EXHIBIT A (Form of Note)



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.


                       DATE: SEPTEMBER 21, 1999


NOTE # 01
U.S.$538,462.00


                    GO ONLINE NETWORKS CORPORATION




          SERIES 1999-A EIGHT PERCENT (8%) CONVERTIBLE PROMISSORY NOTE

                         DUE OCTOBER 1, 2001

THIS NOTE is one of a duly authorized issue of Notes (a
"Note" or the "Notes") of Go Online Networks Corporation, a
corporation duly organized and validly existing under the laws of
the State of Delaware (the "Company") designated as its Series
1999-A Eight Percent (8%) Convertible Notes Due October 1, 2001, in
an aggregate principal face value for all Notes of this series of
Five Hundred Thirty-Eight Thousand Four Hundred Sixty-Two and no/100
United States Dollars (US$538,462.00).

FOR VALUE RECEIVED, the Company promises to pay to THE
TRITON PRIVATE EQUITIES FUND, L.P., the registered holder hereof and
its successors and assigns (the "Holder"), the principal sum of Five
Hundred Thirty-Eight Thousand Four Hundred Sixty-Two and no/100
United States Dollars ($538,462.00) on October 1, 2001 (the
"Maturity Date"), and to pay interest on the principal sum
outstanding, at the rate of eight percent (8%) per annum due and
payable in quarterly installments in arrears, on June 30, September
30, December 31 and March 31 of each year during the term of this
Note, with the first such payment to be made on December 31, 1999.
Accrual of interest on the outstanding principal amount, payable in
cash or Common Stock (defined hereinafter) at the Holder's option,
shall commence on the date hereof and shall continue until payment
in full of the outstanding principal amount has been made or duly
provided for. The interest so payable will be paid to the person in
whose name this Note (or one or more predecessor

<PAGE>

Notes) is registered on the records of the Company regarding registration
and transfers of the Note (the "Note Register"); provided, however, that
the Company's obligation to a transferee of this Note arises only if
such transfer, sale or other disposition is made in accordance with
the terms and conditions of that Securities Purchase Agreement of
even date herewith between the Company and The Triton Private
Equities Fund, L.P. (the "Securities Purchase Agreement").

The principal of, and interest on, this Note are payable
in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private
debts, at the address last appearing on the Note Register of the
Company as designated in writing by the Holder hereof from time to
time. The Company will pay the outstanding principal of and any and
all accrued and unpaid interest due upon this Note on the Maturity
Date, less any amounts required by law to be deducted or withheld,
to the record Holder of this Note as of the fifth business day (as
defined in the Securities Purchase Agreement) prior to the Maturity
Date and addressed to such Holder at the last address appearing on
the Note Register. The forwarding of such funds shall constitute a
payment of outstanding principal and interest hereunder and shall
satisfy and discharge the liability for principal and interest on
this Note to the extent of the sum represented by such payment plus
any amounts so deducted or withheld. Except as herein provided, this
Note may not be prepaid without the prior written consent of the
Holder. Interest may at the Holder's option be paid in Common Stock,
with the number of shares of Common Stock to be delivered in payment
of such interest determined by taking the dollar amount of interest
being paid divided by [the average of the closing bid prices for the
Common Stock for the ten (10) trading days prior to the due date of
such interest payment multiplied by ninety percent (.90)].

This Note is subject to the following additional provisions:

1.  Note Exchangeable.    The Note is exchangeable
commencing thirty (30) days from the date hereof for an equal
aggregate principal amount of Notes of different authorized
denominations, as requested by the Holder surrendering the same, but
not of denominations of less than Fifty Thousand United States
Dollars (US$50,000.00) without the Company's written consent. No
service charge will be made for such registration or transfer or
exchange.

2.  Withholding.   The Company shall be
entitled to withhold from all payments of principal or interest
pursuant to this Note any amounts required to be withheld under the
applicable provisions of the United States income tax or other
applicable laws at the time of such payments.

