SECURITY  AGREEMENT
                             -------------------


1.     Identification.
       --------------

     This  Security  Agreement  (the  "Agreement"),  dated  for  identification
purposes  only  May  3,  2001, is entered into by and between Go Online Networks
Corporation,  a Delaware corporation ("Debtor"), Joseph M. Naughton (referred to
herein  individually  as  "Shareholder")  and  Laurus  Master  Fund  Ltd.  (the
"Lender").

2.     Recitals.
       --------

     2.1     The  Lender  has  made  a  loan  to  Debtor  (the  "Loan").

     2.2     The  Loan is evidenced by a certain Secured Convertible Note in the
principal  amount  of $500,000 ("Note") and executed by Debtor as the "Borrower"
thereof,  for  the  benefit  of  Lender  as  the  "Holder"  thereof.

     2.3     In  order  to  induce  Lender to make the Loan, and as security for
Debtor's  performance  of its obligations under the Note and as security for the
repayment  of  the  Loan  and  any  and all other sums due from Debtor to Lender
whether  arising  under  the  Note  issued  pursuant to a Subscription Agreement
entered  into  between Debtor and Lender relating to the Note (the "Subscription
Agreement"),  or  pursuant  to  other written instruments and agreements entered
into  by  the  Debtor  and  Lender, whether before or after the date hereof, and
further specifically including all of the Debtor's obligations arising under the
Note  and  the  Subscription  Agreement  relating  thereto  (collectively,  the
"Obligations"),  Debtor  and  Shareholder  for  good and valuable consideration,
receipt of which is acknowledged, have agreed to grant to the Lender, a security
interest  in  the Collateral (as such term is hereinafter defined), on the terms
and  conditions  hereinafter  set  forth.

     Defined  Terms.  The  following  defined  terms  which  are  defined in the
     --------------
Uniform  Commercial  Code  in effect in the State of New York on the date hereof
are  used  herein as so defined:  Accounts, Chattel Paper, Documents, Equipment,
General  Intangibles,  Instruments,  Inventory  and  Proceeds.

3.     Grant  of  General  Security  Interest  in  Collateral.
       ------------------------------------------------------

     3.1     As  security  for  the  Obligations,  Debtor and Shareholder hereby
grant  the  Lender  a  security  interest  in  the  Collateral.

     3.2     "Collateral"  shall  mean  all  of  the  following  property of the
Shareholder:  the  common stock of the Debtor as set forth on Schedule A hereto,
together  with  medallion signature guaranteed stock powers ("Security Shares").
Such  additional  Collateral  shall  include,  but  not  be  limited to, all the
Shareholder  right,  title  and interest in and to the Security Shares, together
with  the  proceeds  of  any  sale,  exchange, liquidation or other disposition,
whether  voluntary  or  involuntary,  and  including  but  not  limited  to  any
securities,  Instruments,  and  all  benefits  and  entitlements evidenced by or
arising  out  of  the  Security Shares and all other securities, Instruments and
other  property  (whether  real  or  personal, tangible or intangible) issued or
accepted  in  substitution  for,  or  in  addition  to,  the  foregoing, and all
dividends,  interest,  cash,  instruments, distributions, income, securities and
any  other  property  (whether  real or personal, tangible or intangible) at any
time received, receivable or otherwise distributed in respect of, or in exchange
for,  the  foregoing,  whether  now owned or hereafter acquired, and any and all
improvements,  additions,  replacements,  substitutions and any and all Proceeds
arising  out  of  or  derived  from  the  foregoing.

3.3     "Collateral"  shall  also  mean all of the following property of Debtor:

     (a)     All  now  owned and hereafter acquired right, title and interest of
Debtor  in,  to  and in respect of the Kiosks described on Schedule B hereto and
with respect thereto the accounts existing and future leasehold interests in the
Kiosks;

          (b)     All  present  and  future books and records relating to any of
the  above;  and

          (c)     All  products  and  proceeds of the foregoing in whatever form
and  wherever located, including, without limitation, all insurance proceeds and
all  claims against third parties for loss or destruction of or damage to any of
the  foregoing.

     3.4     The  Lender  is  hereby  specifically  authorized  to  transfer any
Collateral  into  the  name  of the Lender and to take any and all action deemed
advisable  to  the  Lender  to  remove  any  transfer restrictions affecting the
Collateral.

