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


                                CONVERTIBLE  NOTE
                                -----------------

     FOR  VALUE RECEIVED, GO ONLINE NETWORKS CORPORATION, a Delaware corporation
(hereinafter  called  "Borrower"), hereby promises to pay 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 (the
"Holder")  or  order,  without  demand, the sum of Five Hundred Thousand Dollars
($500,000.00), with simple interest accruing at the annual rate of 8%, on May 3,
2003  (the  "Maturity  Date").

     The  following  terms  shall  apply  to  this  Note:

     ARTICLE  I

     DEFAULT  RELATED  PROVISIONS

     1.1     Payment Grace Period.  The Borrower shall have a ten (10) day grace
             --------------------
period to pay any monetary amounts due under this Note, after which grace period
a  default  interest  rate  of twenty percent (20%) per annum shall apply to the
amounts  owed  hereunder.

     1.2     Conversion  Privileges.  The  Conversion  Privileges  set  forth in
             ----------------------
Article  II  shall  remain  in  full  force and effect immediately from the date
hereof  and  until  the  Note  is  paid  in  full.

     1.3     Interest Rate.   Subject to the Holder's right to convert, interest
             -------------
payable  on  this Note shall accrue at the annual rate of eight percent (8%) and
be  payable  in  arrears commencing September 30, 2001 and quarterly thereafter,
and  on  the  Maturity  Date,  accelerated  or otherwise, when the principal and
remaining  accrued  but  unpaid  interest shall be due and payable, or sooner as
described  below.

     ARTICLE  II

     CONVERSION  RIGHTS

     The  Holder  shall  have  the  right  to  convert  the principal amount and
interest  due  under this Note into Shares of the Borrower's Common Stock as set
forth  below.

<PAGE>

2.1.     Conversion  into  the  Borrower's  Common  Stock.
         ------------------------------------------------

     (a)     The Holder shall have the right from and after the issuance of this
Note  and  then  at  any  time  until  this  Note  is fully paid, to convert any
outstanding  and  unpaid  principal portion of this Note, and/or at the Holder's
election,  the  interest accrued on the Note, (the date of giving of such notice
of  conversion  being  a  "Conversion  Date")  into fully paid and nonassessable
shares  of common stock of Borrower as such stock exists on the date of issuance
of  this  Note, or any shares of capital stock of Borrower into which such stock
shall  hereafter  be  changed  or  reclassified  (the  "Common  Stock")  at  the
conversion  price  as defined in Section 2.1(b) hereof (the "Conversion Price"),
determined  as  provided  herein.  Upon  delivery  to the Company of a Notice of
Conversion  as described in Section 9 of the subscription agreement entered into
between  the  Company  and  Holder  relating  to  this  Note  (the "Subscription
Agreement") of the Holder's written request for conversion, Borrower shall issue
and  deliver  to  the Holder within three business days from the Conversion Date
that  number  of shares of Common Stock for the portion of the Note converted in
accordance  with the foregoing.  At the election of the Holder, the Company will
deliver  accrued  but  unpaid  interest  on the Note through the Conversion Date
directly  to  the  Holder  on  or  before  the  Delivery Date (as defined in the
Subscription Agreement).  The number of shares of Common Stock to be issued upon
each conversion of this Note shall be determined by dividing that portion of the
principal  (and  interest,  at  the  election  of  the Holder) of the Note to be
converted,  by  the  Conversion  Price.

     (b)     Subject  to  adjustment  as  provided in Section 2.1(c) hereof, the
Conversion Price per share shall be the lower of (i) eighty (80%) of the average
of  the  ten  lowest  closing  bid  prices  for the Common Stock on the NASD OTC
Bulletin  Board, NASDAQ SmallCap Market, NASDAQ National Market System, American
Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the
time  the  principal  trading  exchange  or  market  for  the  Common Stock, the
"Principal  Market"),  or  if not then trading on a Principal Market, such other
principal  market or exchange where the Common Stock is listed or traded for the
thirty  (30)  trading  days  prior  to  but  not including the  Closing Date (as
defined  in  the  Subscription  Agreement) in connection with which this Note is
issued  ("Maximum  Base  Price");  or  (ii)  eighty percent (80%) percent of the
average  of  the  ten  lowest  closing  bid  prices  for the Common Stock on the
Principal  Market,  or  on any securities exchange or other securities market on
which  the  Common  Stock  is  then  being  listed or traded, for the sixty (60)
trading  days  prior  to  but  not  including  the  Conversion  Date.