3.   Transfer/Exchange of Note; Registered Holder;
Opinion of Counsel; Legend. This Note has been issued subject to
investment representations of the original purchaser hereof and may
be transferred or exchanged only in compliance with the Securities
Act of 1933, as amended (the "1933 Act") and applicable state
securities laws. Prior to due presentment for transfer of this Note,
the Company and any agent of the Company may treat the person in
whose name this Note is duly registered on the Company's Note
Register as the owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not his Note
be overdue, and neither the Company nor any such agent shall be
affected or bound by notice to the contrary.

<PAGE>

The Holder understands and acknowledges by its acceptance
hereof that (i) except as provided in the Securities Purchase
Agreement and in that Registration Rights Agreement attached as
Exhibit C to the Securities Purchase Agreement (the "Registration
Rights Agreement"), both such documents incorporated herein by
reference, this Note and the shares of common stock in the Company
issuable upon conversion thereof as herein provided ("Conversion
Shares") have not been and are not being registered under the 1933
Act or any state securities laws, and may not be offered for sale,
sold, assigned or transferred unless (a) subsequently registered
thereunder, or (b) the Holder shall have delivered to the Company an
opinion of counsel, reasonably satisfactory in form, substance and
scope to the Company, to the effect that the securities to be sold,
assigned or transferred may be sold, assigned or transferred
pursuant to an exemption from such registration; (ii) any sale of
such securities made in reliance on Rule 144 promulgated under the
1933 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 1933 Act) may require compliance
with some other regulation and/or exemption under the 1933 Act or
the rules and regulations of the United States Securities and
Exchange Commission (the "SEC") thereunder; and (iii) neither the
Company nor any other person is under any obligation to register
such securities under the 1933 Act or any state securities laws
(other than pursuant to the terms of the Securities Purchase
Agreement and the Registration Rights Agreement) or to comply with
the terms and conditions of any exemption thereunder.

Any Conversion Shares issued upon conversion of this
Note, and if applicable, any common stock of the Company issued in
payment of interest as herein provided, shall, if and only to the
extent required by law, bear legends in similar form to the legends
set forth on the first page of this Note.

4.  Conversion of Note into Common Stock;
Redemption by the Company.

(a)  The Holder of this Note is entitled, at its
option, at any time commencing the earlier of (i) the date on which
the Registration Statement (as defined in the Securities Purchase
Agreement) is declared effective by the SEC; or (ii) the date which
is one hundred twenty (120) days after the date first written at the
top of this Note, to convert all or a portion of the original
principal face amount of this Note into shares of common stock in
the Company, $.001 par value per share (defined herein as the
"Common Stock"), at a conversion price (the "Conversion Price") for
each share of Common Stock equal to the lesser of (x) one hundred
twenty-five percent (125%) of the closing bid price for the Common
Stock on the date of issuance of this Note, or (y) a percentage (the
"Applicable Percentage") of the average of the three (3) lowest
closing bid prices for the Common Stock for the twenty (20) trading
days immediately preceding the Conversion Date (as hereinafter
defined), as reported on the National Association of Securities
Dealers OTC Bulletin Board Market (or on such other national
securities exchange or market as the Common Stock may trade at such
time). The Applicable Percentage shall be equal to the following:
(i) for conversions made on or before 120 days after the date of
this Note, 105%; (ii) for conversions made between 121 and 150 days
after the date of this Note, 103%; (iii) for conversions made
between 151 and 180 days after the date of this Note, 100%; (iv) for
conversions made between 181 and 210 days after the date of this
Note, 97%; or (v) for conversions made after 210 days after

<PAGE>

the date of this Note, 95%.

