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


                          COMMON STOCK PURCHASE WARRANT

No.  2001-1                                        Issue Date: December 17, 2001

ICOA, INC., a corporation organized under the laws of the State of Delaware (the
"Company"),  hereby  certifies  that,  for  value  received,  GO ONLINE NETWORKS
CORPORATION,  or  assigns, is entitled, subject to the terms set forth below, to
purchase  from the Company from and after December 17, 2002 and at any time from
time  to time before 5:00 p.m., New York time, through five (5) years after such
date  ("Exercise  Date"),  at an aggregate purchase price of One Dollar ($1.00),
such  number  of  shares  of  Common  Stock,  par value $.0001 per share, of the
Company,  as  shall be determined by dividing $100,000 by 75% of the average bid
price  per  share  of  Common  Stock  for the three (3) trading days immediately
preceding the Exercise Date ($100,000 / 75% x the average bid price per share of
Common  Stock  for the three (3) trading days immediately preceding the Exercise
Date)(  "Warrant Shares").  For purposes of this warrant the term Purchase Price
shall  equal  One  Dollar  divided  by the number of Warrant Shares and the term
Expiration  Date  shall  mean  December  17,  2007.

     As  used herein the following terms, unless the context otherwise requires,
have  the  following  respective  meanings:

     (a)     The  term  "Company"  shall  include ICOA, Inc. and any corporation
which  shall  succeed  or  assume  the  obligations  of  ICOA,  Inc.  hereunder.

     (b)     The  term  "Common  Stock" includes (a) the Company's Common Stock,
$.0001  par  value  per share, as authorized, (b) any other capital stock of any
class  or  classes  (however  designated) of the Company, authorized on or after
such  date,  the holders of which shall have the right, without limitation as to
amount,  either  to  all  or  to a share of the balance of current dividends and
liquidating  dividends  after  the payment of dividends and distributions on any
shares entitled to preference, and the holders of which shall ordinarily, in the
absence  of contingencies, be entitled to vote for the election of a majority of
directors of the Company (even if the right so to vote has been suspended by the
happening  of such a contingency) and (c) any other securities into which or for
which  any  of  the  securities  described  in  (a)  or  (b) may be converted or
exchanged  pursuant  to a plan of recapitalization, reorganization, merger, sale
of  assets  or  otherwise.

(c)     The  term  "Other  Securities"  refers  to  any stock (other than Common
Stock)  and  other  securities  of the Company or any other person (corporate or
otherwise)  which  the  holder  of  the Warrant at any time shall be entitled to
receive,  or  shall have received, on the exercise of the Warrant, in lieu of or
in  addition  to  Common  Stock, or which at any time shall be issuable or shall
have  been  issued  in  exchange  for or in replacement of Common Stock or Other
Securities  pursuant  to  Section  4  or  otherwise.

<PAGE>
1.     Exercise  of  Warrant.
       ---------------------

     1.1.     Number  of  Shares Issuable upon Exercise.  From December 17, 2002
              -----------------------------------------
through  and  including the Expiration Date, the holder hereof shall be entitled
to  receive, upon exercise of this Warrant in whole in accordance with the terms
of  subsection  1.2  or upon exercise of this Warrant in part in accordance with
subsection  1.3,  shares  of  Common  Stock.

     1.2.     Full  Exercise.  This  Warrant  may  be  exercised  in full by the
              --------------
holder hereof by delivery of an original or fax copy of the form of subscription
attached  as  Exhibit  A  hereto (the "Subscription Form") duly executed by such
holder  and  surrender of the original Warrant within seven days of exercise, to
the  Company  at  its principal office or at the office of its Warrant agent (as
provided  hereinafter),  accompanied  by  payment, in cash, wire transfer, or by
certified  or  official  bank  check payable to the order of the Company, in the
amount  obtained  by  multiplying the number of shares of Common Stock for which
this  Warrant is then exercisable by the Purchase Price (as hereinafter defined)
then  in  effect.

     1.3.     Partial  Exercise.  This Warrant may be exercised in part (but not
              -----------------
for  a  fractional  share) by surrender of this Warrant in the manner and at the
place provided in subsection 1.2 except that the amount payable by the holder on
such partial exercise shall be the amount obtained by multiplying (a) the number
of  shares  of Common Stock designated by the holder in the Subscription Form by
(b)  the  Purchase  Price  then  in  effect.  On  any such partial exercise, the
Company,  at  its expense, will forthwith issue and deliver to or upon the order
of  the  holder  hereof  a  new Warrant of like tenor, in the name of the holder
hereof or as such holder (upon payment by such holder of any applicable transfer
taxes)  may request, the number of shares of Common Stock for which such Warrant
may  still  be  exercised.

