VENDOR AGREEMENT

THIS VENDOR AGREEMENT (hereinafter "Agreement") is made
and entered into between GoOn-line.com, its assigns, and successors
(hereinafter "GoOn-line") and 5th Avenue Channel,  its assigns, and
successors (hereinafter "5th Avenue"), on this ____th day of June,
1999.  Each of GoOn-line and 5th Avenue shall be referred to as a
"Party" and collectively as the "Parties."
                                       RECITALS

WHEREAS, GoOn-line is in the business of marketing and
selling, via the Internet, goods and products directly to consumers;

WHEREAS, 5th Avenue maintains an inventory of goods and
products and has the ability to ship said goods and products
directly to consumers;

WHEREAS, the Parties desire to enter into an agreement
whereby 5th Avenue will allow and assist GoOn-line in selling its
goods and products on GoOn-line's web site, and 5th Avenue will drop
ship the goods and products directly to the purchaser, in accordance
with the terms and conditions hereof.

NOW, THEREFORE, the Parties hereto agree as follows:

1. APPOINTMENT OF GOON-LINE.  Effective upon execution of
this Agreement, 5th Avenue grants to GoOn-line the
non-exclusive right to market and sell all goods and
products to which the Parties mutually and from time to
time agree (the "Products") may be sold through
GoOn-line's Internet web site or through any other means
in which GoOn-line may obtain orders for said Products.
GoOn-line will have the unrestricted right to market the
Products in any method or manner, at its sole discretion.
The Parties agree that on a periodic basis they will
review and update the available Products subject to this
Agreement.

2.  NOTIFICATIONS.  Immediately upon the receipt of an order for
any particular product, GoOn-line will notify 5th Avenue via
email, or any other agreed upon method of notification, of
said sale (the "Sale Notification").  Within forty eight (48)
hours of receipt of the Sale Notification, 5th Avenue will
either (i) ship the specified Product directly to the
purchaser in accordance with instructions received from
GoOn-line, and notify GoOn-line via email or any other agreed
upon method of notification of the exact date of said
shipment (the "Shipment Notification"), or (ii) notify
GoOn-line of the status of shipment of the specified Product,
including the date when it is anticipated that the specified
Product will be shipped to the purchaser, and subsequently
provide GoOn-line with Shipment Notification within twenty
four (24) hours of shipment.

3.  SHIPPING.  GoOn-line will be responsible for all shipping
charges arising out of this Agreement, and may charge the
purchaser for shipping charges, including a reasonable mark

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up.  5th Avenue will have available at least two (2) shipping
options, namely Ground Shipping and Express Overnight.

4.  PRODUCT PROFIT MARGIN AND PRICING.  The Parties shall
periodically review and mutually agree upon the profit margin
for each Product.  5th Avenue reserves the right to designate
a "lowest selling price" for any Product.

5.  PAYMENT.  GoOn-line will be responsible for processing the
customers payment and will collect the purchase price from
the purchaser upon receipt of the Shipment Notification.
GoOn-line will forward payment to 5th Avenue within ten (10)
days of receipt of the Shipment Notification, minus any
credited returns as set forth in Section 6 hereof.  GoOn-line
will be responsible for applying and collecting any
applicable sales tax.

6.  RETURNS.  GoOn-line will communicate with the purchaser
regarding complaints and returns, and will receive any and
all returns from the purchaser.  Although subject to change
by GoOn-line, it is anticipated that their return policy will
allow purchasers up to thirty (30) days to return Product.
Products deemed to be defective by GoOn-line will be returned
to 5th Avenue, and a credit for the net cost of the Product
will be applied to the next payment due to 5th Avenue in
accordance with Section 5 hereof.  Only Products that are in
re-sellable condition (i.e. the box is intact and the product
not used) shall be returned to 5th Avenue.  Any Products
returned to GoOn-line that is not in a re-sellable condition
shall not be eligible for a return credit and shall be the
property of GoOn-line.

7.  NONSOLICITATION.  Each of the Parties hereto, their
officers, directors, and employees, acknowledge that each
Parties relationships with its employees, customers,
clients, suppliers, sponsors and other persons are
valuable business assets.  The Parties hereto agree that
they shall not, and their officers, directors, agents, and
employees shall not, directly or indirectly, attempt to
solicit or otherwise communicate with the other Party's
suppliers, customers, clients, sponsors, or employees
without the written consent of the affected Party.

