  issue and deliver to the Holder within three business days from
the Conversion Date that number of shares of Common Stock for the portion of the
Note converted in accordance with the foregoing.  At the election of the Holder,
the  Borrower  will  deliver accrued but unpaid interest on the Note through the
Conversion  Date  directly  to  the  Holder within three (3) business days after
receipt  by  the  Company  of the Notice of Conversion.  The number of shares of
Common  Stock to be issued upon each conversion of this Note shall be determined
by  dividing  that  portion  of  the  principal  of the Note to be converted and
interest,  if  any,  by  the  Conversion  Price.

     (b)     The  Conversion  Price described in Section 2.1(a) above and number
and  kind  of shares or other securities to be issued upon conversion determined
pursuant  to  Section  2.1(a),  shall be subject to adjustment from time to time
upon  the  happening  of  certain  events  while  this  conversion right remains
outstanding,  as  follows:

     A.     Merger,  Sale  of  Assets,  etc.  If  the Borrower at any time shall
consolidate  with  or  merge into or sell or convey all or substantially all its
assets  to  any other corporation, this Note, as to the unpaid principal portion
thereof and accrued interest thereon, shall thereafter be deemed to evidence the
right  to  purchase  such  number  and  kind  of  shares or other securities and
property  as  would  have  been  issuable  or  distributable  on account of such
consolidation,  merger,  sale  or  conveyance,  upon  or  with  respect  to  the
securities subject to the conversion or purchase right immediately prior to such
consolidation,  merger,  sale  or  conveyance.  The  foregoing  provision  shall
similarly  apply  to  successive  transactions  of  a similar nature by any such
successor  or  purchaser.  Without limiting the generality of the foregoing, the
anti-dilution  provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.

     B.     Reclassification,  etc.  If  the  Borrower  at  any  time  shall, by
reclassification  or  otherwise,  change  the  Common  Stock  into the same or a
different  number  of  securities  of any class or classes, this Note, as to the
unpaid  principal portion thereof and accrued interest thereon, shall thereafter
be  deemed  to  evidence  the  right  to  purchase  an  adjusted  number of such
securities  and  kind of securities as would have been issuable as the result of
such  change  with  respect  to  the  Common  Stock  immediately  prior  to such
reclassification  or  other  change.

<PAGE>
C.     Stock  Splits, Combinations and Dividends.  If the shares of Common Stock
are  subdivided or combined into a greater or smaller number of shares of Common
Stock,  or  if a dividend is paid on the Common Stock in shares of Common Stock,
the  Conversion Price shall be proportionately reduced in case of subdivision of
shares or stock dividend or proportionately increased in the case of combination
of  shares,  in  each such case by the ratio which the total number of shares of
Common  Stock outstanding immediately after such event bears to the total number
of  shares  of  Common  Stock  outstanding  immediately  prior  to  such  event.

     D.     Share  Issuance.  Subject  to the provisions of this Section, if the
Borrower  at  any  time  shall  issue  any  shares  of Common Stock prior to the
conversion  of  the  entire principal amount of the Note (otherwise than as: (i)
provided in Sections 2.1(b)A, 2.1(b)B or 2.1(b)C or this subparagraph D; or (ii)
pursuant to options, warrants, or other obligations to issue shares, outstanding
on  the  date  hereof;  ((i)  and (ii) above, are hereinafter referred to as the
"EXISTING  OPTION  OBLIGATIONS")  for  a  consideration less than the Conversion
Price  that  would  be in effect at the time of such issue, then, and thereafter
successively  upon  each  such  issue,  the Conversion Price shall be reduced as
follows:  (i) the number of shares of Common Stock outstanding immediately prior
to  such issue shall be multiplied by the Conversion Price in effect at the time
of  such issue and the product shall be added to the aggregate consideration, if
any,  received  by  the  Borrower upon such issue of additional shares of Common
Stock;  and (ii) the sum so obtained shall be divided by the number of shares of
Common  Stock  outstanding immediately after such issue.  The resulting quotient
shall  be  the  adjusted  conversion  price.  Except  for  the  Existing  Option
Obligations  and  options  that may be issued under any employee incentive stock
option  and/or  any  qualified  stock  option  plan adopted by the Borrower, for
purposes  of  this  adjustment,  the  issuance  of  any security of the Borrower
carrying  the  right  to convert such security into shares of Common Stock or of
any  warrant,  right  or  option  to  purchase  Common  Stock shall result in an
adjustment  to  the Conversion Price upon the issuance of shares of Common Stock
upon  exercise  of  such  conversion  or  purchase  rights.