     (c)     The  Maximum  Base  Price  described in Section 2.1(b)(i) above and
number  and  kind  of  shares  or  other securities to be issued upon conversion
determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment
from  time  to  time  upon the happening of certain events while this conversion
right  remains  outstanding,  as  follows:


<PAGE>
     A.     Merger,  Sale  of  Assets,  etc.  If  the Borrower at any time shall
consolidate  with  or  merge into or sell or convey all or substantially all its
assets  to  any other corporation, this Note, as to the unpaid principal portion
thereof and accrued interest thereon, shall thereafter be deemed to evidence the
right  to  purchase  such  number  and  kind  of  shares or other securities and
property  as  would  have  been  issuable  or  distributable  on account of such
consolidation,  merger,  sale  or  conveyance,  upon  or  with  respect  to  the
securities subject to the conversion or purchase right immediately prior to such
consolidation,  merger,  sale  or  conveyance.  The  foregoing  provision  shall
similarly  apply  to  successive  transactions  of  a similar nature by any such
successor  or  purchaser.  Without limiting the generality of the foregoing, the
anti-dilution  provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.

     B.     Reclassification,  etc.  If  the  Borrower  at  any  time  shall, by
reclassification  or  otherwise,  change  the  Common  Stock  into the same or a
different  number  of  securities  of any class or classes, this Note, as to the
unpaid  principal portion thereof and accrued interest thereon, shall thereafter
be  deemed  to  evidence  the  right  to  purchase  an  adjusted  number of such
securities  and  kind of securities as would have been issuable as the result of
such  change  with  respect  to  the  Common  Stock  immediately  prior  to such
reclassification  or  other  change.

C.     Stock  Splits, Combinations and Dividends.  If the shares of Common Stock
are  subdivided or combined into a greater or smaller number of shares of Common
Stock,  or  if a dividend is paid on the Common Stock in shares of Common Stock,
the  Conversion Price shall be proportionately reduced in case of subdivision of
shares or stock dividend or proportionately increased in the case of combination
of  shares,  in  each such case by the ratio which the total number of shares of
Common  Stock outstanding immediately after such event bears to the total number
of  shares  of  Common  Stock  outstanding  immediately  prior  to  such  event.


<PAGE>
     D.     Share  Issuance.  Subject  to the provisions of this Section, if the
Borrower  at  any  time  shall  issue  any  shares  of Common Stock prior to the
conversion  of  the  entire principal amount of the Note (otherwise than as: (i)
provided  in  Sections  2.1(c)A, 2.1(c)B or 2.1(c)C or this subparagraph D; (ii)
pursuant to options, warrants, or other obligations to issue shares, outstanding
on the date hereof as described in the Reports and Other Written Information, as
such  terms  are  defined  in  the  Subscription  Agreement  (which agreement is
incorporated  herein by this reference); or (iii) Excepted Issuances, as defined
in  Section  12  of  the Subscription Agreement; [(i), (ii) and (iii) above, are
hereinafter  referred  to  as  the  "Existing  Option  Obligations"]  for  a
consideration less than the Conversion Price that would be in effect at the time
of  such  issue,  then,  and  thereafter  successively upon each such issue, the
Conversion  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  Conversion  Price in effect at the time of such issue and the product shall
be  added  to the aggregate consideration, if any, received by the Borrower 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 conversion
price.  Except  for  the  Existing  Option  Obligations,  for  purposes  of this
adjustment,  the  issuance of any security of the Borrower 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 Conversion
Price  upon  the  issuance  of  shares  of  Common  Stock  upon exercise of such
conversion  or  purchase  rights.

     (d)     During  the  period  the  conversion  right  exists,  Borrower will
reserve  from  its  authorized  and unissued Common Stock a sufficient number of
shares  to  provide for the issuance of Common Stock upon the full conversion of
this Note.  Borrower represents that upon issuance, such shares will be duly and
validly  issued,  fully  paid  and  non-assessable.  Borrower  agrees  that  its
issuance  of  this Note shall constitute full authority to its officers, agents,
and transfer agents who are charged with the duty of executing and issuing stock
certificates  to  execute  and  issue  the  necessary certificates for shares of
Common  Stock  upon  the  conversion  of  this  Note.