4.     Perfection  of  Security  Interest.
       ----------------------------------

     Debtor and Shareholder shall execute and deliver to the Lender the Security
Shares  and corresponding signature guaranteed medallion stock powers, and UCC-1
Financing  Statements  ("Financing Statements") assigning to the Lender security
interests  in Debtor's and Shareholder's right, title and interest in and to the
Collateral.  Debtor  and  Shareholder  hereby  authorize  the  Lender  to  file
Financing  Statements  at  the Debtor's expense, in such filing locations as the
Lender  deems  appropriate.  Debtor  agrees,  at  Debtor's  expense, to file the
Financing  Statements with all jurisdictions necessary for the perfection of the
security  interest  by Lender, in connection with the Collateral (other than the
Security  Shares)  within  thirty days of the date of this Agreement and provide
satisfactory  proof of filing to Lender.  Failure by Debtor to make such filings
shall be deemed an Event of Default under this Agreement and an Event of Default
under  Article  III  of  the Note, for which no notice to cure or cure period is
provided.

5.     Distribution  on  Liquidation.
       -----------------------------

     5.1     If any sum is paid as a liquidating distribution on or with respect
to  the  Collateral,  Shareholder  shall accept same in trust for the Lender and
shall  deliver  same to the Lender to be applied to the Obligations then due, in
accordance  with  the  terms  of  the  Note.

     5.2     Prior  to  any  Event  of  Default (as defined herein), Shareholder
shall  be  entitled  to  exercise  all  voting  power  pertaining  to any of the
Collateral,  provided  such  exercise  is  not  contrary to the interests of the
Lender  and  does  not  impair  the  Collateral.

6.     Further  Action  By  Debtor;  Covenants  and  Warranties.
       --------------------------------------------------------

     6.1     Lender at all times shall have a perfected security interest in the
Collateral  which  shall  be  prior  to  any other unperfected interest therein.
Subject  to  the  security interest described herein, Debtor and Shareholder, as
the  case  may  be,  have and will continue to have full title to the Collateral
free  from any liens, leases, encumbrances, judgments or other claims.  Lender's
security  interest in the Collateral constitutes and will continue to constitute
a  first,  prior  and indefeasible security interest in favor of Lender.  Debtor
and  Shareholder  will  do  all  acts  and things, and will execute and file all
instruments  (including,  but  not  limited  to,  security agreements, financing
statements,  continuation  statements,  etc.)  reasonably requested by Lender to
establish,  maintain  and  continue the perfected security interest of Lender in
the  Collateral,  and  will  promptly  on  demand, pay all costs and expenses of
filing  and  recording,  including the costs of any searches deemed necessary by
Lender  from  time  to  time  to  establish  and  determine the validity and the
continuing  priority  of the security interest of Lender, and also pay all other
claims  and  charges  that  in the opinion of Lender might prejudice, imperil or
otherwise  affect  the  Collateral  or  its  security  interest  therein.

     6.2     Debtor  and  Shareholder  will not sell, transfer, assign or pledge
those  items  of  Collateral  and Debtor and Shareholder will not allow any such
items  to  be  sold, transferred, assigned or pledged, without the prior written
consent of Lender.  Although Proceeds of Collateral are covered by this Security
Agreement,  this shall not be construed to mean that Lender consents to any sale
of  the  Collateral.

     6.3     Debtor  and Shareholder will, at all reasonable times, allow Lender
or  its  representatives  free  and  complete  access  to  all  of Debtor 's and
Shareholder's  records  which  in  any  way  relate  to the Collateral, for such
inspection  and  examination  as  Lender  deems  necessary.

     6.4     Debtor  and  Shareholder,  at  their  sole  cost  and expense, will
protect  and  defend  this  Security  Agreement,  all  of  the  rights of Lender
hereunder,  and  the  Collateral  against  the  claims  and demands of all other
parties.

     6.5     Debtor  and  Shareholder  will  promptly notify Lender of any levy,
distraint  or  other  seizure  by  legal process or otherwise of any part of the
Collateral,  and  of any threatened or filed claims or proceedings that might in
any  way  affect  or  impair  any  of  the  rights of Lender under this Security
Agreement.

