GO ONLINE NETWORKS CORPORATION


AN  INVESTMENT  IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST
RELY  ON  THEIR  OWN  ANALYSIS  OF  THE  INVESTMENT  AND ASSESSMENT OF THE RISKS
INVOLVED. SEE THE RISK FACTORS SET FORTH UNDER THAT CERTAIN INVESTMENT AGREEMENT
BY  AND  BETWEEN  GO  ONLINE  NETWORKS CORPORATION, A DELAWARE CORPORATION ("THE
COMPANY")  AND  THE  INVESTOR  REFERENCED  THEREIN.

Warrant  to  Purchase           shares


                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                         GO ONLINE NETWORKS CORPORATION

     THIS CERTIFIES that                         or any subsequent holder hereof
("Holder"),  has  the  right to purchase from GO ONLINE NETWORKS CORPORATION., a
Delaware  corporation  (the  "Company"),  up to "N" fully paid and nonassessable
shares,  wherein  "N" is defined below, of the Company's common stock, $.001 par
value per share ("Common Stock"), subject to adjustment as provided herein, at a
price  equal  to  the  Exercise Price as defined in Section 3 below, at any time
beginning  on  the Date of Issuance (defined below) and ending at 5:00 p.m., New
York,  New York time the date that is three (3) years after the Date of Issuance
(the  "Exercise  Period");  provided,  that, with respect to each "Put," as that
term  is  defined  in  that  certain  Investment  Agreement  (the  "Investment
Agreement")  by  and  between  the  Holder  and  Company, "N" shall equal twelve
percent (12%) of the number of shares of Common Stock purchased by the Holder in
that  Put.

     Holder  agrees  with the Company that this Warrant to Purchase Common Stock
of the Company (this "Warrant") is issued and all rights hereunder shall be held
subject  to  all of the conditions, limitations and provisions set forth herein.

     1.     Date  of  Issuance  and  Term.

     This  Warrant  shall be deemed to be issued on _____________, ______ ("Date
of  Issuance").  The  term  of  this Warrant is three (3) years from the Date of
Issuance.

     2.     Exercise.

     (a)     Manner of Exercise. During the Exercise Period, this Warrant may be
exercised  as to all or any lesser number of full shares of Common Stock covered
hereby  (the "Warrant Shares") upon surrender of this Warrant, with the Exercise
Form  attached  hereto  as  Exhibit  A  (the "Exercise Form") duly completed and
executed,     together  with the full Exercise Price (as defined below) for each
share  of  Common  Stock as to which this Warrant is exercised, at the office of
the Company, Attention: Chief Executive Officer, Go Online Networks Corporation,
3681  Beach  Boulevard,  Suite 101/100 Buena Park, CA  90621, Telephone No.(714)
736-9888,  Telecopy  No. (714)               , or at such other office or agency
as the Company may designate in writing, by overnight mail, with an advance copy
of  the  Exercise  Form  sent to the Company and its Transfer Agent by facsimile
(such  surrender  and  payment  of  the  Exercise  Price  hereinafter called the
"Exercise  of  this  Warrant").

(b)     Date of Exercise. The "Date of Exercise" of the Warrant shall be defined
as the date that the advance copy of the completed and executed Exercise Form is
sent  by  facsimile  to  the  Company,  provided  that  the original Warrant and
Exercise  Form  are  received  by the Company as soon as practicable thereafter.
Alternatively,  the  Date  of Exercise shall be defined as the date the original
Exercise  Form is received by the Company, if Holder has not sent advance notice
by  facsimile. The Company shall not be required to deliver the shares of Common
Stock  to the Holder until the requirements of Section 2(a) above are satisfied.


<PAGE>
     (c)     Cancellation  of  Warrant.  This Warrant shall be canceled upon the
Exercise  of this Warrant, and, as soon as practical after the Date of Exercise,
Holder  shall  be  entitled  to  receive  Common  Stock for the number of shares
purchased  upon  such  Exercise  of  this  Warrant,  and  if this Warrant is not
exercised in full, Holder shall be entitled to receive a new Warrant (containing
terms  identical  to  this Warrant) representing any unexercised portion of this
Warrant  in  addition  to  such  Common  Stock.

