FUNDS ESCROW AGREEMENT
                             ----------------------


     This  Agreement  is  dated  as  of the 3rd day of May, 2001 among Go Online
Networks Corporation, a Delaware corporation (the "Company"), Laurus Master Fund
Ltd.  ("Subscriber"),  and  Barry  Deonarine,  Esq.  (the  "Escrow  Agent"):

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  the  Company  and  Subscriber  have  entered  into a Subscription
Agreement  ("Subscription Agreement") calling for the sale by the Company to the
Subscribers of Convertible Notes ("Notes") and issuance of Common Stock Purchase
Warrants  ("Warrants") to certain Warrant Recipients, in the aggregate principal
amounts  and  in  the  denominations  set  forth  on  Schedule  A  hereto;  and

     WHEREAS,  the  parties  hereto  require  the  Company  to deliver the Notes
against  payment  therefor,  with  such Notes and payment to be delivered to the
Escrow Agent to be held in escrow and released by the Escrow Agent in accordance
with  the  terms  and  conditions  of  this  Agreement;  and

     WHEREAS,  the  Escrow Agent is willing to serve as escrow agent pursuant to
the  terms  and  conditions  of  this  Agreement;

     NOW  THEREFORE,  the  parties  agree  as  follows:

                                    ARTICLE I

                                 INTERPRETATION

     1.1.     Definitions.  Whenever used in this Agreement, the following terms
              -----------
shall  have  the  following  respective  meanings:

          (a)     "Agreement"  means  this  Agreement  and  all  amendments made
hereto  and  thereto  by  written  agreement  between  the  parties;

     (b)     "Escrowed  Payment"  means the sums set forth on Schedule A hereto.

          (c)     "Expense Allowance" means the $2,500 fee to be paid at Closing
to  the  Fund  Manager.

     (d)     "Fund  Manager's Fee" means the fees to be paid to the Fund Manager
as  described  in  Section  6  of  the  Subscription  Agreement and set forth on
Schedule  A  hereto.

          (e)     "Forms  UCC-1" shall mean fully executed UCC-1 forms described
in  Section  12  of  the  Subscription  Agreement.

     (f)     "Notes"  means  convertible  Notes  of  the  Company  issued to the
Subscribers  in  the aggregate amount of up to $500,000 in the form of Exhibit A
annexed  to  the  Subscription  Agreement.

     (g)     "Legal Opinion" means the original signed legal opinion referred to
in  Section  3  of  the  Subscription  Agreement.

     (h)     "Security  Agreement"  means  the fully executed Security Agreement
referred  to  in  Section  12  of  the  Subscription  Agreement.

     (i)     "Security  Shares" means the Security Shares referred to in Section
12  of  the  Subscription Agreement together with the signature guaranteed stock
powers  referred  to  therein.

          (j)     "Subscription  Agreement"  means the Subscription Agreement to
be  entered  into  by  the  parties  in  reference to the Notes and the exhibits
thereto.

          (k)     "Warrants"  means  the  common  stock purchase warrants of the
Company  described  in  Section 6 of the Subscription Agreement and set forth on
Schedule  A  hereto.

          (l)     Collectively,  the  Subscription Agreement, Security Agreement
signed  by  the  Company  and  Shareholders,  Security Shares with corresponding
signature  guaranteed  medallion  stock  powers,  Forms  UCC-1,  Legal  Opinion,
Warrants  and  Fund  Manager's  Fee  and  Expense  Allowance  are referred to as
"Company  Documents."

          (m)     Collectively,  the  Escrowed  Payment,  Subscription Agreement
without  exhibits thereto, and Security Agreement signed by the Collateral Agent
and  Subscribers  are  referred  to  as  "Subscriber  Documents."

     1.2.     Entire Agreement.  This Agreement constitutes the entire agreement
              ----------------
between  the  parties  hereto pertaining to the Company Documents and Subscriber
Documents  and supersedes all prior agreements, understandings, negotiations and
discussions,  whether oral or written, of the parties.  There are no warranties,
representations  and other agreements made by the parties in connection with the
subject  matter  hereof  except  as  specifically  set  forth in this Agreement.

     1.3.     Extended Meanings.  In this Agreement words importing the singular
              -----------------
number  include  the plural and vice versa; words importing the masculine gender
include  the  feminine  and  neuter  genders.  The  word  "person"  includes  an
individual,  body  corporate,  partnership,  trustee  or trust or unincorporated
association,  executor,  administrator  or  legal  representative.