Any conversion of this Note shall be achieved by
submitting to the Company the fully completed form of conversion
notice attached hereto as Exhibit I (a "Notice of Conversion"),
executed by the Holder of this Note evidencing such Holder's
intention to convert this Note or the specified portion (as herein
provided) hereof. A Notice of Conversion may be submitted via
facsimile to the Company at the telecopier number for the Company
provided in the Securities Purchase Agreement (or at such other
number as requested in advance of such conversion in writing by the
Company), and if so submitted the original Notice of Conversion
shall be delivered to the Company within three (3) business days
thereafter. The Company and the Holder shall each keep records with
respect to the portion of this Note then being converted and all
portions previously converted; upon receipt by the Holder of the
requisite Conversion Shares, the outstanding principal amount of the
Note shall be reduced by the amount specified in the Notice of
Conversion resulting in such Conversion Shares. The Company may from
time to time, but is not required to, instruct the Holder and the
Holder shall surrender this Note along with the Notice of Conversion
for the purposes of making a notation thereon as to the amount of
principal being converted, or of canceling this Note and issuing a
new Note in the same form with the principal amount of such Note
reduced by the amount converted. Such new or notated Note shall be
delivered to the Holder within three (3) business days after such
Holder's surrender to the Company. No fractional shares or scrip
representing fractions of shares will be issued on conversion, but
the number of shares issuable shall be rounded to the nearest whole
share. Accrued interest on the converted portion of the Note shall
be payable upon conversion thereof, in cash or Common Stock at the
Conversion Price, at the Company's option. The date on which a
notice of conversion is given (the "Conversion Date") shall be
deemed to be either the date on which the Company receives from the
Holder an original Notice of Conversion duly executed, or, if
earlier, the date set forth in such Notice of Conversion if the
original Notice of Conversion is received by the Company within
three (3) business days thereafter.

In all cases, the Company shall deliver the Conversion
Shares to the Holder within three (3) business days after the
Conversion Date with respect to such Conversion Shares being
delivered, and at the address specified in the Notice of Conversion.
The Company acknowledges that the Securities Purchase Agreement
requires that the Company pay liquidated damages for late or
non-delivery of Conversion Shares.

Subject to the provisions of Paragraph 4(b) hereof, at
the Maturity Date, the remaining portion of this Note which remains
unconverted, if any, plus accrued interest shall be automatically
converted into shares of Common Stock as of the Maturity Date, as if
the Holder had converted the remaining portion of this Note
according to the provisions of this Section 4, with the Conversion
Date being equivalent in such event to the Maturity Date, as if the
Holder had provided the Company with a Notice of Conversion with
respect to the outstanding principal amount of this Note on the
Maturity Date. Other than a conversion made on the Maturity Date in
accordance with this paragraph, conversions of this Note must be
effected in increments of at least Ten Thousand U.S. Dollars
($10,000) of principal amount of this Note (or such lesser
outstanding principal amount of this Note).

<PAGE>

(b)  Notwithstanding anything herein to the
contrary, the Company shall have the right (but not the obligation)
to redeem all or any portion of this Note, provided the Company is
not then in violation of any of its obligations under this Note or
under the Securities Purchase Agreement or any addenda thereto,
under the following conditions. At any time prior to delivery of any
Notice of Conversion (in this Section 4(b), a "Notice") to the
Company by the Holder in accordance with the terms of this Note, the
Company may give to the Holder notice (a "Redemption Notice") that
it intends to pay the Holder the Cash Redemption Amount (as
hereinafter defined) with respect to all or such portion of the Note
referred to in the Redemption Notice. The "Cash Redemption Amount"
shall be equal to one hundred percent (100%) of the face amount of
the portion of the Note to be redeemed pursuant to the Redemption
Notice, and shall be paid to the Holder according to the Holder's
written instructions to the Company within three (3) business days
after delivery of the Redemption Notice with respect to such Note or
portion thereof to be redeemed. If the Company does not redeem
within the time limits herein specified and according to the terms
of this Section 4(b), then unless waived by the Holder, the
Redemption Notice shall be null and void, and the Holder may convert
all or such portion of this Note as the Holder in its discretion
determines.

5.  Obligations of the Company Herein are
Unconditional.  No provision of this Note shall alter or impair the
obligation of the Company, which obligation is absolute and
unconditional, to repay the principal amount of this Note at the
time, place, rate, and in the coin currency, hereinabove stated.
This Note and all other Notes now or hereafter issued in replacement
of this Note on the same or similar terms are direct obligations of
the Company. This Note ranks at least equally with all other Notes
now or hereafter issued under the terms set forth herein. The
Conversion Price and number of shares of Common Stock issuable upon
conversion shall be subject to adjustment from time to time as
provided in Section 6 below.