     1.4.     Fair Market Value. Fair Market Value of a share of Common Stock as
              -----------------
of a particular date (the "Determination Date") shall mean the Fair Market Value
of a share of the Company's Common Stock. Fair Market Value of a share of Common
Stock  as  of  a  Determination  Date  shall  mean:

     (a)     If the Company's Common Stock is traded on an exchange or is quoted
on  the  National  Association  of  Securities Dealers, Inc. Automated Quotation
("NASDAQ")  National  Market  System  or  the  NASDAQ  SmallCap Market, then the
closing  or  last  sale  price, respectively, reported for the last business day
immediately  preceding  the  Determination  Date.

     (b)     If  the  Company's  Common Stock is not traded on an exchange or on
the NASDAQ National Market System or the NASDAQ SmallCap Market but is traded in
the  over-the-counter  market, then the mean of the closing bid and asked prices
reported for the last business day immediately preceding the Determination Date.

     (c)     Except  as  provided  in  clause (d) below, if the Company's Common
Stock is not publicly traded, then as the Holder and the Company agree or in the
absence  of  agreement by arbitration in accordance with the rules then standing
of the American Arbitration Association, before a single arbitrator to be chosen
from  a  panel  of  persons  qualified  by education and training to pass on the
matter  to  be  decided.

     (d)     If the Determination Date is the date of a liquidation, dissolution
or  winding  up, or any event deemed to be a liquidation, dissolution or winding
up  pursuant  to the Company's charter, then all amounts to be payable per share
to  holders  of  the  Common  Stock pursuant to the charter in the event of such
liquidation, dissolution or winding up, plus all other amounts to be payable per
share  in respect of the Common Stock in liquidation under the charter, assuming
for  the purposes of this clause (d) that all of the shares of Common Stock then
issuable  upon  exercise  of  all  of  the  Warrants  are  outstanding  at  the
Determination  Date.

<PAGE>
1.5.     Company  Acknowledgment.  The Company will, at the time of the exercise
         -----------------------
of the Warrant, upon the request of the holder hereof acknowledge in writing its
continuing  obligation  to afford to such holder any rights to which such holder
shall  continue  to  be  entitled  after  such  exercise  in accordance with the
provisions  of  this Warrant. If the holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to  such  holder  any  such  rights.

     1.6.     Trustee  for  Warrant  Holders.  In the event that a bank or trust
              ------------------------------
company  shall  have  been  appointed as trustee for the holders of the Warrants
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and  duties  of  a warrant agent (as hereinafter described) and shall accept, in
its  own  name for the account of the Company or such successor person as may be
entitled  thereto,  all  amounts  otherwise  payable  to  the  Company  or  such
successor,  as  the  case  may  be, on exercise of this Warrant pursuant to this
Section  1.


     2.1     Delivery  of  Stock  Certificates,  etc.  on  Exercise. The Company
             ------------------------------------------------------
agrees  that  the shares of Common Stock purchased upon exercise of this Warrant
shall  be  deemed  to be issued to the holder hereof as the record owner of such
shares  as of the close of business on the date on which this Warrant shall have
been  surrendered  and  payment  made  for  such shares as aforesaid. As soon as
practicable  after  the  exercise of this Warrant in full or in part, and in any
event  within  3  days  thereafter,  the  Company  at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of  and  delivered to the holder hereof, or as such holder (upon payment by such
holder  of  any  applicable  transfer  taxes)  may  direct  in  compliance  with
applicable Securities Laws, a certificate or certificates for the number of duly
and  validly  issued,  fully  paid  and nonassessable shares of Common Stock (or
Other Securities) to which such holder shall be entitled on such exercise, plus,
in  lieu  of  any  fractional  share  to  which  such  holder would otherwise be
entitled,  cash  equal to such fraction multiplied by the then Fair Market Value
of  one  full  share,  together  with  any  other  stock or other securities and
property  (including  cash,  where  applicable) to which such holder is entitled
upon  such  exercise  pursuant  to  Section  1  or  otherwise.

