ASSET  PURCHASE  AGREEMENT
                               --------------------------


     Asset  Purchase  Agreement, dated as of December__, 2001 (the "Agreement"),
between  ICOA, Inc., a Nevada corporation having an address at 111 Airport Road,
Warwick,  Rhode  Island  02889  (the  "Purchaser"),  and  Go  Online  Networks
Corporation,  a  Delaware corporation having an address at 5681 Beach Boulevard,
Buena  Park,  California  90621  (the  "Seller").

                                        RECITALS:
                                        ---------

     The Purchaser desires to acquire from the Seller, and the Seller desires to
sell  and  transfer  to the Purchaser, the assets described in Exhibit A annexed
                                                               ---------
hereto  (the  "Purchased  Assets").

     To  accomplish such purposes and in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  the  parties  hereto  hereby  agree  as  follows:

                                      ARTICLE  I
                                      ----------

                             SALE  AND  PURCHASE  OF  ASSETS
                             -------------------------------


     1.1.     Sale  and  Purchase  of Assets.  Upon the terms and subject to the
              ------------------------------
conditions  of  this  Agreement,  the  Seller  hereby  sells,  assigns, conveys,
transfers  and  delivers  on  the  date hereof to the Purchaser, all of Seller's
right,  title  and  interest in and to the Purchased Assets, in consideration of
the  payment  by  the  Purchaser  of  the  Purchase  Price.

     1.2.     Purchase  Price.  The  full  and  complete  purchase  price  (the
              ---------------
"Purchase Price") for the Purchased Assets shall consist of a five-year warrant,
in the form of Exhibit B annexed hereto (the "Warrant"), exercisable in whole or
               ---------
in  part  at  any time after December __, 2002 (the "Exercise Date"), to acquire
such  number  of shares (the "Warrant Shares") of common stock, par value $.0001
per  share, of the Purchaser ("Common Stock"), at an aggregate purchase price of
One  Dollar  ($1.00),  that  represent,  in  the aggregate, a total value of One
Hundred  Thousand  Dollars  ($100,000),  determined  as of the Exercise Date, as
follows:  The  number  of  Warrant  Shares  shall  be equal One Hundred Thousand
Dollars  ($100,000)  divided  by  seventy  five percent (75%) of the average bid
price  per  share  of  Common  Stock  for the three (3) trading days immediately
preceding  the Exercise Date. The number of Warrant Shares issuable upon Warrant
exercise  shall  be subject to adjustment to reflect stock splits, combinations,
reclassifications  and  other capital changes. The Seller acknowledges that such
number  of  Warrant  Shares  as may be issued upon Warrant exercise have not yet
been  authorized for issuance by the Purchaser, but that the Purchaser will take
appropriate  actions  to  authorize  such  issuance  prior to the Exercise Date.

     1.3.     Expenses.  The  Seller  and  the  Purchaser  shall  pay  their own
              --------
expenses  (including,  without  limitation, attorneys' and accountants' fees and
disbursements)  incident  to  this  Agreement  and the transactions contemplated
hereby.

     1.4.     Restrictive  Legend.  Neither  the  Warrant nor the Warrant Shares
              -------------------
have  been  registered  under  the  Securities  Act  of  1933,  as  amended (the
"Securities  Act"),  or  any  state securities laws. The Seller acknowledges and
agrees  that,  until such time as the Warrant and Warrant Shares shall have been
registered under the Securities Act or the Seller demonstrates to the reasonable
satisfaction  of  the  Purchaser and its counsel that such registration shall no
longer  be  required,  such  securities  may be subject to a stop-transfer order
placed  against  the  transfer  of  such  securities,  and  any  certificates
representing  the Warrant and the Warrant Shares shall bear a restrictive legend
in  substantially  the  following  form:

THESE  SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED
<PAGE>
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR
SALE,  PLEDGED,  HYPOTHECATED  OR  OTHERWISE  TRANSFERRED  IN  THE ABSENCE OF AN
EFFECTIVE  REGISTRATION  STATEMENT  AS  TO  THE  SECURITIES UNDER SAID ACT OR AN
OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT
SUCH  REGISTRATION  SHALL  NO  LONGER  BE  REQUIRED.
     1.5     Certain  Transactions  to  be  Effected  at Closing.  The following
             ---------------------------------------------------
steps  are  being  taken  concurrently  on  the  date  hereof.