     1.4.     Waivers  and Amendments.  This Agreement may be amended, modified,
              -----------------------
superseded,  cancelled, renewed or extended, and the terms and conditions hereof
may  be  waived,  only by a written instrument signed by all parties, or, in the
case  of  a waiver, by the party waiving compliance.  Except as expressly stated
herein,  no  delay  on  the  part of any party in exercising any right, power or
privilege  hereunder  shall operate as a waiver thereof, nor shall any waiver on
the  part  of  any party of any right, power or privilege hereunder preclude any
other  or  future  exercise  of  any  other right, power or privilege hereunder.

     1.5.     Headings.  The division of this Agreement into articles, sections,
              --------
subsections  and paragraphs and the insertion of headings are for convenience of
reference  only  and shall not affect the construction or interpretation of this
Agreement.

     1.6.     Law Governing this Agreement.  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 of laws.  Any action brought by either party
against  the  other  concerning  the transactions contemplated by this Agreement
shall  be  brought only in the state courts of New York or in the federal courts
located  in  the  state of New York.  Both parties and the individuals executing
this  Agreement and other agreements on behalf of the Company agree to submit to
the  jurisdiction  of such courts and waive trial by jury.  The prevailing party
(which  shall  be  the party which receives an award most closely resembling the
remedy  or  action sought) shall be entitled to recover from the other party its
reasonable  attorney's  fees and costs.  In the event that any provision of this
Agreement  or any other agreement delivered in connection herewith is invalid or
unenforceable  under  any applicable statute or rule of law, then such provision
shall  be  deemed  inoperative  to the extent that it may conflict therewith and
shall  be deemed modified to conform with such statute or rule of law.  Any such
provision  which  may  prove  invalid  or  unenforceable under any law shall not
affect  the  validity or enforceability of any other provision of any agreement.

     1.7.     Specific  Enforcement,  Consent  to Jurisdiction.  The Company and
              ------------------------------------------------
Subscriber  acknowledge  and  agree  that  irreparable damage would occur in the
event  that  any  of  the  provisions  of  this  Agreement were not performed in
accordance  with  their  specific  terms  or  were  otherwise  breached.  It  is
accordingly  agreed  that  the  parties  shall  be  entitled  to an injuction or
injunctions  to prevent or cure breaches of the provisions of this Agreement and
to  enforce  specifically the terms and provisions hereof or thereof, this being
in  addition  to any other remedy to which any of them may be entitled by law or
equity.  Subject  to  Section  1.6  hereof,  each  of the Company and Subscriber
hereby  waives, and agrees not to assert in any such suit, action or proceeding,
any  claim  that it is not personally subject to the jurisdiction of such court,
that  the suit, action or proceeding is brought in an inconvenient forum or that
the  venue  of  the  suit,  action  or  proceeding is improper.  Nothing in this
Section  shall  affect  or  limit any right to serve process in any other manner
permitted  by  law.

     1.8.     Fees.  The  Company  shall  pay  the Subscriber's attorney and the
              ----
Escrow  Agent  the  fees  described  in Section 6 of the Subscription Agreement.
These  fees shall be payable by deduction from the Escrowed Payment, but only if
the  corresponding  balance  of  the Escrowed Payment is to be released to or on
behalf  of  the  Company  pursuant  to  this  Agreement.

                                   ARTICLE II

                         DELIVERIES TO THE ESCROW AGENT

     2.1.     Delivery  of  Company  Documents to Escrow Agent.  On or about the
              ------------------------------------------------
date  hereof,  the  Company  shall  deliver  to  the  Escrow  Agent  the Company
Documents.

     2.2     Delivery  of Subscriber Documents to Escrow Agent.  On or about the
             --------------------------------------------------
date  hereof,  the  Subscriber  shall deliver to the Escrow Agent the Subscriber
Documents.  The  Escrowed  Payment  will  be delivered pursuant to the following
wire  transfer  instructions:

                                   Fleet Bank
                        150 Broadway, New York, NY 10038
                              ABA Number: 021200339
                         For Credit to: Barry Deonarine
                           Account Number: 9418701884

     2.3.     Intention  to  Create Escrow Over Company Documents and Subscriber
              ------------------------------------------------------------------
Documents.  The  Subscriber  and  Company  intend that the Company Documents and
 --------
Subscriber  Documents  shall  be  held in escrow by the Escrow Agent pursuant to
 --
this  Agreement  for  their  benefit  as  set  forth  herein.
 --

     2.4.     Escrow  Agent  to  Deliver  Company  Documents  and  Subscriber
              ---------------------------------------------------------------
Documents.  The  Escrow  Agent  shall hold and release the Company Documents and
Subscriber  Documents  only  in accordance with the terms and conditions of this
Agreement.