     6.6     Debtor  and  Shareholder,  at  their  own  expense,  will  maintain
presently  in  force insurance policies covering losses or damage to those items
of  Collateral  which  constitute physical personal property, if any.   Upon the
occurrence of an Event of Default, Company and Shareholder shall make the Lender
a  loss  payee  thereon.  Lender  is  hereby  irrevocably appointed Debtor's and
Shareholder's attorney-in-fact to endorse any check or draft that may be payable
to  Debtor  or  Shareholder, so that Lender may collect the proceeds payable for
any  loss  under such insurance.  The proceeds of such insurance, less any costs
and  expenses  incurred  or  paid  by Lender in the collection thereof, shall be
applied either toward the cost of the repair or replacement of the items damaged
or  destroyed, or on account of any sums secured hereby, whether or not then due
or  payable.

     6.7     Lender  may,  at  its  option, and without any obligation to do so,
pay,  perform and discharge any and all amounts, costs, expenses and liabilities
herein agreed to be paid or performed by Debtor and Shareholder, and all amounts
expended  by  Lender  in  so  doing shall become part of the Obligations secured
hereby,  and  shall  be immediately due and payable by Debtor and Shareholder to
Lender  upon  demand  and shall bear interest at 18% per annum from the dates of
such  expenditures  until  paid.

6.8     Upon  the  request of Lender, Debtor and Shareholder will furnish within
five  (5)  days  thereafter  to  Lender,  or  to  any permitted assignee of this
Security  Agreement,  a  written  statement in form satisfactory to Lender, duly
acknowledged,  certifying  the  amount  of the principal and interest then owing
under the Obligations, whether any claims, offsets or defenses exist against the
Obligations  or  against  this  Security  Agreement,  or  any  of  the terms and
provisions  of  any  other  agreement  of  Debtor  or  Shareholder  securing the
Obligations.  In  connection  with  any  assignment  by  Lender of this Security
Agreement,  Debtor  and Shareholder hereby agree to cause the insurance policies
required  hereby to be carried by Debtor and Shareholder, if any, to be endorsed
in form satisfactory to Lender or to such assignee, with loss payable clauses in
favor of such assignee, and to cause such endorsements to be delivered to Lender
within  ten  (10)  calendar  days  after  request  therefore  by  Lender.

     6.9     The  Debtor  and  Shareholder  will,  at  Debtor's  expense,  make,
execute,  endorse,  acknowledge,  file and/or deliver to the Lender from time to
time  such vouchers, invoices, schedules, confirmatory assignments, conveyances,
financing  statements,  transfer endorsements, powers of attorney, certificates,
reports  and  other assurances or instruments and take further steps relating to
the  Collateral  and  other  property or rights covered by the security interest
hereby  granted,  as  the  Lender  may  reasonably  require.

     6.10     Shareholder represents and warrants that he is the true and lawful
exclusive  owner  of  the  Security  Shares,  free  and  clear  of any liens and
encumbrances  and  acquired  the Security Shares for purposes of calculating the
holding  period for purposes of Rule 144 under the Securities Act of 1933 ("Rule
144")  on  the  dates  set forth on Schedule A.  Shareholder makes the foregoing
representation  to  the  Lender  and  any transfer agent of the Company's common
stock  as if originally made to such transfer agent.  The Company represents and
warrants  that it is the true and lawful exclusive owner of the Collateral, free
and  clear  of  any  liens  and  encumbrances.

     6.11     Shareholder  and  Debtor  hereby agree not to divest themselves of
any  right  under  the  Collateral  absent prior written approval of the Lender.

     6.12     Debtor  and  Shareholder  will  cooperate  and  provide  such
certificate,  resolutions, representations, legal opinions and all other matters
necessary  to  facilitate  a  transfer  or  sale  of  any part of the Collateral
pursuant  to  Rule 144, or otherwise.  Debtor and Shareholder are unaware of any
impediment  to  the  resale  of the security by the Lender pursuant to Rule 144.
Debtor  and  Shareholder  will  take  no  action  that would impede or limit the
Lender's  ability  to  resell  all  the  Security  Shares  pursuant to Rule 144.

7.     Power  of  Attorney.
       -------------------

     Debtor and Shareholder hereby irrevocably constitute and appoint the Lender
as  the  true  and lawful attorney of Debtor and Shareholder, with full power of
substitution,  in  the place and stead of Debtor and Shareholder and in the name
of  Debtor and Shareholder or otherwise, at any time or times, in the discretion
of  the  Lender,  to  take  any action and to execute any instrument or document
which  the  Lender may deem necessary or advisable to accomplish the purposes of
this  Agreement  which  Debtor  or  Shareholder  fail to take or fail to execute
within five (5) business days of the Lender's reasonable request therefor.  This
power  of  attorney is coupled with an interest, is irrevocable and shall not be
affected  by  any  subsequent disability or incapacity of Debtor or Shareholder.

