SUBSCRIPTION AGREEMENT
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Dear  Subscriber:

     You  (the  "Subscriber")  hereby  agree to purchase, and Go Online Networks
Corporation,  a  Delaware corporation (the "Company") hereby agrees to issue and
to  sell  to  the  Subscriber,  Secured  8%  Convertible  Notes  (the  "Notes")
convertible  in  accordance  with the terms thereof into shares of the Company's
$.001  par  value  common  stock  (the  "Company  Shares")  for  the  aggregate
consideration as set forth on the signature page hereof ("Purchase Price").  The
form  of  Convertible  Note is annexed hereto as Exhibit A.  (The Company Shares
included  in  the  Securities (as hereinafter defined) are sometimes referred to
herein  as  the  "Shares"  or  "Common Stock").  (The Notes, the Company Shares,
Common  Stock  Purchase  Warrants  ("Warrants")  issuable  to  the  recipients
identified  on Schedule B hereto, and the Common Stock issuable upon exercise of
the  Warrants  are  collectively referred to herein as, the "Securities").  Upon
acceptance  of  this  Agreement  by  the Subscriber, the Company shall issue and
deliver  to  the  Subscriber  the  Note  against  payment, by federal funds wire
transfer  of  the  Purchase  Price.

     The  following  terms  and  conditions  shall  apply  to this subscription.

     1.     Subscriber's  Representations and Warranties.  The Subscriber hereby
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represents  and  warrants  to  and  agrees  with  the  Company  that:

     (a)     Information  on  Company.   The  Subscriber has been furnished with
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the Company's Form 10-KSB for the year ended December 31, 2000 as filed with the
Securities  and  Exchange  Commission  (the  "Commission")  together  with  all
subsequently  filed  forms 10-QSB and other publicly available filings made with
the  Commission  (hereinafter  referred  to as the "Reports").  In addition, the
Subscriber  has  received from the Company such other information concerning its
operations,  financial  condition  and  other  matters  as  the  Subscriber  has
requested  in  writing, and considered all factors the Subscriber deems material
in deciding on the advisability of investing in the Securities (such information
in  writing  is  collectively,  the  "Other  Written  Information").


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     (b)     Information  on  Subscriber.  The  Subscriber  is  an  "accredited
             ---------------------------
investor", as such term is defined in Regulation D promulgated by the Commission
under the Securities Act of 1933, as amended (the "1933 Act"), is experienced in
investments  and  business matters, has made investments of a speculative nature
and  has  purchased  securities  of  United  States  publicly-owned companies in
private placements in the past and, with its representatives, has such knowledge
and  experience  in  financial,  tax and other business matters as to enable the
Subscriber  to utilize the information made available by the Company to evaluate
the merits and risks of and to make an informed investment decision with respect
to  the  proposed  purchase,  which  represents  a  speculative investment.  The
Subscriber  has  the authority and is duly and legally qualified to purchase and
own  the Securities.  The Subscriber is able to bear the risk of such investment
for an indefinite period and to afford a complete loss thereof.  The information
set  forth  on  the  signature page hereto regarding the Subscriber is accurate.

     (c)     Purchase  of  Note.  On  the  Closing  Date,  the  Subscriber  will
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purchase  the  Note  for its own account and not with a view to any distribution
thereof.

     (d)     Compliance  with  Securities  Act.  The  Subscriber understands and
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agrees  that  the  Securities  have  not  been registered under the 1933 Act, by
reason  of  their  issuance  in a transaction that does not require registration
under  the  1933  Act  (based in part on the accuracy of the representations and
warranties  of  Subscriber  contained  herein), and that such Securities must be
held  unless  a  subsequent  disposition  is registered under the 1933 Act or is
exempt  from  such  registration.

(e)     Company  Shares  Legend.  The  Company  Shares, and the shares of Common
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Stock  issuable  upon  the  exercise  of  the Warrants, shall bear the following
legend:

"THE  SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT  OF 1933, AS AMENDED.  THESE SHARES MAY NOT BE SOLD, OFFERED FOR
SALE,  PLEDGED  OR  HYPOTHECATED  IN  THE  ABSENCE  OF AN EFFECTIVE REGISTRATION
STATEMENT  UNDER  SUCH  SECURITIES  ACT  OR  AN  OPINION  OF  COUNSEL REASONABLY
SATISFACTORY  TO  GO  ONLINE  NETWORKS CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED."