     2.2.     Cashless  Exercise.
              -------------------

     (a)     Payment  may be made either in (a) cash or by certified or official
bank check payable to the order of the Company equal to the applicable aggregate
Purchase  Price,  (ii) by delivery of Warrants, Common Stock and/or Common Stock
receivable  upon  exercise of the Warrants in accordance with Section (b) below,
or  (iii)  by  a  combination of any of the foregoing methods, for the number of
Common  Shares specified in such form (as such exercise number shall be adjusted
to reflect any adjustment in the total number of shares of Common Stock issuable
to  the  holder per the terms of this Warrant) and the holder shall thereupon be
entitled  to  receive  the number of duly authorized, validly issued, fully-paid
and  non-assessable  shares  of Common Stock (or Other Securities) determined as
provided  herein.

     (b)     Notwithstanding  any provisions herein to the contrary, if the Fair
Market Value of one share of Common Stock is greater than the Purchase Price (at
the  date of calculation as set forth below), in lieu of exercising this Warrant
for  cash,  upon  consent of the Company, the holder may elect to receive shares
equal to the value (as determined below) of this Warrant (or the portion thereof
being  cancelled)  by  surrender  of this Warrant at the principal office of the
Company together with the properly endorsed Subscription Form in which event the
Company  shall  issue  to the holder a number of shares of Common Stock computed
using  the  following  formula:

<PAGE>

          X=Y  (A-B)
                ---
          _______A


    Where     X=    the  number  of shares of Common Stock to be issued to the
                    holder

              Y=    the  number  of  shares  of  Common Stock purchasable under
                    The Warrant  or, if only a portion of the Warrant is being
                    exercised, the portion of the  Warrant  being  exercised
                    (at  the  date  of  such  calculation)

              A=    the  Fair Market Value of one share of the Company's Common
                    Stock  (at  the  date  of  such  calculation)

              B=    Purchase Price (as adjusted to the date of such calculation)

3.              Adjustment  for  Reorganization,  Consolidation,  Merger,  etc.
                --------------------------------------------------------------

     3.1.     Reorganization, Consolidation, Merger, etc. In case at any time or
              ------------------------------------------
from  time  to  time,  the  Company  shall  (a)  effect  a  reorganization,  (b)
consolidate  with  or  merge  into  any  other  person,  or  (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or  arrangement contemplating the dissolution of the Company, then, in each such
case,  as  a  condition  to  the  consummation of such a transaction, proper and
adequate  provision  shall  be  made  by  the Company whereby the holder of this
Warrant,  on  the exercise hereof as provided in Section 1 at any time after the
consummation  of  such  reorganization, consolidation or merger or the effective
date  of  such  dissolution,  as  the case may be, shall receive, in lieu of the
Common  Stock  (or  Other  Securities)  issuable  on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including  cash)  to  which  such  holder  would  have  been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
holder  had so exercised this Warrant, immediately prior thereto, all subject to
further  adjustment  thereafter  as  provided  in  Section  4.

     3.2.     Dissolution.  In  the  event  of  any  dissolution  of the Company
              -----------
following  the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be  delivered the stock and other securities and property (including cash, where
applicable)  receivable  by the holders of the Warrants after the effective date
of such dissolution pursuant to this Section 3 to a bank or trust company having
its  principal  office  in New York, NY, as trustee for the holder or holders of
the  Warrants.

     3.3.     Continuation  of  Terms.  Upon  any reorganization, consolidation,
              -----------------------
merger  or  transfer (and any dissolution following any transfer) referred to in
this  Section  3,  this  Warrant shall continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable  on  the exercise of this Warrant after the consummation of
such  reorganization,  consolidation  or  merger  or  the  effective  date  of
dissolution  following  any  such  transfer,  as  the  case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in the
case  of any such transfer, the person acquiring all or substantially all of the
properties  or  assets  of  the  Company,  whether or not such person shall have
expressly  assumed  the  terms of this Warrant as provided in Section 4.  In the
event  this  Warrant  does  not  continue  in  full  force  and effect after the
consummation  of  the transaction described in this Section 3, then only in such
event  will  the  Company's  securities  and  property  (including  cash,  where
applicable)  receivable  by  the  holders  of  the  Warrants be delivered to the
Trustee  as  contemplated  by  Section  3.2.