          1.5.1.     The Seller is delivering or causing to be delivered, to the
Purchaser  the  following:


               (a)     All  bills  of  sale,  assignments  and  instruments  of
transfer  as shall be necessary or desirable by the Purchaser in order to assign
and  transfer,  or  to  evidence  the  assignment and transfer of, the Purchased
Assets  to  the  Purchaser;  and

               (b)     Such  other documents as shall reasonably be requested by
the Purchaser in order effectively to carry out the transactions contemplated by
this  Agreement,  duly  executed  by  the  Seller  where  appropriate.

          1.5.2.     The Purchaser is delivering, or causing to be delivered, to
the  Seller  the  following:


               (a)     The  Warrant;  and

     (b)     Such other documents as shall reasonably be requested by the Seller
in  order  effectively  to  carry  out  the  transactions  contemplated  by this
Agreement,  duly  executed  by  the  Purchaser  where  appropriate.

                                ARTICLE  II
                                -----------

                REPRESENTATIONS  AND  WARRANTIES  OF  THE  SELLER
                -------------------------------------------------

     The  Seller  represents  and  warrants  to  the  Purchaser  as  follows:

     2.1.     Due  Organization and Authority.  The Seller is a corporation duly
              -------------------------------
organized,  validly existing and in good standing under the laws of the State of
its  incorporation,  and  has full power and authority to own, lease and operate
its  properties  and  assets,  to  carry on its business as now conducted and as
presently  proposed  to  be  conducted,  and to execute, deliver and perform its
obligations under this Agreement (including, without limitation, to transfer the
Purchased  Assets  hereunder).

         2.2.     Agreement Authorized; Binding and Enforceable.  The execution,
                  ---------------------------------------------
delivery  and  performance  by  the  Seller  of  this  Agreement  have been duly
authorized  by all required action on the part of the Seller.  This Agreement is
the valid, legal and binding obligation of the Seller, enforceable against it in
accordance  with  its  terms.

<PAGE>
        2.3.     Title  to Purchased Assets. The Seller has good and marketable
                   --------------------------
title to the  Purchased Assets, free and clear of any and all Liens (hereinafter
defined) and the sale, transfer, assignment and delivery of the Purchased Assets
under this Agreement shall transfer to the Purchaser good and marketable title
to the Purchased  Assets,  free and clear of all liens, mortgages, pledges,
conditional sale agreements, security interests, restrictions, claims, options,
encumbrances or rights of third parties of every kind and nature (collectively,
"Liens").

         2.4  AS  IS/WHERE  IS.  Except as otherwise set forth herein, the
          -----------------
Purchased Assets  are  being  sold  "as  is"  and  "where  is".

         2.5  Securities Law Matters. In connection with its acquisition of the
               ----------------------
Warrant  and  the  Warrant  Shares  (collectively, the "Securities"), the Seller
represents  to  the  Purchaser  that:

(a)     The  Seller  is  (i)  experienced  in  making  investments  of  the kind
described  in this Agreement, (ii) able, by reason of the business and financial
experience  of  its  management, to protect its own interests in connection with
the  transactions  described  in this Agreement, (iii) able to afford the entire
loss  of  its  investment  in the Securities and (iv) an Accredited Investor, as
defined  in  Rule  501  of  the  Securities  Act.


(b)     The Seller understands that the Securities are being offered and sold to
     it  in  reliance  upon exemptions from the registration requirements of the
United  States  federal  securities laws, and that the Purchaser is relying upon
the  truth  and  accuracy of the Seller's representations and warranties, as set
forth  herein, in order to determine the availability of such exemptions and the
eligibility  of  the  Seller  to  acquire  the  Securities.

(c)     The  Seller:  (i)  has  been  provided  with sufficient information with
respect  to  the  business  of  the Purchaser and such documents relating to the
Purchaser  as  the  Seller  has  requested and Seller has carefully reviewed the
same,  including,  without  limitation,  the Purchaser's public filings with the
Securities  and Exchange Commission, (ii) has been provided with such additional
information  with  respect  to  the  Purchaser  and  its  business and financial
condition  as  the Seller, or the Seller's agent or attorney, has requested, and
(iii)  has  had  access  to  management  of the Purchaser and the opportunity to
discuss  the  information  provided  by  management  of  the  Purchaser  and any
questions that the Seller has had with respect thereto have been answered to the
     full  satisfaction  of  the  Seller.

(d)     The  Seller  acknowledges  that  (i) neither the Warrant nor the Warrant
Shares may be transferred unless they are (1) subsequently registered thereunder
     or  otherwise registered pursuant to the Securities Act, or (2) transferred
pursuant to an exemption from such registration.  The provisions of this Section
shall  be  binding  upon  any  subsequent  transferee  of  the  Securities.