     (f)     Warrants  Legend.  The  Warrants  shall  bear the following legend:
             ----------------


<PAGE>
"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  GO  ONLINE NETWORKS CORPORATION THAT SUCH
REGISTRATION  IS  NOT  REQUIRED."

     (g)     Note  Legend.  The  Note  shall  bear  the  following  legend:
             ------------

"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."

     (h)     Communication  of  Offer.  The  offer  to  sell  the Securities was
             ------------------------
directly  communicated  to  the  Subscriber.  At  no  time  was  the  Subscriber
presented with or solicited by any leaflet, newspaper or magazine article, radio
or  television  advertisement,  or  any  other  form  of  general advertising or
solicited  or  invited  to  attend  a  promotional  meeting  otherwise  than  in
connection  and  concurrently  with  such  communicated  offer.

     (i)     Correctness of Representations.  The Subscriber represents that the
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foregoing  representations  and  warranties  are true and correct as of the date
hereof  and,  unless  the Subscriber otherwise notifies the Company prior to the
Closing  Date  (as  hereinafter  defined),  shall  be true and correct as of the
Closing  Date.  The  foregoing  representations and warranties shall survive the
Closing  Date.

2.     Company  Representations  and  Warranties.  The  Company  represents  and
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warrants  to  and  agrees  with  the  Subscriber  that:

     (a)     Due  Incorporation.  The  Company and each of its subsidiaries is a
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corporation duly organized, validly existing and in good standing under the laws
of  the  respective  jurisdictions of their incorporation and have the requisite
corporate  power  to  own their properties and to carry on their business as now
being  conducted.  The Company and each of its subsidiaries is duly qualified as
a  foreign  corporation  to  do  business  and  is  in  good  standing  in  each
jurisdiction  where the nature of the business conducted or property owned by it
makes  such qualification necessary, other than those jurisdictions in which the
failure  to so qualify would not have a material adverse effect on the business,
operations  or  prospects  or condition (financial or otherwise) of the Company.


<PAGE>
     (b)     Outstanding  Stock.  All  issued  and outstanding shares of capital
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stock  of  the Company and each of its subsidiaries has been duly authorized and
validly  issued  and  are  fully  paid  and  non-assessable.

     (c)     Authority;  Enforceability.  This  Agreement  has  been  duly
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authorized,  executed  and  delivered  by the Company and is a valid and binding
agreement  enforceable  in  accordance  with  its  terms, subject to bankruptcy,
insolvency,  fraudulent transfer, reorganization, moratorium and similar laws of
general  applicability  relating to or affecting creditors' rights generally and
to  general  principles  of equity; and the Company has full corporate power and
authority  necessary to enter into this Agreement and to perform its obligations
hereunder  and all other agreements entered into by the Company relating hereto.

     (d)     Additional  Issuances.  There  are  no  outstanding  agreements  or
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preemptive  or similar rights affecting the Company's common stock or equity and
no  outstanding  rights,  warrants  or  options  to  acquire,  or  instruments
convertible  into  or  exchangeable  for,  or  agreements or understandings with
respect  to  the sale or issuance of any shares of common stock or equity of the
Company  or  other  equity  interest  in any of the subsidiaries of the Company,
except  as  described  in  the  Reports  or  Other  Written  Information.

     (e)     Consents.  No  consent,  approval,  authorization  or  order of any
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court,  governmental  agency  or body or arbitrator having jurisdiction over the
Company,  or  any  of  its  affiliates,  the  NASD,  NASDAQ  or  the  Company's
Shareholders  is  required  for  execution  of  this  Agreement,  and  all other
agreements  entered  into  by  the  Company relating thereto, including, without
limitation  issuance  and  sale  of  the  Securities, and the performance of the
Company's  obligations  hereunder.