     2.2     Method  of Conversion.  This Note may be converted by the Holder in
             ---------------------
whole  or  in  part  as  described in Section 2.1(a) hereof and the Subscription
Agreement.  Upon partial conversion of this Note, a new Note containing the same
date  and provisions of this Note shall, at the request of the Holder, be issued
by  the  Borrower  to  the  Holder  for  the  principal balance of this Note and
interest  which  shall  not  have  been  converted  or  paid.

                                   ARTICLE III

     EVENT  OF  DEFAULT

     The  occurrence  of  any  of  the  following  events  of default ("Event of
Default")  shall, at the option of the Holder hereof, make all sums of principal
and  interest  then  remaining  unpaid  hereon  and  all  other  amounts payable
hereunder  immediately  due  and  payable,  all  without  demand, presentment or
notice, or grace period, all of which hereby are expressly waived, except as set
forth  below:

3.1     Failure  to  Pay  Principal  or Interest.  The Borrower fails to pay any
        ----------------------------------------
installment  of principal or interest hereon when due and such failure continues
for  a  period  of  ten  (10)  days after the due date.  The ten (10) day period
described  in  this  Section  3.1  is  the same ten (10) day period described in
Section  1.1  hereof.

     3.2     Breach of Covenant.  The Borrower breaches any material covenant or
             ------------------
other term or condition of this Note in any material respect and such breach, if
subject  to  cure, continues for a period of seven (7) days after written notice
to  the  Borrower  from  the  Holder.

     3.3     Breach  of  Representations  and  Warranties.  Any  material
             --------------------------------------------
representation  or  warranty  of  the  Borrower made herein, in the Subscription
Agreement  entered into by the Holder and Borrower in connection with this Note,
or  in  any agreement, statement or certificate given in writing pursuant hereto
or in connection therewith shall be false or misleading in any material respect.

     3.4     Receiver or Trustee.  The Borrower shall make an assignment for the
             -------------------
benefit  of  creditors, or apply for or consent to the appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a  receiver  or  trustee  shall  otherwise  be  appointed.

     3.5     Judgments.  Any money judgment, writ or similar final process shall
             ---------
be  entered or filed against Borrower or any of its property or other assets for
more  than  $100,000,  and  shall  remain  unvacated, unbonded or unstayed for a
period  of  forty-five  (45)  days.

     3.6     Bankruptcy.  Bankruptcy,  insolvency, reorganization or liquidation
             ----------
proceedings  or  other proceedings or relief under any bankruptcy law or any law
for  the relief of debtors shall be instituted by or against the Borrower and if
instituted  against  Borrower  are  not  dismissed within 45 days of initiation.

     3.7     Delisting.  Delisting of the Common Stock from the Principal Market
             ---------
or  such  other  principal  exchange  on  which  the  Common Stock is listed for
trading;  Borrower's  failure  to  comply  with  the  conditions for listing; or
notification  from  the  Principal Market that the Borrower is not in compliance
with  the  conditions  for  such  continued  listing.

     3.8     Concession.  A  concession by the Borrower, after applicable notice
             ----------
and  cure  periods,  under  any one or more obligations in an aggregate monetary
amount  in  excess  of  $150,000.

     3.9     Stop  Trade.  An  SEC  stop trade order or Principal Market trading
             -----------
suspension.

     3.10     Failure  to  Deliver Common Stock or Replacement Note.  Borrower's
              -----------------------------------------------------
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required  by  this  Note  and  Section  9  of  the Subscription Agreement, or if
required  a  replacement  Note.


<PAGE>
     3.11     Registration  Default.  The occurrence of a Non-Registration Event
              ---------------------
as  described  in  Section  10.4  of  the  Subscription  Agreement.

                                   ARTICLE IV

     MISCELLANEOUS

     4.1     Failure  or Indulgence Not Waiver.  No failure or delay on the part
             ---------------------------------
of  Holder  hereof  in  the  exercise of any power, right or privilege hereunder
shall  operate  as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of  any  other  right,  power  or  privilege.  All  rights and remedies existing
hereunder  are  cumulative  to,  and  not  exclusive  of, any rights or remedies
otherwise  available.