                                 ARTICLE  III
                                 ------------

             REPRESENTATIONS  AND  WARRANTIES  OF  THE  PURCHASER
             ----------------------------------------------------

     The  Purchaser  hereby  represents  and  warrants to the Seller as follows:

     3.1.     Due  Organization  and  Authority.  The Purchaser is a corporation
              ---------------------------------
duly  organized,  validly  existing  and  in good standing under the laws of the
State  of  Nevada, and has full corporate power and authority to enter into this
Agreement  consummate  the  transactions  contemplated  hereby  and  thereby and
perform  its  obligations  hereunder  and  thereunder.

<PAGE>
     3.2.     Agreement  Authorized;  Binding  and  Enforceable.  The execution,
              -------------------------------------------------
delivery  and  performance  of  this  Agreement have been duly authorized by all
required  corporate  action on the part of the Purchaser.  This Agreement is the
valid,  legal  and binding obligation of the Purchaser enforceable against it in
accordance  with  its  terms.

                                  ARTICLE  IV
                                  -----------

                               INDEMNIFICATION
                               ---------------

     4.1.     Agreement  to  Indemnify.  The Seller agrees to indemnify and hold
              ------------------------
the  Purchaser,  its  affiliates  and  its  officers,  directors,  shareholders,
members, employees and representatives (the "Indemnified Parties") harmless from
and  against  any  and  all loss, liability, obligation, damage, cost or expense
(including,  without  limitation, reasonable attorneys' fees and disbursements),
directly  or  indirectly  incurred or suffered by or asserted against any of the
Indemnified  Parties  as  a  result  of  (a)  the  breach  by  the Seller of any
representation  or  warranty made by it hereunder or (b) any liability  relating
to  the  Purchased  Assets  arising  prior to the date hereof or relating to any
period prior to the date hereof, including, without limitation, any liability or
obligation  relating  to  the  performance  of  the location contracts and other
agreements  and  licenses  included  in  the  Purchased  Assets.

     4.2.     Conditions of Indemnification.  The obligations and liabilities of
              -----------------------------
the  Seller  under  Section  4.1  with  respect  to  any  claim,  action,  suit,
proceeding,  demand or liability (a "Claim") asserted or instituted by any third
party  on  account  of  any  matter  giving  rise to a claim of indemnity by any
Indemnified  Party  shall  be  subject  to  the  following terms and conditions:

          4.2.1.     The  Indemnified  Party  will  give  the  Seller reasonably
prompt  notice  of  a  Claim,  and the Seller will assume the defense thereof by
representatives  chosen  by  it;  provided,  however, that the Indemnified Party
                                  --------   -------
shall  be  entitled  to  participate  in the defense of such Claim and to employ
counsel  at  its  own  expense  to  assist  in  the  handling  of  such  Claim.

          4.2.2.     If the Seller, within a reasonable time after notice of any
such  Claim,  fails  to  assume the defense thereof, the Indemnified Party shall
(upon  further  notice to the Seller) have the right to undertake the defense or
to  undertake  a compromise or settlement of such Claim on behalf of and for the
account and risk of the Seller, subject to the right of the Seller to assume the
defense  of  such Claim at any time prior to the settlement, compromise or final
determination  thereof.

     4.2.3     Anything in this Section 4.2 to the contrary notwithstanding, (a)
if  there  is a reasonable probability that a Claim may materially and adversely
affect  the  Indemnified  Party other than as a result of money damages or other
money payments, the Indemnified Party shall have the right to defend, at its own
cost  and  expense,  and  to  compromise or settle such Claim and (b) the Seller
shall  not,  without  the written consent of the Purchaser, settle or compromise
any  Claim  or  consent  to  the  entry of any judgment which imposes any future
obligation  on  the  Indemnified  Party  or  which  does  not  include  as  an
unconditional  term  thereof  the giving by the claimant or the plaintiff to the
Purchaser,  a  release  from  all  liability  in  respect  of  such  Claim.

     4.2.4     Any  notice or demand for indemnification shall be accompanied by
all  relevant  documentation,  including  any legal process that has been served
upon the party claiming indemnification. The Indemnified Party shall furnish all
cooperation,  including  access to site, witnesses and records, which the Seller
may  reasonably  request  in  order  to  carry  out  said  indemnification.

<PAGE>
     4.3.     Remedies  Cumulative.  The  remedies  provided  in this Article IV
              --------------------
shall  be  cumulative  and  shall not preclude assertion by the Purchaser of any
other  rights  or  the  seeking  of  any  other  remedies  against  the  Seller.