     (f)     No  Violation  or  Conflict.  Assuming  the  representations  and
             ---------------------------
warranties  of  the  Subscriber  in  Paragraph  1  are  true and correct and the
Subscriber  complies  with  its  obligations  under  this Agreement, neither the
issuance and sale of the Securities nor the performance of its obligations under
this  Agreement  and  all  other agreements entered into by the Company relating
thereto  by  the  Company  will:


<PAGE>
     (i)     violate,  conflict  with,  result  in  a breach of, or constitute a
default  (or  an  event  which with the giving of notice or the lapse of time or
both  would  be  reasonably  likely  to  constitute  a  default)  under  (A) the
certificate  of  incorporation,  charter  or bylaws of the Company or any of its
affiliates,  (B)  to  the Company's knowledge, any decree, judgment, order, law,
treaty,  rule,  regulation  or determination applicable to the Company or any of
its  affiliates  of any court, governmental agency or body, or arbitrator having
jurisdiction over the Company or any of its affiliates or over the properties or
assets  of  the  Company  or  any  of its affiliates, (C) the terms of any bond,
debenture,  note  or any other evidence of indebtedness, or any agreement, stock
option or other similar plan, indenture, lease, mortgage, deed of trust or other
instrument  to  which  the Company or any of its affiliates is a party, by which
the Company or any of its affiliates is bound, or to which any of the properties
of  the  Company  or  any  of its affiliates is subject, or (D) the terms of any
"lock-up" or similar provision of any underwriting or similar agreement to which
the  Company,  or  any  of  its  affiliates  is  a  party;  or

     (ii)     result  in  the  creation  or  imposition  of  any lien, charge or
encumbrance  upon  the Securities or any of the assets of the Company, or any of
its  affiliates.

     (g)     The  Securities.  The  Securities  upon  issuance:
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     (i)     are,  or  will be, free and clear of any security interests, liens,
claims  or  other  encumbrances, subject to restrictions upon transfer under the
1933  Act  and  State  laws;

     (ii)     have been, or will be, duly and validly authorized and on the date
of  issuance  and  on the Closing Date, as hereinafter defined, and the date the
Note  is  converted, and the Warrants are exercised, the Securities will be duly
and  validly issued, fully paid and nonassessable (and if registered pursuant to
the 1933 Act, and resold pursuant to an effective registration statement will be
free  trading  and  unrestricted, provided that the Subscriber complies with the
Prospectus  delivery  requirements);

     (iii)     will  not have been issued or sold in violation of any preemptive
or  other  similar  rights  of the holders of any securities of the Company; and

     (iv)     will  not  subject  the  holders  thereof to personal liability by
reason  of  being  such  holders.

     (h)          Litigation.  There  is no pending or, to the best knowledge of
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the  Company,  threatened  action,  suit, proceeding or investigation before any
court,  governmental  agency or body, or arbitrator having jurisdiction over the
Company, or any of its affiliates that would affect the execution by the Company
or  the  performance by the Company of its obligations under this Agreement, and
all  other  agreements  entered  into by the Company relating hereto.  Except as
disclosed  in  the Reports or Other Written Information, there is no pending or,
to  the  best  knowledge  of the Company, threatened action, suit, proceeding or
investigation  before  any  court,  governmental  agency  or body, or arbitrator
having  jurisdiction  over  the  Company,  or  any  of  its  affiliates.

               (i)          Reporting  Company.  The  Company is a publicly-held
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company  subject  to  reporting obligations pursuant to Sections 15(d) and 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act") and has a class
of  common  shares  registered  pursuant  to Section 12(g) of the 1934 Act.  The
Company's  common  stock  is  trading  on the NASD OTC Bulletin Board ("Bulletin
Board").  Pursuant  to the provisions of the 1934 Act, the Company has filed all
reports  and other materials required to be filed thereunder with the Securities
and  Exchange  Commission during the preceding twelve months except as set forth
in  the  Reports.

     (j)          No  Market  Manipulation.  The Company has not taken, and will
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not  take,  directly  or  indirectly,  any  action  designed  to,  or that might
reasonably  be  expected to, cause or result in stabilization or manipulation of
the price of the common stock of the Company to facilitate the sale or resale of
the  Securities  or  affect  the  price  at  which the Securities may be issued.