                                   ARTICLE III

              RELEASE OF COMPANY DOCUMENTS AND SUBSCRIBER DOCUMENTS

     3.1.     Release  of Escrow.  Subject to the provisions of Section 4.2, the
              ------------------
Escrow  Agent  shall  release  the Company Documents and Subscriber Documents as
follows:

          (a)  Upon receipt by the Escrow Agent of the Company Documents and the
corresponding Subscriber Documents, the Escrow Agent will simultaneously release
the  Company Documents to the Subscribers and Warrant Recipients and release the
corresponding  Subscriber  Documents  to  the  Company  except that (i) the Fund
Manager's  Fee and Expense Allowance will be delivered to the Fund Manager; (ii)
the  fee described in Section 1.8 above will be released to the Escrow Agent and
Subscriber's  attorneys;  and  (iii) fully executed Security Agreement, Security
Shares  and  Forms  UCC-1 will be released to the Subscriber.  At the request of
the  Escrow  Agent,  the  Company  will  provide  written  facsimile or original
instructions  to  the Escrow Agent as to the disposition of all funds releasable
to  the  Company.

(b)  In  the  event  the Escrow Agent does not receive Company Documents and the
corresponding  Subscriber Documents prior to May 15, 2001, then the Escrow Agent
will  promptly  return the Company Documents to the Company, and promptly return
the  Subscriber  Documents  to  the  Subscribers.

          (c)     Upon receipt by the Escrow Agent of joint written instructions
("Joint  Instructions")  signed  by  the  Company  and  the Subscriber, it shall
deliver  the  Company  Documents and Subscriber Documents in accordance with the
terms  of  the  Joint  Instructions.

          (d)     Upon receipt by the Escrow Agent of a final and non-appealable
judgment,  order, decree or award of a court of competent jurisdiction (a "Court
Order"),  the  Escrow  Agent  shall deliver the Company Documents and Subscriber
Documents  in  accordance  with  the  Court  Order.  Any  Court  Order  shall be
accompanied by an opinion of counsel for the party presenting the Court Order to
the  Escrow  Agent  (which opinion shall be satisfactory to the Escrow Agent) to
the effect that the court issuing the Court Order has competent jurisdiction and
that  the  Court  Order  is  final  and  non-appealable.

     3.2.     Acknowledgement  of Company and Subscriber; Disputes.  The Company
              ----------------------------------------------------
and the Subscriber acknowledge that the only terms and conditions upon which the
Company  Documents  and Subscriber Documents are to be released are set forth in
Sections  3  and  4  of this Agreement.  The Company and the Subscriber reaffirm
their  agreement  to  abide  by  the terms and conditions of this Agreement with
respect  to  the  release  of  the Notes and Escrowed Payment.  Any dispute with
respect  to  the  release  of  the  Notes and Escrowed Payment shall be resolved
pursuant  to  Section  4.2  or  by agreement between the Company and Subscriber.

                                   ARTICLE IV

                           CONCERNING THE ESCROW AGENT

     4.1.     Duties  and  Responsibilities  of  the  Escrow  Agent.  The Escrow
              -----------------------------------------------------
Agent's  duties and responsibilities shall be subject to the following terms and
conditions:

          (a)     The  Subscriber  and  Company  acknowledge  and agree that the
Escrow  Agent  (i)  shall  not  be responsible for or bound by, and shall not be
required to inquire into whether either the Subscriber or Company is entitled to
receipt of the Company Documents and Subscriber Documents pursuant to, any other
agreement or otherwise; (ii) shall be obligated only for the performance of such
duties  as  are  specifically  assumed  by  the  Escrow  Agent  pursuant to this
Agreement; (iii) may rely on and shall be protected in acting or refraining from
acting  upon  any written notice, instruction, instrument, statement, request or
document  furnished  to  it  hereunder  and believed by the Escrow Agent in good
faith to be genuine and to have been signed or presented by the proper person or
party,  without  being  required to determine the authenticity or correctness of
any  fact  stated  therein  or the propriety or validity or the service thereof;
(iv)  may assume that any person purporting to give notice or make any statement
or  execute  any document in connection with the provisions hereof has been duly
authorized  to  do so; (v) shall not be under any duty to give the property held
by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its
own similar property; and (vi) may consult counsel satisfactory to Escrow Agent,
the opinion of such counsel to be full and complete authorization and protection
in respect of any action taken, suffered or omitted by Escrow Agent hereunder in
good  faith  and  in  accordance  with  the  opinion  of  such  counsel.