     4.2     Notices.  Any notice herein required or permitted to be given shall
             -------
be  in  writing  and  may be personally served or sent by fax transmission (with
copy  sent  by  regular,  certified or registered mail or by overnight courier).
For  the  purposes  hereof,  the  address and fax number of the Holder is as set
forth  on  the  first  page  hereof.  The address and fax number of the Borrower
shall  be Go Online Networks Corporation, 5681 Beach Boulevard, Suite 101, Buena
Park, CA 90621, telecopier number: (714) 736-9488, with a copy for informational
purposes only to: Cutler Law Group, 610 Newport Center Drive, Suite 800, Newport
Beach,  CA  92660,  attn:  M.  Richard  Cutler,  Esq.,  telecopier number: (949)
719-1988.  Both  Holder  and  Borrower may change the address and fax number for
service  by  service  of  notice  to  the  other  as herein provided.  Notice of
Conversion  shall  be  deemed  given  when  made  to the Company pursuant to the
Subscription  Agreement.

     4.3     Amendment Provision.  The term "Note" and all reference thereto, as
             -------------------
used  throughout  this  instrument,  shall  mean  this  instrument as originally
executed,  or  if  later  amended  or  supplemented,  then  as  so  amended  or
supplemented.

     4.4     Assignability.  This  Note  shall  be binding upon the Borrower and
             -------------
its successors and assigns, and shall inure to the benefit of the Holder and its
successors  and  assigns,  and  may  be  assigned  by  the  Holder.

     4.5     Cost  of  Collection.  If  default  is  made in the payment of this
             --------------------
Note,  Borrower  shall  pay  the  Holder  hereof reasonable costs of collection,
including  reasonable  attorneys'  fees.


<PAGE>
     4.6     Governing  Law.  This  Note  shall  be governed by and construed in
             --------------
accordance with the laws of the State of New York.  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
individual  signing  this Agreement on behalf of the Borrower agree to submit to
the  jurisdiction  of  such  courts.  The  prevailing party shall be entitled to
recover  from  the  other  party  its  reasonable  attorney's  fees  and  costs.

     4.7     Maximum  Payments.  Nothing  contained  herein  shall  be deemed to
             -----------------
establish  or  require  the  payment  of  a rate of interest or other charges in
excess  of  the maximum permitted by applicable law.  In the event that the rate
of  interest  required  to be paid or other charges hereunder exceed the maximum
permitted  by such law, any payments in excess of such maximum shall be credited
against  amounts  owed  by  the  Borrower to the Holder and thus refunded to the
Borrower.

     4.8     Prepayment.  This  Note  may not be paid prior to the Maturity Date
             ----------
without  the  consent  of  the  Holder.

          4.9     Security Interest.  The holder of this Note has been granted a
                  -----------------
security  interest  in  common  stock  of  the Company more fully described in a
Security  Agreement.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]

<PAGE>
IN  WITNESS  WHEREOF,  Borrower has caused this Note to be signed in its name by
its  Chief  Executive  Officer  on  this  3rd  day  of  May,  2001.

     GO  ONLINE  NETWORKS  CORPORATION


     By: /s/ Joseph M. Naughton



WITNESS:  /s/ Samantha Meglan



<PAGE>
                          NOTICE  OF  CONVERSION
                          ----------------------

(To  be  executed  by  the  Registered  Holder  in  order  to  convert the Note)


     The  undersigned  hereby  elects to convert $_________ of the principal and
$_________  of  the  interest  due  on  the  Note  issued  by GO ONLINE NETWORKS
CORPORATION  on  May  3,  2001 into Shares of Common Stock of GO ONLINE NETWORKS
CORPORATION  (the "Company") according to the conditions set forth in such Note,
as  of  the  date  written  below.



Date  of
Conversion:____________________________________________________________________


Conversion
Price:_________________________________________________________________________


Shares  To  Be
Delivered:_____________________________________________________________________


Signature:_____________________________________________________________________


Print
Name:__________________________________________________________________________


Address:_______________________________________________________________________


_______________________________________________________________________________