     (k)          Information Concerning Company.  The Reports and Other Written
                  ------------------------------
Information  contain  all  material  information relating to the Company and its
operations  and  financial  condition  as  of  their  respective  dates  which
information  is  required  to  be  disclosed  therein.   Since  the  date of the
financial  statements  included  in  the  Reports, and except as modified in the
Other  Written  Information,  there  has  been no material adverse change in the
Company's business, financial condition or affairs not disclosed in the Reports.
The Reports and Other Written Information do not contain any untrue statement of
a  material  fact or omit to state a material fact required to be stated therein
or  necessary  to  make  the  statements  therein  not  misleading.

(l)          Dilution.  The  number  of  Shares  issuable upon conversion of the
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Note  may  increase  substantially  in certain circumstances, including, but not
necessarily limited to, the circumstance wherein the trading price of the Common
Stock  declines  prior  to  conversion  of  the  Note.  The  Company's executive
officers  and  directors  have  studied  and  fully understand the nature of the
Securities  being  sold hereby and recognize that they have a potential dilutive
effect.  The  board of directors of the Company has concluded, in its good faith
business  judgment,  that such issuance is in the best interests of the Company.
The  Company  specifically  acknowledges that its obligation to issue the Shares
upon  conversion  of  the  Note and exercise of the Warrants is binding upon the
Company  and  enforceable,  except  as  otherwise described in this Subscription
Agreement  or the Note, regardless of the dilution such issuance may have on the
ownership  interests  of  other  shareholders  of  the  Company.

     (m)     Stop  Transfer.  The Securities are restricted securities as of the
             --------------
date  of  this Agreement.  The Company will not issue any stop transfer order or
other  order  impeding the sale and delivery of the Securities, except as may be
required  by  federal  securities  laws.


<PAGE>
     (n)          Defaults.   Except  as  set  forth  on Schedule 2, neither the
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Company  nor  any  of  its  subsidiaries  is  in violation of its Certificate of
Incorporation or ByLaws.  Neither the Company nor any of its subsidiaries is (i)
in  default  under or in violation of any other material agreement or instrument
to  which  it  is  a  party or by which it or any of its properties are bound or
affected, which default or violation would have a material adverse effect on the
Company,  (ii)  in default with respect to any order of any court, arbitrator or
governmental  body  or  subject  to  or  party  to  any  order  of  any court or
governmental  authority  arising out of any action, suit or proceeding under any
statute  or other law respecting antitrust, monopoly, restraint of trade, unfair
competition  or  similar  matters, or (iii) to its knowledge in violation of any
statute,  rule or regulation of any governmental authority which violation would
have  a  material  adverse  effect  on  the  Company.

     (o)          No  Integrated Offering.   Neither the Company, nor any of its
                  -----------------------
affiliates,  nor  any  person  acting  on  its  or their behalf, has directly or
indirectly  made  any offers or sales of any security or solicited any offers to
buy  any  security  under  circumstances  that  would  cause the offering of the
Securities  pursuant  to this Agreement to be integrated with prior offerings by
the  Company for purposes of the 1933 Act or any applicable stockholder approval
provisions,  including,  without  limitation, under the rules and regulations of
the Bulletin Board, as applicable, nor will the Company or any of its affiliates
or  subsidiaries  take  any action or steps that would cause the offering of the
Securities  to  be  integrated  with  other  offerings.

     (p)          No  General Solicitation.  Neither the Company, nor any of its
                  ------------------------
affiliates,  nor to its knowledge, any person acting on its or their behalf, has
engaged  in  any form of general solicitation or general advertising (within the
meaning  of  Regulation D under the Act) in connection with the offer or sale of
the  Securities.

     (q)          Listing.  The Company's Common Stock is quoted on the Bulletin
                  -------
Board  and satisfies all requirements for the continuation of such listing.  The
Company  has  not received any notice that its common stock will be removed from
quotation  from  the  Bulletin  Board or that the Common Stock does not meet all
requirements  for  the  continuation  of  such  listing.

     (r)          No Undisclosed Liabilities.  The Company has no liabilities or
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obligations  which are material, individually or in the aggregate, which are not
disclosed  in  the  Reports  and  Other  Written  Information,  other than those
incurred  in  the ordinary course of the Company's businesses since December 31,
2000  and  which,  individually  or  in  the  aggregate, would not reasonably be
expected to have a material adverse effect on the Company's financial condition.