     (b)     The  Subscriber  and  Company  acknowledge that the Escrow Agent is
acting  solely as a stakeholder at their request and that the Escrow Agent shall
not be liable for any action taken by Escrow Agent in good faith and believed by
Escrow  Agent  to  be  authorized  or within the rights or powers conferred upon
Escrow  Agent  by  this  Agreement.  The  Subscriber  and  Company,  jointly and
severally,  agree  to  indemnify  and  hold harmless the Escrow Agent and any of
Escrow  Agent's  partners,  employees, agents and representatives for any action
taken or omitted to be taken by Escrow Agent or any of them hereunder, including
the  fees  of  outside  counsel and other costs and expenses of defending itself
against any claim or liability under this Agreement, except in the case of gross
negligence  or  willful  misconduct  on  Escrow  Agent's  part  committed in its
capacity  as  Escrow  Agent  under this Agreement.  The Escrow Agent shall owe a
duty  only  to  the  Subscriber and Company under this Agreement and to no other
person.

          (c)     The  Subscriber  and  Company  jointly  and severally agree to
reimburse  the Escrow Agent for its reasonable out-of-pocket expenses (including
outside counsel fees, to the extent authorized hereunder) incurred in connection
with  the  performance  of  its  duties  and  responsibilities  hereunder.

          (d)     The  Escrow  Agent  may  at  any  time  resign as Escrow Agent
hereunder  by  giving  five  (5) days prior written notice of resignation to the
Subscriber  and  the Company.  Prior to the effective date of the resignation as
specified  in  such  notice, the Subscriber and Company will issue to the Escrow
Agent  a  Joint  Instruction  authorizing  delivery of the Company Documents and
Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and
Company.  If  no  successor Escrow Agent is named by the Subscriber and Company,
the  Escrow Agent may apply to a court of competent jurisdiction in the State of
New York for appointment of a successor Escrow Agent, and to deposit the Company
Documents  and  Subscriber  Documents  with  the  clerk  of  any  such  court.

          (e)     The  Escrow Agent does not have and will not have any interest
in the Company Documents and Subscriber Documents, but is serving only as escrow
agent, having only possession thereof.  The Escrow Agent shall not be liable for
any  loss resulting from the making or retention of any investment in accordance
with  this  Escrow  Agreement.

          (f)     This Agreement sets forth exclusively the duties of the Escrow
Agent  with  respect  to  any  and  all matters pertinent thereto and no implied
duties  or  obligations  shall  be  read  into  this  Agreement.

          (g)     The  Escrow Agent shall be permitted to act as counsel for the
Subscriber  or  the  Company,  as  the  case  may  be,  in any dispute as to the
disposition  of  the  Company  Documents  and Subscriber Documents, in any other
dispute  between  the Subscriber and Company, whether or not the Escrow Agent is
then holding the Company Documents and Subscriber Documents and continues to act
as  the  Escrow  Agent  hereunder.

          (h)     The  provisions  of  this  Section  4.1  shall  survive  the
resignation  of  the  Escrow  Agent  or  the  termination  of  this  Agreement.

     4.2.     Dispute  Resolution:  Judgments.  Resolution  of  disputes arising
              -------------------------------
under  this  Agreement  shall  be subject to the following terms and conditions:

          (a)     If  any  dispute  shall  arise  with  respect to the delivery,
ownership,  right  of  possession  or  disposition  of the Company Documents and
Subscriber Documents, or if the Escrow Agent shall in good faith be uncertain as
to its duties or rights hereunder, the Escrow Agent shall be authorized, without
liability  to  anyone,  to  (i)  refrain  from  taking  any action other than to
continue  to hold the Company Documents and Subscriber Documents pending receipt
of  a  Joint  Instruction  from  the Subscriber and Company, or (ii) deposit the
Company  Documents  and  Subscriber  Documents  with  any  court  of  competent
jurisdiction  in  the  State  of New York, in which event the Escrow Agent shall
give  written  notice  thereof  to  the  Subscriber  and  the  Company and shall
thereupon  be  relieved  and discharged from all further obligations pursuant to
this  Agreement.  The Escrow Agent may, but shall be under no duty to, institute
or  defend  any  legal  proceedings  which  relate  to the Company Documents and
Subscriber  Documents.  The  Escrow Agent shall have the right to retain counsel
if  it becomes involved in any disagreement, dispute or litigation on account of
this  Agreement or otherwise determines that it is necessary to consult counsel.