8.     Performance  By  The  Lender.
       ----------------------------

     If Debtor or Shareholder fails to perform any material covenant, agreement,
duty  or  obligation  of  Debtor or Shareholder under this Agreement, the Lender
may,  at  any time or times in its discretion, take action to effect performance
of  such  obligation.  All  reasonable  expenses  of  the  Lender  incurred  in
connection  with  the  foregoing  authorization  shall  be payable by Debtor and
Shareholder  as  provided  in  Paragraph  12.1  hereof.  No discretionary right,
remedy  or power granted to the Lender under any part of this Agreement shall be
deemed  to  impose any obligation whatsoever on the Lender with respect thereto,
such  rights, remedies and powers being solely for the protection of the Lender.

9.     Event  of  Default.
       ------------------

     An  event  of default ("Event of Default") shall be deemed to have occurred
hereunder  upon the occurrence of any event of default as defined in the Note or
Subscription  Agreement.  Upon  and  after  any  Event  of  Default,  after  the
applicable  cure  period,  if  any,  any  or all of the Obligations shall become
immediately  due and payable at the option of the Lender, for the benefit of the
Lender,  and  the Lender may dispose of Collateral as provided below.  A default
by  Debtor  or Shareholder of any of their material obligations pursuant to this
Agreement including but not limited to the obligations set forth in Section 6 of
this  Agreement,  or  a misrepresentation by Debtor or Shareholder of a material
fact  stated  herein, shall be deemed an Event of Default hereunder and an event
of  default  as  defined  in  the  Obligations.

10.     Disposition  of  Collateral.
        ---------------------------

     10.1     Upon  and  after  any  Event  of Default which is then continuing,

     (a)     The  Lender  may exercise its rights with respect to each and every
component  of  the  Collateral,  without  regard  to  the existence of any other
security  or source of payment for the Obligations or any other component of the
Collateral.  In  addition  to  other  rights and remedies provided for herein or
otherwise  available to it, the Lender shall have all of the rights and remedies
of  a  lender on default under the Uniform Commercial Code then in effect in the
State  of  New  York.

     (b)     If  any  notice  to Shareholder of the sale or other disposition of
Collateral  is required by then applicable law, five (5) days' prior notice (or,
if  longer,  the  shortest  period  of time permitted by then applicable law) to
Debtor and Shareholder of the time and place of any public sale of Collateral or
of the time after which any private sale or any other intended disposition is to
be  made,  shall  constitute  reasonable  notification.

     (c)     The  Lender is authorized, at any such sale, if the Lender deems it
advisable  to  do so, in order to comply with any applicable securities laws, to
restrict the prospective bidders or purchasers to persons who will represent and
agree, among other things, that they are purchasing the Collateral for their own
account  for  investment,  and  not  with  a  view to the distribution or resale
thereof,  or  otherwise to restrict such sale in such other manner as the Lender
deems  advisable  to  ensure  such  compliance.  Sales  made  subject  to  such
restrictions  shall  be  deemed  to  have been made in a commercially reasonable
manner.

     (d)     All  cash  proceeds  received by the Lender in respect of any sale,
collection  or  other enforcement or disposition of Collateral, shall be applied
(after deduction of any amounts payable to the Lender pursuant to Paragraph 12.1
hereof)  against  the  Obligations.   Upon  payment  in full of all Obligations,
Debtor  and  Shareholder  shall  be  entitled  to  the return of all Collateral,
including  cash,  which  has  not  been  used  or  applied toward the payment of
Obligations  or  used  or applied to any and all costs or expenses of the Lender
incurred  in  connection  with the liquidation of the Collateral (unless another
person is legally entitled thereto).  Any assignment of Collateral by the Lender
to  Debtor  or  Shareholder  shall  be without representation or warranty of any
nature  whatsoever  and  wholly  without  recourse.  The Lender may purchase the
Collateral  and pay for such purchase by offsetting any sums owed to such Lender
by  Debtor  or  Shareholder  arising  under the Obligations or any other source.