     (d)     The Borrower acknowledges that it does not have a sufficient number
of  authorized  and  unissued shares of Common Stock to issue and deliver to the
Holder in the event of the full conversion of this Note. The Borrower represents
and  warrants  that, it will, by June 30, 2002  take any and all action required
to  provide  for  a  sufficient  number  of shares of Common Stock upon the full
conversion  of  this  Note.  The  Borrower agrees that its issuance of this Note
shall constitute full authority to its officers, agents, and transfer agents who
are charged with the duty of executing and issuing stock certificates to execute
and  issue  the  necessary  certificates  for  shares  of  Common Stock upon the
conversion  of  this  Note.

     2.2     Method  of Conversion.  This Note may be converted by the Holder in
             ---------------------
whole or in part as described in Section 2.1(a) hereof.  Upon partial conversion
of  this  Note,  a new Note containing the same date and provisions of this Note
shall, at the request of the Holder, be issued by the Borrower to the Holder for
the  principal  balance  of  this  Note  and  interest which shall not have been
converted  or  paid.

<PAGE>

                                   ARTICLE III

                                EVENT  OF  DEFAULT

     The  occurrence  of  any  of  the  following  events  of default ("EVENT OF
DEFAULT")  shall, at the option of the Holder hereof, make all sums of principal
and  interest  then  remaining  unpaid  hereon  and  all  other  amounts payable
hereunder  immediately  due  and  payable,  all  without  demand, presentment or
notice, or grace period, all of which hereby are expressly waived, except as set
forth  below:

3.1     Failure  to  Pay  Principal  or Interest.  The Borrower fails to pay the
        ----------------------------------------
principal  or  interest hereon, when due and such failure continues for a period
of  thirty  (30)
      days  after  the  due  date.

     3.2     Breach of Covenant.  The Borrower breaches any material covenant or
             ------------------
other term or condition of this Note in any material respect and such breach, if
subject to cure, continues for a period of thirty (30) days after written notice
to  the  Borrower  from  the  Holder.

     3.3     Breach  of  Representations  and  Warranties.  Any  material
             --------------------------------------------
representation  or  warranty  of  the Borrower made herein, or in any agreement,
statement  or  certificate  given  in  writing  pursuant hereto or in connection
herewith  shall  be  false  or  misleading.

     3.4     Receiver or Trustee.  The Borrower shall make an assignment for the
             -------------------
benefit  of  creditors, or apply for or consent to the appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a  receiver  or  trustee  shall  otherwise  be  appointed.

     3.5     Judgments.  Any money judgment, writ or similar final process shall
             ---------
be  entered or filed against the Borrower or any of its property or other assets
for  more  than  $50,000, and shall remain unvacated, unbonded or unstayed for a
period  of  forty-five  (45)  days.

     3.6     Bankruptcy.  Bankruptcy,  insolvency, reorganization or liquidation
             ----------
proceedings  or  other proceedings or relief under any bankruptcy law or any law
for  the  relief  of  debtors  shall  be  instituted by or against the Borrower.

     3.7     Delisting.  Delisting  of  the  Common  Stock  from  the  NASD  OTC
             ---------
Bulletin  Board, NASDAQ SmallCap Market, NASDAQ National Market System, American
Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the
time  the  principal  trading  exchange  or  market  for  the  Common Stock, the
"Principal  Market");  the  Borrower's failure to comply with the conditions for
listing;  or  notification  that  the  Borrower  is  not  in compliance with the
conditions  for  such  continued  listing.


     3.9     Stop  Trade.  An  SEC  stop trade order or Principal market trading
             -----------
suspension.
<PAGE>

     3.10     Failure  to  Deliver  Common  Stock  or  Replacement  Note.  The
              ----------------------------------------------------------
Borrower's  failure to timely deliver Common Stock to the Holder pursuant to and
in  the  form  required  by  this  Note,  or  if  required  a  replacement Note.

     3.11     Authorized  Capital.  Borrower's  failure  to  obtain  shareholder
              -------------------
approval to increase its authorized capital and/or effect a reverse split of its
Common  Stock  by  June  30,  2002,  so  as  to  result in the Borrower having a
sufficient  number  of shares of Common Stock to issue and deliver to the Holder
in  the  event  of  conversion  of  the  Note.

                                   ARTICLE IV

                                 MISCELLANEOUS

     4.1     Failure  or Indulgence Not Waiver.  No failure or delay on the part
             ---------------------------------
of  the Holder hereof in the exercise of any power, right or privilege hereunder
shall  operate  as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of  any  other  right,  power  or  privilege.  All  rights and remedies existing
hereunder  are  cumulative  to,  and  not  exclusive  of, any rights or remedies
otherwise  available.