     (d)     Holder  of Record. Each person in whose name any Warrant for shares
of Common Stock is issued shall, for all purposes, be deemed to be the Holder of
record  of  such shares on the Date of Exercise of this Warrant, irrespective of
the  date  of  delivery  of the Common Stock purchased upon the Exercise of this
Warrant.  Nothing  in  this Warrant shall be construed as conferring upon Holder
any  rights  as  a  stockholder  of  the  Company.

     3.     Payment  of  Warrant  Exercise  Price.

     The Exercise Price ("Exercise Price"), shall equal 100% of the Market Price
ending  on  the  Pricing  Period End Date (as both are defined in the Investment
Agreement).

Payment  of  the Exercise Price shall be made by cash, bank or cashiers check or
wire  transfer.

     4.     Transfer  and  Registration.

     (a)     Transfer  Rights.  Subject  to  the provisions of Section 8 of this
Warrant,  this  Warrant may be transferred on the books of the Company, in whole
or  in  part,  in person or by attorney, upon surrender of this Warrant properly
completed  and endorsed. This Warrant shall be canceled upon such surrender and,
as  soon  as  practicable  thereafter,  the person to whom such transfer is made
shall be entitled to receive a new Warrant or Warrants as to the portion of this
Warrant transferred, and Holder shall be entitled to receive a new Warrant as to
the  portion  hereof  retained.

     (b)     Registrable Securities. The Common Stock issuable upon the exercise
of  this Warrant constitutes "Registrable Securities" as such term is defined in
the  Investment  Agreement.

     5.     Anti-Dilution  Adjustments.

     (1)     Stock Dividend. If the Company shall at any time declare a dividend
payable  in  shares  of Common Stock, then Holder, upon Exercise of this Warrant
after  the record date for the determination of holders of Common Stock entitled
to  receive  such  dividend,  shall be entitled to receive upon Exercise of this
Warrant,  in  addition  to the number of shares of Common Stock as to which this
Warrant  is  exercised,  such  additional  shares of Common Stock as such Holder
would  have  received  had this Warrant been exercised immediately prior to such
record  date  and  the  Exercise  Price  will  be  proportionately  adjusted.

     (b)     Recapitalization  or  Reclassification. If the Company shall at any
time effect a recapitalization, reclassification or other similar transaction of
such  character  that the shares of Common Stock shall be changed into or become
exchangeable  for  a larger or smaller number of shares, then upon the effective
date  thereof,  the  number  of  shares  of  Common  Stock which Holder shall be
entitled  to  purchase  upon  Exercise  of  this  Warrant  shall be increased or
decreased,  as the case may be, in direct proportion to the increase or decrease
in  the  number  of  shares  of Common Stock by reason of such recapitalization,
reclassification or similar transaction, and the Exercise Price shall be, in the
case  of  an  increase in the number of shares, proportionally decreased and, in
the  case  of  decrease  in the number of shares, proportionally increased.  The
Company shall give Holder the same notice it provides to holders of Common Stock
of  any  transaction  described  in  this  Section  5(b).


<PAGE>
     (c)     Distributions.  If  the Company shall at any time distribute for no
consideration  to  holders  of  Common  Stock cash, evidences of indebtedness or
other  securities  or assets (other than cash dividends or distributions payable
out  of  earned surplus or net profits for the current or preceding years) then,
in  any  such  case,  Holder shall be entitled to receive, upon Exercise of this
Warrant, with respect to each share of Common Stock issuable upon such exercise,
the  amount  of  cash or evidences of indebtedness or other securities or assets
which Holder would have been entitled to receive with respect to each such share
of Common Stock as a result of the happening of such event had this Warrant been
exercised immediately prior to the record date or other date fixing shareholders
to  be affected by such event (the "Determination Date") or, in lieu thereof, if
the  Board  of  Directors of the Company should so determine at the time of such
distribution,  a  reduced  Exercise Price determined by multiplying the Exercise
Price  on  the  Determination  Date by a fraction, the numerator of which is the
result  of  such  Exercise  Price  reduced  by  the  value  of such distribution
applicable  to  one  share  of  Common Stock (such value to be determined by the
Board  of  Directors  of  the  Company in its discretion) and the denominator of
which  is  such  Exercise  Price.