                                ARTICLE  V
                                ----------

                               MISCELLANEOUS
                               -------------

     5.1.     Survival.  All  indemnifications,  representations  and warranties
              --------
made  by  the parties in this Agreement or in any document, exhibit, schedule or
certificate  furnished  pursuant hereto or in connection herewith, shall survive
the  closing  irrespective  of  any  investigation  made by or on behalf of such
party.

     5.2.     Notices.  All  notices, requests, demands and other communications
              -------
required  or  permitted  to  be given hereunder shall be in writing and shall be
deemed to have been given (a) when received, if delivered in person, or (b) when
sent,  if  sent  by telecopier and confirmed within 48 hours by letter mailed or
delivered  to  the  party  to be notified at its address set forth herein or (c)
three  (3)  business  days following the mailing thereof, if mailed by certified
first class mail, postage prepaid, return receipt requested, in any such case as
follows:

          If  to  the  Seller,  to:

          Go  Online  Networks  Corporation
          5681  Beach  Boulevard
          Buena  Park,  California  90621
          Attention:  President


          If  to  the  Purchaser,  to:

          ICOA,  Inc.
          111  Airport  Road
          Warwick,  Rhode  Island  02889
          Attention:  President


or at such other address or addresses as any party may have advised the other in
the  manner  provided  in  this  Section.

     5.3.     Complete  Agreement.  This  Agreement,  together with its exhibits
              -------------------
and  schedules,  sets  forth the entire agreement of the parties with respect to
the  subject  matter  hereof  and  supersedes  all  prior agreements, contracts,
promises,  representations,  warranties,  statements,  arrangements  and
understandings,  if  any, among the parties hereto or their representatives.  No
waiver,  modification  or  amendment  of any provision, term or condition hereof
shall  be  valid  unless  in  writing  and  signed  by  the  party to be charged
therewith, and any such waiver, modification or amendment shall be valid only to
the  extent  therein  set  forth.

     5.4.     Further  Assurances.  Each  of the parties hereto shall, from time
              -------------------
to time after the closing, upon the request of the other party hereto and at the
expense of such requesting party, duly execute, acknowledge and deliver or cause
to  be  duly  executed, acknowledged and delivered, all such further instruments
and  documents reasonably requested by the other party to further effectuate the
intents  and  purposes  of  this  Agreement.

     5.5.     Public  Announcements.  The  timing  and  text  of  any  public
              ---------------------
announcements  or  statements pertaining to the subject matter of this Agreement
or  the  transactions  contemplated  herein  shall  be mutually agreed to by the
parties  hereto  except  as  may  be  required  by  law  (and  in  the event any
announcement  or  statement  by  a  party is so required by law to be made, such
party shall use its best efforts to consult with the other party prior to making
such  announcement  or  statement).

     5.6.     Governing  Law;  Jurisdiction.  The  validity,  performance,
              -----------------------------
construction  and  effect of this Agreement shall be governed by the substantive
laws  of  the  State  of  New York, without regard to the provisions relating to
conflicts  of  law.

     5.7.     Binding Effect.  This Agreement shall be binding upon and inure to
              --------------
the  benefit of the parties hereto and their respective successors and permitted
assigns.  The  obligations of either party hereunder may not be assigned without
the  other  party's  prior  written  consent.

     5.8.     Separability.  Any  provision  of  this  Agreement  which  may  be
              ------------
determined  by  competent  authority  to  be  prohibited or unenforceable in any
jurisdiction  shall,  as  to  such jurisdiction, be ineffective to the extent of
such  prohibition  or  unenforceability  without  invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or  unenforceability  in  any
jurisdiction  shall not invalidate or render unenforceable such provision in any
other  jurisdiction.

     5.9.  Counterparts.  This  Agreement  may be executed in counterparts, each
           ------------
of  which  shall  be  deemed  an  original and all of which taken together shall
constitute  a  single  agreement.

     5.10.  Captions.  The  captions  appearing  in  this Agreement are inserted
            --------
only as a matter of convenience and for reference and shall in no way affect the
interpretation  or  construction  of  this  Agreement  or  any of the provisions
hereof.


     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed  and  delivered  as  of  the  date  first  above  written.


                              ICOA,  INC.


                              By:  /S/
                                   Name:
                                   Title:


                              GO  ONLINE  NETWORKS  CORPORATION


                              By:  /S/
                                   Name:
                                   Title:

<PAGE>

                                    EXHIBIT A
                                    ---------

                                PURCHASED ASSETS
                                ----------------

                                   [Attached]
                                   ----------


<PAGE>