     4.2     Notices.  Any notice herein required or permitted to be given shall
             -------
be in writing and shall be deemed effectively given:  (a) upon personal delivery
to  the  party  notified,  (b) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day,  (c)  five  days  after  having  been sent by registered or certified mail,
return  receipt  requested, postage prepaid, or (d) one day after deposit with a
nationally  recognized  overnight  courier,  specifying  next day delivery, with
written  verification  of  receipt.  All  communications  shall  be  sent to the
Borrower  at  its  principal offices located at 111 Airport Road, Warwick, Rhode
Island  02889, facsimile number (401) 739-9215, with a copy to Adam Stein, Esq.,
Cohen  Tauber  Spievack  &  Wagner LLP, 757 Third Ave.- 19th Floor, New York, NY
10017,  and  to  the  Holder  at the address set forth on the first page of this
Note,  with  a  copy  to  Richard  A. Friedman, Esq., 135 West 50th Street, 20th
Floor,  New  York,  New  York 10020, facsimile number (212) 664-7329, or at such
other  address  as  the Borrower or the Holder may designate by ten days advance
written  notice  to  the  other  parties  hereto.

     4.3     Amendment Provision.  The term "Note" and all reference thereto, as
             -------------------
used  throughout  this  instrument,  shall  mean  this  instrument as originally
executed,  or  if  later  amended  or  supplemented,  then  as  so  amended  or
supplemented.

4.4     Assignability.  This  Note  shall  be  binding upon the Borrower and its
        -------------
successors  and  assigns,  and  shall inure to the benefit of the Holder and its
successors  and  assigns,  and  may  be  assigned  by  the  Holder.

     4.5     Cost  of  Collection.  If  default  is  made in the payment of this
             --------------------
Note,  the  Borrower shall pay the Holder hereof reasonable costs of collection,
including  reasonable  attorneys'  fees.


<PAGE>
     4.6     Governing  Law.  This  Note  shall  be governed by and construed in
             --------------
accordance  with the laws of the State of New York, without regard to principles
of  conflicts  of  laws.  Any  action  brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the state of
New  York.  Both  parties  and the individual signing this Note on behalf of the
Borrower  agree  to  submit  to the jurisdiction of such courts.  The prevailing
party  shall  be  entitled  to  recover  from  the  other  party  its reasonable
attorney's  fees  and  costs.  In  the  event that any provision of this Note is
invalid  or unenforceable under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to  the  extent  that it may conflict
therewith  and  shall be deemed modified to conform with such statute or rule of
law.  Any  such provision which may prove invalid or unenforceable under any law
shall not affect the validity or unenforceability of any other provision of this
Note.

     4.7     Maximum  Payments.  Nothing  contained  herein  shall  be deemed to
             -----------------
establish  or  require  the  payment  of  a rate of interest or other charges in
excess  of  the maximum permitted by applicable law.  In the event that the rate
of  interest  required  to be paid or other charges hereunder exceed the maximum
permitted  by such law, any payments in excess of such maximum shall be credited
against  amounts  owed  by  the  Borrower to the Holder and thus refunded to the
Borrower.

     4.8     Prepayment.  This  Note  may be paid (in whole or in part) prior to
             ----------
the  Maturity  Date  without  the  consent  of  the  Holder.

4.9     Construction.  Each  party  acknowledges  that  its  legal  counsel
        ------------
participated in the preparation of this Note and, therefore, stipulates that the
        --
     rule  of  construction  that  ambiguities  are  to  be resolved against the
drafting  party shall not be applied in the interpretation of this Note to favor
any  party  against  the  other.


IN  WITNESS  WHEREOF, the Borrower has caused this Note to be signed in its name
by  its  Chief  Executive  Officer  on  this  ___  day  of  December,  2001.

                                             ICOA,  INC.


                                              By:  /S/




WITNESS:

/S/


<PAGE>
                                           NOTICE  OF  CONVERSION
                                           ----------------------

(To  be  executed  by  the  Holder  in  order  to  convert  the  Note)


     The  undersigned  hereby  elects to convert $_________ of the principal and
$_________  of the interest due on the Note issued by ICOA, INC. on December __,
2001  into Shares of Common Stock of ICOA, INC. (the "Company") according to the
conditions  set forth in such Note, as of the date written below.  The shares of
common  stock  of ICOA, Inc., par value $.0001 per share ("Common Stock") issued
in connection witht eh conversion of the attached Note are (not) being issued in
connection  with  the  sale  of  the  Common  Stock.



Date  of Conversion:___________________________________________________________


Conversion Price:______________________________________________________________


Shares To Be Delivered:________________________________________________________


Signature:_____________________________________________________________________


Print Name:____________________________________________________________________


Address:_______________________________________________________________________

        _______________________________________________________________________


<PAGE>