     (d)     Notice  of  Consolidation  or  Merger.  In  the  event of a merger,
consolidation,  exchange  of  shares, recapitalization, reorganization, or other
similar event, as a result of which shares of Common Stock shall be changed into
the same or a different number of shares of the same or another class or classes
of stock or securities or other assets of the Company or another entity or there
is  a  sale  of  all  or  substantially  all  the Company's assets (a "Corporate
Change"),  then  this  Warrant shall be exerciseable into such class and type of
securities  or  other  assets as Holder would have received had Holder exercised
this Warrant immediately prior to such Corporate Change; provided, however, that
Company  may  not  affect  any Corporate Change unless it first shall have given
thirty  (30)  days  notice  to  Holder  hereof  of  any  Corporate  Change.

     (e)     Exercise  Price  Adjusted.  As  used  in  this  Warrant,  the  term
"Exercise  Price" shall mean the purchase price per share specified in Section 3
of  this Warrant, until the occurrence of an event stated in subsection (a), (b)
or  (c) of this Section 5, and thereafter shall mean said price as adjusted from
time  to  time  in  accordance  with  the provisions of said subsection. No such
adjustment  under  this  Section  5  shall  be made unless such adjustment would
change  the  Exercise Price at the time by $.01 or more; provided, however, that
all  adjustments  not  so  made  shall  be  deferred and made when the aggregate
thereof  would  change  the  Exercise  Price  at  the  time  by $.01 or more. No
adjustment  made  pursuant to any provision of this Section 5 shall have the net
effect  of  increasing  the Exercise Price in relation to the split adjusted and
distribution  adjusted price of the Common Stock. The number of shares of Common
Stock  subject  hereto  shall increase proportionately with each decrease in the
Exercise  Price.

     (f)     Adjustments:  Additional Shares, Securities or Assets. In the event
that  at any time, as a result of an adjustment made pursuant to this Section 5,
Holder  shall,  upon Exercise of this Warrant, become entitled to receive shares
and/or  other  securities  or  assets  (other  than Common Stock) then, wherever
appropriate,  all references herein to shares of Common Stock shall be deemed to
refer  to  and  include  such  shares  and/or  other  securities  or assets; and
thereafter  the number of such shares and/or other securities or assets shall be
subject  to  adjustment  from  time to time in a manner and upon terms as nearly
equivalent  as  practicable  to  the  provisions  of  this  Section  5.

     6.     Fractional  Interests.

     No  fractional  shares  or  scrip  representing  fractional shares shall be
issuable  upon  the  Exercise  of this Warrant, but on Exercise of this Warrant,
Holder  may  purchase  only  a  whole  number  of shares of Common Stock. If, on
Exercise  of  this  Warrant,  Holder  would be entitled to a fractional share of
Common  Stock  or  a  right  to acquire a fractional share of Common Stock, such
fractional  share  shall be disregarded and the number of shares of Common Stock
issuable  upon  exercise  shall  be  the  next  higher  number  of  shares.

7.     Reservation  of  Shares.

     The  Company  shall  at  all  times  reserve  for  issuance  such number of
authorized  and unissued shares of Common Stock (or other securities substituted
therefor  as  herein  above provided) as shall be sufficient for the Exercise of
this Warrant and payment of the Exercise Price. The Company covenants and agrees
that upon the Exercise of this Warrant, all shares of Common Stock issuable upon
such  exercise  shall  be duly and validly issued, fully paid, nonassessable and
not  subject  to preemptive rights, rights of first refusal or similar rights of
any  person  or  entity.

     8.     Assignment.

     Holder  may  sell,  transfer,  assign,  pledge or otherwise dispose of this
Warrant,  in whole or in part. Holder shall deliver a written notice to Company,
substantially  in  the  form  of  the  Assignment  attached hereto as Exhibit B,
indicating  the  person or persons to whom the Warrant shall be assigned and the
respective  number  of  warrants  to  be assigned to each assignee.  The Company
shall  effect  the  assignment  within  ten  (10) days, and shall deliver to the
assignee(s)  designated  by Holder a Warrant or Warrants of like tenor and terms
for  the  appropriate  number  of  shares.