6.  Adjustments.

(a)  In the event the Company should at any time or
from time to time, after the date of this Note, fix a record date
for the effectuation of a split or subdivision of the outstanding
shares of Common Stock or the determination of holders of Common
Stock entitled to receive a dividend or other distribution payable
in additional shares of Common Stock (equal to at least ten percent
(10%) or more of the Company's then issued and outstanding shares of
Common Stock) or other securities or rights convertible into, or
entitling the holder thereof to receive directly or indirectly
additional shares of Common Stock (hereinafter referred to as
"Common Stock Equivalents") without payment of any consideration by
such holder for the additional shares of Common Stock or the Common
Stock Equivalents (including the additional shares of Common Stock
issuable upon conversion or exercise thereof), then, as of such
record date (or the date of such dividend, distribution, split or
subdivision if no record date is fixed), the Conversion Price shall
be appropriately decreased so that the number of shares of Common
Stock issuable on conversion of this Note shall be increased in
proportion to such increase in the aggregate number of shares of
Common Stock outstanding and those issuable with respect to such
Common Stock Equivalents.

(b)  If the number of shares of Common Stock outstanding at any time
after the date of this Note is decreased by a combination of the
outstanding shares of Common Stock, then,

<PAGE>

following the record date of such combination, the Conversion Price
shall be appropriately increased so that the number of shares of
Common Stock issuable upon conversion of this Note shall be
decreased in proportion to such decrease in outstanding shares.

(c) In the event the Company, at any time while
all or any portion of this Note is outstanding, shall be
consolidated with or merged into any other corporation or
corporations or shall sell or lease all or substantially all of its
property and business as an entirety, then lawful provisions shall
be made as part of the terms of such consolidation, merger, sale or
lease so that the holder of this Note may thereafter receive in lieu
of such Common Stock otherwise issuable to such holder upon
conversion of this Note, but at the conversion rate which would
otherwise be in effect at the time of conversion, as hereinbefore
provided, the same kind and amount of securities or assets as may be
issuable, distributable or payable upon such consolidation, merger,
sale or lease with respect to Common Stock of the Company.

7.  Reservation of Shares.  The Company
shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of this Note, such number of its shares of
Common Stock as shall from time to time be sufficient to effect the
conversion of all of the outstanding principal amount, and if at any
time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of this Note, in
addition to such other remedies as shall be available to Holder, the
Company will take such corporate action as may, in the opinion of
its counsel, be necessary to increase the number of authorized but
unissued shares of Common Stock to such number of shares as shall be
sufficient for such purposes, including without limitation, using
its best efforts to obtain the requisite stockholder approval
necessary to increase the number of authorized shares of the
Company's Common Stock.

8.  Note Holder Not Deemed a Stockholder.   No Holder, as such, of this
Note shall be entitled (prior to conversion of this Note into Common Stock,
and only then to the extent of such conversion) to vote or receive dividends
or be deemed the holder of shares of the Company for any purpose, nor shall
anything contained in this Note 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 Note of the Conversion
Shares which he or she is then entitled to receive upon the due
conversion of all or a portion of this Note. Notwithstanding the
foregoing, the Company will provide the Holder 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.

9.  No Limitation on Corporate Action.  No provisions of this Note
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.

<PAGE>

10.  Representations of Holder.  Upon conversion of all or a portion of
this Note, the Holder shall confirm in writing, in a form reasonably
satisfactory to the Company, that the Conversion Shares so purchased are
being acquired solely for the Holder's own account and not as a nominee for
any other party, and that such Holder is an Accredited Investor (as
defined in Rule 501(a) of Regulation D promulgated under the 1933
Act). The Company acknowledges that Holder's duly executed
certification on the Notice of Conversion is satisfactory
confirmation of the facts set forth in the immediately preceding
sentence. If such Holder cannot make such representations because
they would be factually incorrect, it shall be a condition to such
Holder's conversion of all or a portion of the Note that the Company
receive such other representations as the Company considers
reasonably necessary to assure the Company that the issuance of its
securities upon conversion of the Note shall not violate any United
States or state securities laws.