     (e)     No  exercise by the Lender of any right hereby given it, no dealing
by  the  Lender  with  Debtor,  Shareholder  or any other person, and no change,
impairment  or  suspension of any right or remedy of the Lender shall in any way
affect  any  of  the  obligations  of  Debtor  or  Shareholder  hereunder or any
Collateral  furnished  by Shareholder or give Debtor or Shareholder any recourse
against  the  Lender.

     10.2     The  Collateral  shall  be  released to the Debtor and Shareholder
upon  the  sooner  of  (i) complete satisfaction of the Obligations, or (ii) the
timely  compliance  by  the  Debtor of its registration obligations set forth in
Section  10.1(iv)  of  the  Subscription  Agreement.  Notwithstanding  anything
contained  in  this  Security Agreement, or in the Subscription Agreement to the
contrary,  the  Collateral  that has not been released pursuant to this Security
Agreement  shall  be  released and returned promptly to the Shareholder upon the
effectiveness  of  the  SB-2  registration statement required to be filed by the
Company  pursuant  to  Section  10.1(iv) of the Subscription Agreement, provided
that  no  Event  of  Default has occurred, otherwise the Collateral shall remain
subject  to  this  Agreement until the complete satisfaction of the Obligations.

     10.3     The  Debtor  and  Shareholder,  individually  or  collectively may
substitute  with the Lender prior to the occurrence of an Event of Default a sum
of money equal to the greater of (i) the Mandatory Payment as defined in Section
9.2  of the Subscription Agreement, or (ii) all sums due, payable or accruing on
the  Obligations  through the Maturity Date of the Note as substitute Collateral
and  receive  the Collateral in lieu thereof.  Said sum of money will be held as
Collateral  pursuant  to  this  Security Agreement, and shall be deposited in an
interest  bearing  account  for the benefit of the Debtor or Shareholder, as the
case  may  be,  provided that such Debtor or Shareholder provide to the Lender a
taxpayer  identification  number  and  other  documents  reasonably requested by
Lender.

11.     Waiver  of  Automatic  Stay.  The Debtor and Shareholder acknowledge and
        ---------------------------
agree  that  should  a  proceeding  under  any  bankruptcy  or insolvency law be
commenced  by  or against the Debtor or Shareholder, or if any of the Collateral
(as  defined  in  the  Security  Agreement)  should  become  the  subject of any
bankruptcy  or  insolvency  proceeding,  then  the Lender should be entitled to,
among  other relief to which the Lender may be entitled under the Note, Security
Agreement,  Subscription  Agreement and any other agreement to which the Debtor,
Shareholder,  or  Lender  are  parties,  (collectively  "Loan Documents") and/or
applicable  law,  an  order  from  the  court granting immediate relief from the
automatic  stay  pursuant  to  11  U.S.C.  Section  362  to permit the Lender to
exercise  all  of  its rights and remedies pursuant to the Loan Documents and/or
applicable  law.  THE  DEBTOR AND SHAREHOLDER EXPRESSLY WAIVE THE BENEFIT OF THE
AUTOMATIC  STAY  IMPOSED  BY 11 U.S.C. SECTION 362.  FURTHERMORE, THE DEBTOR AND
SHAREHOLDER  EXPRESSLY  ACKNOWLEDGE AND AGREE THAT NEITHER 11 U.S.C. SECTION 362
NOR  ANY  OTHER  SECTION  OF  THE  BANKRUPTCY  CODE  OR  OTHER  STATUTE  OR RULE
(INCLUDING,  WITHOUT  LIMITATION,  11 U.S.C. SECTION 105) SHALL STAY, INTERDICT,
CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE LENDER TO ENFORCE ANY
OF  ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW.  The
Debtor  and  Shareholder hereby consent to any motion for relief from stay which
may  be filed by the Lender in any bankruptcy or insolvency proceeding initiated
by  or  against  the  Debtor  and Shareholder, and further agree not to file any
opposition  to  any motion for relief from stay filed by the Lender.  The Debtor
and  Shareholder  represent,  acknowledge  and  agree  that  this provision is a
specific  and  material  aspect of this Agreement, and that the Lender would not
agree  to  the  terms  of  this Agreement if this waiver were not a part of this
Agreement.  The  Debtor and Shareholder further represent, acknowledge and agree
that  this waiver is knowingly, intelligently and voluntarily made, that neither
the  Lender  nor  any  person  acting  on  behalf  of  the  Lender  has made any
representations to induce this waiver, that the Debtor and Shareholder have been
represented  (or  has  had  the opportunity to be represented) in the signing of
this  Agreement  and  in  the making of this waiver by independent legal counsel
selected  by the Debtor and Shareholder and that the Debtor and Shareholder have
had  the  opportunity  to  discuss  this  waiver  with  counsel.  The Debtor and
Shareholder further agree that any bankruptcy or insolvency proceeding initiated
by  the  Debtor  or  Shareholder  will  only  be  brought  in  courts within the
geographic  boundaries  of  New  York  State.