<PAGE>

     9.     Benefits  of  this  Warrant.

     Nothing  in this Warrant shall be construed to confer upon any person other
than  the Company and Holder any legal or equitable right, remedy or claim under
this Warrant and this Warrant shall be for the sole and exclusive benefit of the
Company  and  Holder.

     10.     Applicable  Law.

     This  Warrant is issued under and shall for all purposes be governed by and
construed in accordance with the laws of the State of California, without giving
effect  to  conflict  of  law  provisions  thereof.

     11.     Loss  of  Warrant.

     Upon  receipt by the Company of evidence of the loss, theft, destruction or
mutilation  of  this Warrant, and (in the case of loss, theft or destruction) of
indemnity or security reasonably satisfactory to the Company, and upon surrender
and  cancellation  of  this Warrant, if mutilated, the Company shall execute and
deliver  a  new  Warrant  of  like  tenor  and  date.

     12.     Notice  or  Demands.

     Notices  or  demands pursuant to this Warrant to be given or made by Holder
to or on the Company shall be sufficiently given or made if sent by certified or
registered mail, return receipt requested, postage prepaid, and addressed, until
another address is designated in writing by the Company, to the Attention: Chief
Executive  Officer,  Go Online Networks Corporation, 3681 Beach Boulevard, Suite
101/100  Buena  Park,  Ca  90621.  (714)  736-9888;  Telecopy  No.  (714)
 .  Notices  or  demands  pursuant  to  this  Warrant  to be given or made by the
Company to or on Holder shall be sufficiently given or made if sent by certified
or registered mail, return receipt requested, postage prepaid, and addressed, to
the  address of Holder set forth in the Company's records, until another address
is  designated  in  writing  by  Holder.

     IN  WITNESS  WHEREOF,  the  undersigned has executed this Warrant as of the
______  day  of  ________________,  1999


     GO  ONLINE  NETWORKS  CORPORATION

     By:
        Joseph  M.  Naughton,  Chief  Executive  Officer


<PAGE>
                                    EXHIBIT A

                            EXERCISE FORM FOR WARRANT

                       TO: GO ONLINE NETWORKS CORPORATION

     The  undersigned  hereby  irrevocably  exercises  the  right  to  purchase
____________  of  the  shares  of Common Stock (the "Common Stock") of GO ONLINE
NETWORKS  CORPORATION,  a Delaware corporation (the "Company"), evidenced by the
attached  warrant  (the  "Warrant"),  and herewith makes payment of the exercise
price with respect to such shares in full, all in accordance with the conditions
and  provisions  of  said  Warrant.

     1.     The  undersigned requests that stock certificates for such shares be
issued  free  of  any  restrictive  legend,  if  appropriate,  and  a  warrant
representing  any  unexercised portion hereof be issued, pursuant to the Warrant
in  the  name of the undersigned and delivered to the undersigned at the address
set  forth  below:

Dated:


                                    Signature



                                   Print  Name



                                     Address




                                     NOTICE

     The signature to the foregoing Exercise Form must correspond to the name as
written  upon  the  face  of  the  attached Warrant in every particular, without
alteration  or  enlargement  or  any  change  whatsoever.





<PAGE>
                                    EXHIBIT B

                                   ASSIGNMENT

                    (To be executed by the registered holder
                        desiring to transfer the Warrant)

FOR  VALUE  RECEIVED,  the  undersigned  holder  of  the  attached  warrant (the
"Warrant")  hereby sells, assigns and transfers unto the person or persons below
named  the  right  to  purchase  _______ shares of the Common Stock of GO ONLINE
NETWORKS  CORPORATION,  evidenced  by  the  attached  Warrant  and  does  hereby
irrevocably  constitute and appoint _______________________ attorney to transfer
the said Warrant on the books of the Company, with full power of substitution in
the  premises.

Dated:______________________________


     Signature

Fill  in  for  new  registration  of  Warrant:


     Name


     Address


     Please  print  name  and  address  of  assignee
     (including  zip  code  number)


                                     NOTICE

The signature to the foregoing Assignment must correspond to the name as written
upon the face of the attached Warrant in every particular, without alteration or
enlargement  or  any  change  whatsoever.