8.  TRADEMARKS.  This Agreement shall not entitle either Party
to the use of the other Party's trademarks and other
intellectual property with the written consent of the
affected Party.

9.  PRESS RELEASES AND OTHER MARKETING MATERIALS.  Either
Party to this agreement must obtain approval for any and
all press releases, advertisements, or any other marketing
materials related to the Products, this Agreement, or the
transactions contemplated herein, prior to dissemination.

10.  RELATIONSHIP OF PARTIES.  5th Avenue's relationship to
GoOn-line hereunder shall be that of an independent vendor.
Neither party shall be deemed to be the agent of the other,
and neither shall have the authority to act on behalf of the
other party except in the matter and extent agreed to in
writing.  Nothing contained in this Agreement shall be
construed to imply that 5th Avenue or GoOn-line, or any
employee, agent or other authorized representative of any
such party, is a partner, joint venturer, agent officer or
employee of the other.  Neither party hereto shall have any
authority to bind the other in any respect vis a vis any
third party, it being intended that each shall remain an
independent contractor and responsible only for

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its own actions.  5th Avenue and GoOn-line are independent
contractors, each responsible for its own actions, costs and
expenses.  Neither 5th Avenue nor GoOn-line shall have any
right to, and shall not, commit the other party to any
agreement, contract, or undertaking or waive or compromise
any of such other party's rights against customers or other
parties.

11.  TAXES.  GoOn-line is not responsible for any taxes,
unemployment insurance, insurance, Social Security, or any
local, state, or federal fees and/or taxes incurred by 5th
Avenue, its agents or employees. 5th Avenue is responsible
for all state, local, and federal taxes and fees on all
monies paid to 5th Avenue by GoOn-line.  Conversely,
GoOn-line shall be responsible for all applicable state,
federal, and local taxes and fees on all monies paid to
GoOn-line by its purchasers.

12.  CONFIDENTIAL INFORMATION.  The Parties hereby acknowledges
and agrees that all information disclosed by either Party,
whether written or oral, relating to their business
activities,  customer names, addresses, all operating plans,
information relating to existing services, new or envisioned
products or services and the development thereof, scientific,
engineering, or technical information, marketing or product
promotional material, including brochures, product
literature, plan sheets, and any and all reports generated to
customers, unpublished list of names, and all information
relating to order processing, pricing, cost and quotations,
and any and all information relating to either Party's
relationship with customers, is considered confidential
information, and is proprietary to, and is considered the
invaluable trade secret of the holding party (collectively
"Confidential Information").  Any disclosure of any
Confidential Information by either Party, its employees,
agents or representatives shall cause immediate, substantial,
and irreparable harm and loss to the affected Party, and
their competitive position in the marketplace.  Each Party
desires to keep such Confidential Information in the
strictest confidence, and each Party's agreement to do so is
a continuing condition of the receipt and possession of
Confidential Information, and a material provision of this
Agreement, and a condition that shall survive the termination
of this Agreement.  Consequently, each Party shall use
Confidential Information for the sole purpose of performing
its obligations as provided herein.  Accordingly, each party
agrees:

A.  not to disclose Confidential Information to future or
existing competitors;

B.  to limit dissemination of Confidential Information to
only those employees who have a need to know such
Confidential Information in order perform their
duties as set forth herein;

C.  to return Confidential Information, including all
copies and records thereof, to the respective Party
upon request or termination of the Agreement as
provided herein, whichever occurs first.

13.  TERM AND TERMINATION.  This Agreement shall be for an initial
term of ____ months.  Either Party may terminate this
Agreement at any time upon thirty (30) days written notice
given by the terminating party.  Notwithstanding the above,
if either Party defaults in the performance of any material
obligation in this Agreement, then the non-defaulting party
may

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give written notice to the defaulting party, and if such
default is not cured within ten (10) days following such
notice, the non-defaulting party shall be entitled to
terminate this Agreement.