12.     Miscellaneous.
        -------------

     12.1     Expenses.  Debtor  shall  pay to the Lender, on demand, the amount
              --------
of  any  and  all reasonable expenses, including, without limitation, attorneys'
fees, legal expenses and brokers' fees, which the Lender may incur in connection
with (a) sale, collection or other enforcement or disposition of Collateral; (b)
exercise  or  enforcement  of  any  the rights, remedies or powers of the Lender
hereunder  or  with  respect to any or all of the Obligations; or (c) failure by
Debtor  or  Shareholder  to  perform  and  observe  any  agreements of Debtor or
Shareholder  contained  herein  which  are  performed  by  the  Lender.

     12.2     Waivers,  Amendment  and  Remedies.  No  course  of dealing by the
              ----------------------------------
Lender  and  no  failure  by  the  Lender to exercise, or delay by the Lender in
exercising,  any  right,  remedy  or  power  hereunder shall operate as a waiver
thereof,  and  no single or partial exercise thereof shall preclude any other or
further  exercise thereof or the exercise of any other right, remedy or power of
the  Lender.  No  amendment,  modification  or  waiver  of any provision of this
Agreement  and  no  consent to any departure by Debtor or Shareholder therefrom,
shall,  in  any  event, be effective unless contained in a writing signed by the
Lender,  and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.  The rights, remedies and
powers  of  the  Lender,  not only hereunder, but also under any instruments and
agreements  evidencing  or securing the Obligations and under applicable law are
cumulative,  and  may be exercised by the Lender from time to time in such order
as  the  Lender  may  elect.

     12.3     Notices.  Any  notice or other communications under the provisions
              -------
of  this  Agreement  shall be given in writing and delivered to the recipient in
person, by reputable overnight courier or delivery service, by facsimile machine
(receipt  conformed)  with  a  copy  sent  by  first  class  mail on the date of
transmission,  or  by  registered  or  certified mail, return receipt requested,
directed  to its address set forth below (or to any new address of which a party
hereto  shall  have  informed  the  other  by the giving of notice in the manner
provided  herein):

     To  Debtor:               Go  Online  Networks  Corporation
                               5681  Beach  Boulevard,  Suite  101
                               Buena  Park,  CA  90621
                               (714)  736-9488  (Telecopier)


And  for  Informational Purposes  only,  a  copy  to:
                               Cutler  Law  Group
                               610  Newport  Center  Drive,  Suite  800
                               Newport  Beach,  CA  92660
                               Attn:  M.  Richard  Cutler,  Esq.
                               (949)  719-1988  (Telecopier)


     To  Shareholder:          Joseph  M.  Naughton
                               c/o  Go  Online  Networks  Corporation
                               5681  Beach  Boulevard,  Suite  101
                               Buena  Park,  CA  90621
                               (714)  736-9488  (Telecopier)


          To  Lender:          LAURUS  MASTER  FUND,  LTD.
                               A  Cayman  Island  corporation
                               C/o  Onshore  Corporate  Services  Ltd.
                               P.O.  Box  1234  G.T.
                               Queensgate  House,  South  Church  Street
                               Grand  Cayman,  Cayman  Islands
                               Fax:  345-949-9877


And  for  Informational
Purposes  Only,  copy  to:     Barbara  R.  Mittman
                               Grushko  &  Mittman,  P.C.
                               551  Fifth  Avenue,  Suite  1601
                               New  York,  New  York  10176
                               Fax:  (212)  697-3575

Any  party  may  change  its  address  by written notice in accordance with this
paragraph.