<PAGE>
          3.4.     Share  Issuance.  If  the Company at any time shall issue any
                   ---------------
shares  of  Common  Stock  prior  to the complete exercise of this Warrant for a
consideration  less  than the Purchase Price that would be in effect at the time
of  such  issue,  then,  and  thereafter  successively upon each such issue, the
Purchase  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
Purchase  Price  in  effect  at  the time of such issue and the product shall be
added  to the aggregate consideration, if any, received by the Company 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 Purchase Price.  For
purposes  of  this  adjustment,  the  issuance  of  any  security of the Company
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  Purchase  Price upon the issuance of shares of Common Stock
upon  exercise  of  such  conversion  or  purchase  rights.

     4.     Extraordinary  Events  Regarding Common Stock. In the event that the
            ---------------------------------------------
Company  shall  (a) issue additional shares of the Common Stock as a dividend or
other  distribution  on  outstanding Common Stock, (b) subdivide its outstanding
shares  of  Common  Stock,  or  (c) combine its outstanding shares of the Common
Stock  into  a  smaller number of shares of the Common Stock, then, in each such
event,  the  Purchase  Price  shall,  simultaneously  with the happening of such
event,  be  adjusted  by  multiplying the then Purchase Price by a fraction, the
numerator  of  which  shall  be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of  shares  of  Common  Stock  outstanding immediately after such event, and the
product  so  obtained shall thereafter be the Purchase Price then in effect. The
Purchase  Price, as so adjusted, shall be readjusted in the same manner upon the
happening  of any successive event or events described herein in this Section 4.
The  number  of  shares  of  Common  Stock that the holder of this Warrant shall
thereafter,  on  the  exercise  hereof  as provided in Section 1, be entitled to
receive  shall  be increased to a number determined by multiplying the number of
shares  of  Common  Stock  that  would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is  the  Purchase  Price  that  would  otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on  the  date  of  such  exercise.

     5.     Certificate  as  to  Adjustments.  In each case of any adjustment or
            --------------------------------
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise  of  the  Warrants,  the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with  the  terms  of the Warrant and prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the  facts  upon  which  such  adjustment  or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to  have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities)  outstanding or deemed to be outstanding, and (c) the Purchase Price
and  the  number  of shares of Common Stock to be received upon exercise of this
Warrant,  in  effect immediately prior to such adjustment or readjustment and as
adjusted  or  readjusted as provided in this Warrant. The Company will forthwith
mail  a  copy  of  each  such  certificate  to the holder of the Warrant and any
Warrant  agent  of  the  Company  (appointed  pursuant  to  Section  11 hereof).

     6.     Reservation  of  Stock,  etc.  Issuable  on  Exercise  of  Warrant;
            -------------------------------------------------------------------
Financial  Statements. The Company will at all times reserve and keep available,
        -------------
solely  for issuance and delivery on the exercise of the Warrants, all shares of
Common Stock (or Other Securities) from time to time issuable on the exercise of
the  Warrant.  This  Warrant entitles the holder hereof to receive copies of all
financial and other information distributed or required to be distributed to the
holders  of  the  Company's  Common  Stock.

     7.     Assignment;  Exchange  of  Warrant.  Subject  to  compliance  with
            ----------------------------------
applicable  Securities  laws, this Warrant, and the rights evidenced hereby, may
be  transferred by any registered holder hereof (a "Transferor") with respect to
any  or  all  of the Shares. On the surrender for exchange of this Warrant, with
the  Transferor's  endorsement  in  the  form  of Exhibit B attached hereto (the
Transferor Endorsement Form") and together with evidence reasonably satisfactory
to  the  Company  demonstrating  compliance with applicable Securities Laws, the
Company  at  its  expense  but  with payment by the Transferor of any applicable
transfer  taxes)  will  issue  and  deliver to or on the order of the Transferor
thereof  a  new Warrant or Warrants of like tenor, in the name of the Transferor
and/or  the  transferee(s) specified in such Transferor Endorsement Form (each a
"Transferee"),  calling  in  the  aggregate on the face or faces thereof for the
number  of shares of Common Stock called for on the face or faces of the Warrant
so  surrendered  by  the  Transferor.

<PAGE>
     8.     Replacement  of  Warrant.  On  receipt  of  evidence  reasonably
            ------------------------
satisfactory  to  the  Company  of the loss, theft, destruction or mutilation of
this  Warrant  and,  in  the case of any such loss, theft or destruction of this
Warrant,  on  delivery  of  an  indemnity  agreement  or  security  reasonably
satisfactory  in  form  and  amount  to  the Company or, in the case of any such
mutilation,  on  surrender  and cancellation of this Warrant, the Company at its
expense  will execute and deliver, in lieu thereof, a new Warrant of like tenor.