11.  Waiver of Demand, Presentment, Etc.  The
Company hereby expressly waives demand and presentment for payment,
notice of nonpayment, protest, notice of protest, notice of
dishonor, notice of acceleration or intent to accelerate, bringing
of suit and diligence in taking any action to collect amounts called
for hereunder and shall be directly and primarily liable for the
payment of all sums owing and to be owing hereunder, regardless of
and without any notice, diligence, act or omission as or with
respect to the collection of any amount called for hereunder.

12.   Attorney's Fees.   The Company agrees to
pay all costs and expenses, including without limitation reasonable
attorney's fees, which may be incurred by the Holder in collecting
any amount due under this Note or in enforcing any of Holder's
conversion rights as described herein.

13.  Default.   If one or more of the following
described "Events of Default" shall occur:

(a)  The Company shall continue in default in the
payment of principal or interest on this Note for a period of ten
(10) days after a notice of default is received by the Company with
respect to any such payment, or the Company shall not timely honor
any Notice of Conversion as specified herein and in the Securities
Purchase Agreement; or

(b)   Any of the representations or warranties made
by the Company herein, in the Securities Purchase Agreement, the
Registration Rights Agreement, or in any certificate or financial or
other written statement heretofore or hereafter furnished by or on
behalf of the Company in connection with the execution and delivery
of this Note or the Securities Purchase Agreement or the
Registration Rights Agreement shall be false or misleading in any
material respect at the time made and the Holder shall have provided
seven (7) days prior written notice to the Company of the alleged
misrepresentation or breach of warranty and the same shall continue
uncured for a period of seven (7) days after such written notice
from the Holder; or

(c)   The Company shall fail to perform or observe,
in any material respect, any other covenant, term, provision,
condition, agreement or obligation of the Company under this

<PAGE>

Note or the Securities Purchase Agreement and such failure shall continue
uncured for a period of seven (7) days after written notice from the
Holder of such failure; or

(d)   The Company shall either:  (i) become
insolvent; (ii) admit in writing its inability to pay its debts
generally or as they become due; (iii) make an assignment for the
benefit of creditors or commence proceedings for its dissolution; or
(iv) apply for, or consent to the appointment of, a trustee,
liquidator, or receiver for its or for a substantial part of its
property or business; or

(e)   A trustee, liquidator or receiver shall be
appointed for the Company or for a substantial part of its property
or business without the Company's consent and such appointment is
not discharged within sixty (60) days after such appointment; or

(f)   Any governmental agency or any court of
competent jurisdiction at the instance of any governmental agency
shall assume custody or control of the whole or any substantial
portion of the properties or assets of the Company and shall not be
dismissed within sixty (60) days thereafter; or

(g)  Any money judgment, writ or Note of
attachment, or similar process in excess of Three Hundred Fifty
Thousand United States Dollars (US$350,000.00) in the aggregate
shall be entered or filed against the Company or any of its
properties or assets and shall remain unpaid, unvacated, unbonded or
unstayed for a period of fifteen (15) days or in any event later
than five (5) days prior to the date of any proposed sale
thereunder; or

(h)  Bankruptcy, reorganization, insolvency or
liquidation proceedings or other proceedings for relief under any
bankruptcy law or any law for the relief of debtors shall be
instituted by or against the Company and, if instituted against the
Company, shall not be dismissed within sixty days after such
institution or the Company shall by any action or answer approve of,
consent to, or acquiesce in any such proceedings or admit the
material allegations of, or default in answering a petition filed
in, any such proceeding; or

(i)  The Company shall have its Common Stock
delisted from the OTC Bulletin Board Market or suspended from
trading thereon, and shall not have its Common Stock relisted on the
same or another national securities exchange, or have such
suspension lifted, as the case may be, within ninety days after such
delisting or suspension; or