12.4     Term:  Binding  Effect.  This  Agreement shall (a) remain in full force
         ----------------------
and effect until payment and satisfaction in full of all of the Obligations; (b)
be  binding  upon  Debtor and Shareholder, and their successors and assigns; and
(c)  inure  to  the  benefit  of  the  Lender, for the benefit of the Lender and
Lender's  respective  heirs,  legal  representatives,  successors  in  title and
permitted  assigns.

     12.5     Captions.  The  captions  of  Paragraphs, Articles and Sections in
              --------
this  Agreement  have been included for convenience of reference only, and shall
not  define  or  limit  the  provisions  hereof  and  have  no  legal  or  other
significance  whatsoever.

     12.6     Governing  Law;  Venue;  Severability.  This  Agreement  shall  be
              -------------------------------------
governed  by  and construed in accordance with the laws of the State of New York
without regard to principles of conflicts or choice of law, except to the extent
that  the  perfection  of the security interest granted hereby in respect of any
item  of  Collateral  may  be  governed by the law of another jurisdiction.  Any
legal  action  or  proceeding against the Debtor and Shareholder with respect to
this  Agreement  may be brought in the courts of the State of New York or of the
United  States  for  the  Southern  District  of New York, and, by execution and
delivery  of  this  Agreement,  each  of  the  Debtor  and  Shareholder  hereby
irrevocably  accepts  for  itself  and in respect of its property, generally and
unconditionally,  the  jurisdiction  of  the  aforesaid  courts.  The Debtor and
Shareholder  hereby  irrevocably  waive  any  objection  which  they  may now or
hereafter  have  to  the  laying  of  venue  of  any of the aforesaid actions or
proceedings  arising  out of or in connection with this Agreement brought in the
aforesaid  courts  and hereby further irrevocably waives and agrees not to plead
or  claim  in  any  such court that any such action or proceeding brought in any
such  court has been brought in an inconvenient forum.  If any provision of this
Agreement,  or  the  application  thereof to any person or circumstance, is held
invalid,  such  invalidity  shall  not  affect any other provisions which can be
given  effect  without the invalid provision or application, and to this end the
provisions  hereof  shall be severable and the remaining, valid provisions shall
remain  of  full  force  and  effect.

     12.7     Counterparts/Execution.  This  Agreement  may  be  executed in any
              ----------------------
number  of  counterparts  and  by  the  different signatories hereto on separate
counterparts,  each of which, when so executed, shall be deemed an original, but
all  such  counterparts  shall constitute but one and the same instrument.  This
Agreement  may  be  executed  by  facsimile signature and delivered by facsimile
transmission.


<PAGE>
IN  WITNESS  WHEREOF,  the undersigned have executed and delivered this Security
Agreement,  as  of  the  date  first  written  above.


"DEBTOR"
GO  ONLINE  NETWORKS  CORPORATION
a  Delaware  corporation

     By:  /s/ Joseph M. Naughton

     Its:  President

                              "SHAREHOLDER"



     /s/ Joseph M. Naughton
         JOSEPH  M.  NAUGHTON



     "THE  LENDER"


     /s/ David Grin
LAURUS  MASTER  FUND  LTD.




THIS SECURITY AGREEMENT MAY BE EXECUTED BY FACSIMILE SIGNATURE AND DELIVERED BY
                        CONFIRMED FACSIMILE TRANSMISSION.
<PAGE>
                        SCHEDULE A TO SECURITY AGREEMENT
                        --------------------------------


DEPOSITOR     DEPOSITED  SECURITY  SHARES     STOCK  CERTIFICATE  NUMBERS
---------     ---------------------------     ---------------------------
ACQUISITION  DATE  *
--------------------
JOSEPH  M.  NAUGHTON

     1,340,000  common  shares ($.001 par value per share) of Go Online Networks
     ---------------------------------------------------------------------------
Corporation     3167     6/28/00
 ----------     ----     -------
JOSEPH  M.  NAUGHTON

     960,000  common  shares  ($.001  par value per share) of Go Online Networks
     ---------------------------------------------------------------------------
Corporation     3304     1/12/01
   --------     ----     -------



*  EACH OF THE DEPOSITED SECURITY SHARES WAS INITIALLY ISSUED ON THE ACQUISITION
DATE  AND  FULLY  PAID  FOR  AS  OF  THE  ACQUISITION  DATE.


<PAGE>
                        SCHEDULE B TO SECURITY AGREEMENT
                        --------------------------------


                              "KIOSK DESCRIPTIONS"