14.  ENTIRE AGREEMENT.  This Agreement sets forth the entire
agreement and understanding of the Parties hereto with
respect to the transactions contemplated hereby, and
supersedes all prior agreements, arrangements and
understandings related to the subject matter hereof.  No
understanding, promise, inducement, statement of intention,
representation, warranty, covenant or condition, written or
oral, express or implied, whether by statute or otherwise,
has been made by any Party hereto which is not embodied in
this Agreement or the written statements, certificates, or
other documents delivered pursuant hereto or in connection
with the transactions contemplated hereby, and no party
hereto shall be bound by or liable for any alleged
understanding, promise, inducement, statement,
representation, warranty, covenant or condition not so set
forth.

15.  NOTICES.  All notices provided for in this Agreement shall be
in writing signed by the party giving such notice, and
delivered personally or sent by overnight courier or
messenger or sent by registered or certified mail (air mail
if overseas), return receipt requested, or by telex,
facsimile transmission, telegram or similar means of
communication.  Notices shall be deemed to have been received
on the date of personal delivery, telex, facsimile
transmission, telegram or similar means of communication, or
if sent by overnight courier or messenger, shall be deemed to
have been received on the next delivery day after deposit
with the courier or messenger, or if sent by certified or
registered mail, return receipt requested, shall be deemed to
have been received on the third business day after the date
of mailing.  Notices shall be sent to the addresses set forth
below:

If to GoOn-line:
GoOn-line.com

Attn: Scott Claverie
Facsimile (____)

If to 5th Avenue:

5th Avenue Channel


Attn:
Facsimile (___)

16.  CHOICE OF LAW.  This Agreement and the rights of the parties
hereunder shall be governed by and construed in accordance
with the laws of the State of California including all
matters of construction, validity, performance, and
enforcement and without giving effect to the principles of
conflict of laws.

<PAGE>

17.  JURISDICTION.  The parties submit to the jurisdiction of the
Courts of the State of California or a Federal Court
empaneled in the State of California for the resolution of
all legal disputes arising under the terms of this Agreement,
including, but not limited to, enforcement of any arbitration
award.

18.  VENUE.  The parties hereto hereby consent to the venue and
jurisdiction of the Superior Court of the State of
California, Orange County, Central District and waive all
defenses of improper venue or jurisdiction.

19.  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but
all of which shall together constitute one and the same
instrument.

20.  AMENDMENT AND MODIFICATION.  Subject to applicable law, this
Agreement may be amended, modified, or supplemented only by a
written agreement signed by all of the parties hereto.

21.  TITLES AND CAPTIONS.  All section titles or captions
contained in this Agreement are for convenience only and
shall not be deemed part of the context nor affect the
interpretation of this Agreement.

22.   PRONOUNS AND PLURALS.  All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine,
neuter, singular or plural as the identity of the person or
persons may require.

23.  AGREEMENT BINDING.  This Agreement shall be binding upon the
heirs, executors, administrators, successors and assigns of
the parties hereto.

24.  PRESUMPTION.  This Agreement or any Section thereof shall not
be construed against any party due to the fact that said
Agreement or any Section thereof was drafted by said party.

25.  FURTHER ACTION.  The parties hereto shall execute and deliver
all documents, provide all information and take or forbear
from all such action as may be necessary or appropriate to
achieve the purpose of the Agreement.

26.  PARTIES IN INTEREST.  Nothing herein shall be construed to be
to the benefit of any third party, nor is it intended that
any provision shall be for the benefit of any third party.

27.  SAVINGS CLAUSE.  If any provision of this Agreement, or the
application of such provision to any person or circumstance,
shall be held invalid, the remainder of this Agreement, or
the application of such provision to persons or circumstances
other than those as to which it is held invalid, shall not be
affected thereby.

28.  SEVERABILITY.  Should any provision or any part of this
agreement be held unenforceable by any court or arbitrator,
then the remainder of the agreement shall be given full force
and effect and the invalid provision shall be deemed severed
from this agreement.

<PAGE>

IN WITNESS WHEREOF, the Parties have executed this Agreement
as of the date first written above.


GoOn-line.com                          5th Avenue Channel



By:  /s/ Scott Claverie               By:
       Scott Claverie                 Its:
Its:   President