          (b)     The Escrow Agent is hereby expressly authorized to comply with
and  obey  any  Court  Order.  In case the Escrow Agent obeys or complies with a
Court  Order, the Escrow Agent shall not be liable to the Subscriber and Company
or  to  any  other  person,  firm,  corporation  or  entity  by  reason  of such
compliance.

                                    ARTICLE V

                                 GENERAL MATTERS

     5.1.     Termination.  This  escrow shall terminate upon the release of all
              -----------
of  the  Company  Documents  and  Subscriber  Documents  or at any time upon the
agreement  in  writing  of  the  Subscriber  and  Company.

     5.2.     Notices.  All  notices,  request, demands and other communications
              -------
required  or permitted hereunder shall be in writing and shall be deemed to have
been duly given one (1) day after being sent by telecopy (with copy delivered by
overnight  courier,  regular  or  certified  mail):

(a)     If  to  the  Company,  to:

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

        With  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)

(b)     If  to  the  Subscriber,  to:

               Laurus  Master  Fund,  Ltd.
               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

(c)     If  to  the  Escrow  Agent,  to:

               Barry  Deonarine,  Esq.
               11  Park  Place,  Suite  910
               New  York,  New  York  10007
               (212)  571-6679  (telecopier)

or  to such other address as any of them shall give to the others by notice made
pursuant  to  this  Section  5.2.

     5.3.     Interest.  The  Escrowed  Payment shall not be held in an interest
              --------
bearing  account  nor  will  interest  be  payable  in  connection  therewith.

     5.4.     Assignment;  Binding  Agreement.  Neither  this  Agreement nor any
              -------------------------------
right or obligation hereunder shall be assignable by any party without the prior
written  consent of the other parties hereto.  This Agreement shall enure to the
benefit  of  and  be  binding upon the parties hereto and their respective legal
representatives,  successors  and  assigns.

     5.5.     Invalidity.  In  the  event that any one or more of the provisions
              ----------
contained  herein,  or  the  application  thereof  in  any circumstance, is held
invalid,  illegal, or unenforceable in any respect for any reason, the validity,
legality  and enforceability of any such provision in every other respect and of
the  remaining  provisions  contained  herein  shall  not be in any way impaired
thereby,  it being intended that all of the rights and privileges of the parties
hereto  shall  be  enforceable  to  the  fullest  extent  permitted  by  law.

     5.6.     Counterparts/Execution.  This  Agreement  may  be  executed in any
              ----------------------
number  of  counterparts  and  by  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  transmission.

     5.7.     Agreement.  Each  of  the  undersigned states that he has read the
              ---------
foregoing  Funds  Escrow  Agreement  and  understands  and  agrees  to  it.

                              GO  ONLINE  NETWORKS  CORPORATION
                              the  "Company"


                              By: /s/ Joseph M. Naughton




                              /s/ David Grin
                              LAURUS  MASTER  FUND,  LTD.
                              "Subscriber"




                              ESCROW  AGENT:


                              /s/ Barry Deonarine
                              BARRY  DEONARINE,  ESQ.

<PAGE>
                      SCHEDULE A TO FUNDS ESCROW AGREEMENT
                      ------------------------------------


SUBSCRIBER     PRINCIPAL  NOTE  AMOUNT
               -----------------------
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     $500,000.00
------------------     -----------
TOTAL     $500,000.00
-----     -----------



FINDER     INITIAL  OFFERING  -  CASH  FUND  MANAGER'S  FEES
------     -------------------------------------------------
LAURUS  CAPITAL  MANAGEMENT,  L.L.C.
135  West  50th  Street,  Suite  1700
New  York,  New  York  10020
Fax:  212-541-4434     10% Fund Manager's Fees and Warrant Exercise Compensation
------------------     ---------------------------------------------------------
payable in connection with investment and warrant exercise by Laurus Master Fund
--------------------------------------------------------------------------------
Ltd.  of  which  Laurus  Capital  Management,  L.L.C.  is  the  Fund  Manager.
------------------------------------------------------------------------------


                                    WARRANTS
                                    --------


WARRANT  RECIPIENT     WARRANTS  IN  CONNECTION  WITH  INITIAL  OFFERING
------------------     -------------------------------------------------
LAURUS  MASTER  FUND,  LTD.
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     Warrants issuable in connection with investment by Laurus
------------------     ---------------------------------------------------------
Master  Fund  Ltd.
------------------
TOTAL     1,000,000  WARRANTS
-----     -------------------

Expense  Allowance  of  $2,500  payable  to  Laurus  Capital  Management, L.L.C.