9.     Warrant  Agent.  The Company may, by written notice to the each holder of
       --------------
the  Warrant, appoint an agent for the purpose of issuing Common Stock (or Other
Securities)  on  the  exercise of this Warrant pursuant to Section 1, exchanging
this  Warrant  pursuant  to  Section  7,  and replacing this Warrant pursuant to
Section  8,  or any of the foregoing, and thereafter any such issuance, exchange
or  replacement, as the case may be, shall be made at such office by such agent.

10.     Transfer  on  the Company's Books.  Until this Warrant is transferred on
        ---------------------------------
the  books of the Company, the Company may treat the registered holder hereof as
the  absolute  owner  hereof for all purposes, notwithstanding any notice to the
contrary.

11.     Governing Law.  This Warrant shall be deemed to be a contract made under
        -------------
the  laws of the State of New York and for all purposes shall be governed by and
construed  in  accordance with the laws of such State applicable to contracts to
be  made  and  performed  entirely  within  such  State.


12.     Descriptive Headings.  Descriptive headings of the several Sections
             --------------------
of  this  Warrant  are  inserted  for  convenience only and shall not control or
affect  the  meaning  or  construction  of  any  of  the  provisions  hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of December
__,  2001.


                                       ICOA,  INC.



                                       By:  /S/
                                          Name:
                                          Title:

<PAGE>

                                   Exhibit  A
                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)

TO:  ICOA,  Inc.

The  undersigned,  pursuant  to the provisions set forth in the attached Warrant
(No.____),  hereby  irrevocably  elects  to  purchase  (check  applicable  box):

___     ________  shares  of  the  Common  Stock  covered  by  such  Warrant; or

___     the  maximum  number  of  shares of Common Stock covered by such Warrant
pursuant  to  the  cashless  exercise  procedure  set  forth  in  Section  2.

The  undersigned  herewith  makes  payment  of  the full purchase price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________.  Such  payment  takes the form of (check applicable box or boxes):

___     $__________  in  lawful  money  of  the  United  States;  and/or

___     the  cancellation  of  such  portion  of  the  attached  Warrant  as  is
exercisable  for  a total of _______ shares of Common Stock (using a Fair Market
Value  of  $_______  per  share  for  purposes  of  this  calculation);  and/or

___     the  cancellation  of  such  number  of  shares  of  Common  Stock as is
necessary,  in  accordance  with the formula set forth in Section 2, to exercise
this  Warrant  with  respect  to  the  maximum  number of shares of Common Stock
purchaseable pursuant to the cashless exercise procedure set forth in Section 2.

The  undersigned requests that the certificates for such shares be issued in the
name  of,  and  delivered  to  ____________________  whose  address  is
_________________________________________________________________________.

The  undersigned  represents  and  warrants  that  all  offers  and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as  amended  (the  "Securities  Act")  or  pursuant  to an exemption from
registration  under  the  Securities  Act.

Dated:___________________               _______________________________________
                                        (Signature  must  conform  to  name  of
                                         holder  as specified on the face of the
                                         Warrant)

                                         _____________________________________
                                         (Address)

<PAGE>
                                       Exhibit  B

                             FORM OF TRANSFEROR ENDORSEMENT
                       (To be signed only on transfer of Warrant)

     For  value  received,  the undersigned hereby sells, assigns, and transfers
unto  the  person(s)  named  below  under  the  heading  "Transferees" the right
represented  by  the  within  Warrant  to  purchase the percentage and number of
shares  of  Common  Stock  of  ICOA,  Inc.  to  which the within Warrant relates
specified  under the headings "Percentage Transferred" and "Number Transferred,"
respectively,  opposite  the  name(s)  of  such person(s) and appoints each such
person Attorney to transfer its respective right on the books of ICOA, Inc. with
full  power  of  substitution  in  the  premises.

                              Transferees    Percentage      Number
                              -----------    Transferred     Transferred
                                             -----------     -----------

Dated:_________,   ___             ____________________________________________

                                  (Signature  must  conform to name of  holder
                                   as specified on the face of the warrant)

Signed  in  the  presence  of:

_______________________________     ____________________________________________
     (Name)                              (address)

                                    ____________________________________________
ACCEPTED  AND  AGREED:                   (address)
[TRANSFEREE]


_________________________________
     (Name)