(j)  The Company shall have received a notice of
default on the payment of any debt(s) aggregating in excess of Three
Hundred Fifty Thousand United States Dollars (US$350,000.00) beyond
any applicable grace period;

then, or at any time thereafter, and in any and every such case,
unless such Event of Default shall have been waived in writing by
the Holder (which waiver in one instance shall not be deemed to be a
waiver in another instance or for any other prior or subsequent
Event of Default) at the option of the Holder and in the Holder's
sole discretion, the Holder may immediately accelerate the maturity

<PAGE>

hereof, whereupon all principal and interest hereunder shall be
immediately due and payable, without presentment, demand, protest or
notice of any kind, all of which are hereby expressly waived by the
Company, anything herein or in any Note or other instrument
contained to the contrary notwithstanding, and the Holder may
immediately, and upon the expiration of any period of grace, enforce
any and all of the Holder's rights and remedies provided herein or
any other rights or remedies afforded by law or equity.

14.  Note a General Unsecured Obligation of the
Company.   This Note represents a general unsecured obligation of
the Company. No recourse shall be had for the payment of the
principal of, or the interest on, this Note, or for any claim based
thereon, or otherwise in respect hereof, against any incorporator,
shareholder, officer, director, or agent of the Company or any
successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof,
expressly waived and released.

15.  Enforceability.   In case any provision
of this Note is held by a court of competent jurisdiction to be
excessive in scope or otherwise invalid or unenforceable, such
provision shall be adjusted rather than voided, if possible, so that
it is enforceable to the maximum extent possible, and the validity
and enforceability of the remaining provisions of this Note will not
in any way be affected or impaired thereby.

16.  Entire Agreement.  This Note and Exhibit I
attached hereto, the Securities Purchase Agreement and the Exhibits
attached thereto and the Registration Rights Agreement and the
Exhibits attached thereto (if any) constitute the full and entire
understanding between the Company and the Holder with respect to the
subject matter hereof and thereof. Neither this Note nor any term
hereof may be amended, waived, discharged or terminated other than
by a written instrument signed by the Company and the Holder.

17.  Governing Law.   This Note shall be
governed by and construed in accordance with the laws of the state
of Delaware without giving effect to applicable principles of
conflict of law.

18.  Headings.  Headings in this Note are for
convenience only, and shall not be used in the construction of this
Note.

<PAGE>

IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed by an officer thereunto duly
authorized, all as of the date first hereinabove written.


GO ONLINE NETWORKS CORPORATION


By: /s/ Joseph M. Naughton

Mr. Joseph M. Naughton,
Chief Executive Officer

<PAGE>

                                     EXHIBIT I

                                 NOTICE OF CONVERSION


         (To Be Executed by the Registered Holder in Order to Convert the Note)


The Undersigned hereby irrevocably elects to convert $
of the Eight Percent (8%) Convertible Note Due October 1, 2001,
No. 01, into shares of Common Stock of Go Online Networks Corporation
(the "Company"), according to the terms and conditions set forth in such
Note, as of the date written below.  If securities are to be issued to a
person other than the Undersigned, the Undersigned agrees to pay all
applicable transfer taxes with respect thereto.

The Undersigned represents that it, as of this date, is
an "accredited investor" as such term is defined in Rule 501(a) of
Regulation D promulgated by the SEC under the 1933 Act.

The Undersigned also represents that the Conversion
Shares are being acquired for the Holder's own account and not as a
nominee for any other party. The Undersigned represents and warrants
that all offers and sales by the Undersigned of the Conversion
Shares shall be made pursuant to registration of the same under the
1933 Act, or pursuant to an exemption from registration under the
1933 Act. The Undersigned acknowledges that the Conversion Shares
shall if (and only if) required by law contain the legend contained
on page 1 of the Note.


Conversion Date:*

Applicable Conversion Price:

Holder (Print True Legal Name):



Signature of Duly Authorized Representative of Holder)

Address of Holder:





* This original Notice of Conversion must be received by the Company
by the third business day following the Conversion Date.