               (s)          No  Undisclosed  Events  or  Circumstances.  Since
                            ------------------------------------------
December  31, 2000, no event or circumstance has occurred or exists with respect
to the Company or its businesses, properties, prospects, operations or financial
condition,  that,  under  applicable  law,  rule  or regulation, requires public
disclosure or announcement prior to the date hereof by the Company but which has
not  been  so  publicly  announced  or  disclosed  in  the  Reports.

               (t)     Capitalization.   As  of  the date hereof and the Closing
                       --------------
Date, the authorized capital stock of the Company consists of 200,000,000 shares
of  Common  Stock  ($.001 par value), of which 93,776,894 shares of Common Stock
were  issued  and  outstanding  as  of the Closing Date.  The Company's Board of
Directors  is currently authorized to issue 10,000,000 shares of Preferred Stock
(no par value).  The Board of Directors has authorized the issuance of 1,000,000
shares  of  Series A Convertible Preferred Stock.  As of the Closing Date, there
will  be  499,333  shares  of  Series  A  Convertible Preferred Stock issued and
outstanding.  The  Company's Board of Directors is currently authorized to issue
2,000  shares  of  Series B Convertible Preferred Stock ($100 par value).  As of
the  Closing  Date, there will be 2,000 shares of Series B Convertible Preferred
Stock issued and outstanding.   Except as set forth in the Reports, there are no
options,  warrants, or rights to subscribe to, securities, rights or obligations
convertible  into  or  exchangeable for or giving any right to subscribe for any
shares of capital stock of the Company.  All of the outstanding shares of Common
Stock  of  the  Company have been duly and validly authorized and issued and are
fully  paid  and  nonassessable.

     (u)          Correctness  of  Representations.  The Company represents that
                  --------------------------------
the foregoing representations and warranties are true and correct as of the date
hereof  in  all  material  respects,  will be true and correct as of the Closing
Date,  and,  unless  the  Company otherwise notifies the Subscriber prior to the
Closing  Date,  shall  be  true  and  correct in all material respects as of the
Closing  Date.  The  foregoing  representations and warranties shall survive the
Closing  Date.


<PAGE>
     3.     Regulation  D Offering.  This Offering is being made pursuant to the
            ----------------------
exemption  from  the  registration  provisions of the Securities Act of 1933, as
amended,  afforded  by  Rule 506 of Regulation D promulgated thereunder.  On the
Closing  Date, the Company will provide an opinion acceptable to Subscriber from
the  Company's  legal  counsel  opining  on the availability of the Regulation D
exemption  as it relates to the offer and issuance of the Securities.  A form of
the  legal  opinion is annexed hereto as Exhibit C. The Company will provide, at
the Company's expense, such other legal opinions in the future as are reasonably
necessary  for  the  conversion  of  the  Note  and  exercise  of  the Warrants.

     4.     Reissuance  of  Securities.  The  Company  agrees  to  reissue
            --------------------------
certificates  representing  the  Securities  without  the  legends  set forth in
Sections 1(e) and 1(f) above at such time as (a) the holder thereof is permitted
to  and  disposes  of such Securities pursuant to Rule 144(d) and/or Rule 144(k)
under  the  1933  Act  in  the opinion of counsel reasonably satisfactory to the
Company, or (b) upon resale subject to an effective registration statement after
the  Securities  are  registered  under  the  1933  Act.  The  Company agrees to
cooperate  with  the  Subscriber in connection with all resales pursuant to Rule
144(d)  and  Rule  144(k)  and  provide  legal  opinions necessary to allow such
resales  provided  the  Company and its counsel receive all reasonably requested
written  representations from the Subscriber and selling broker, if any.  If the
Company  fails  to  remove  any  legend as required by this Section 4 (a "Legend
Removal  Failure"),  then  beginning  on the tenth (10th) day following the date
that  the  Subscriber  has requested the removal of the legend and delivered all
items  reasonably  required  to  be  delivered  by  the  Subscriber, the Company
continues  to  fail  to  remove  such  legend,  the  Company  shall  pay to each
Subscriber  or  assignee  holding  shares subject to a Legend Removal Failure an
amount  equal to one percent (1%) of the Purchase Price of the shares subject to
a  Legend  Removal  Failure  per day that such failure continues.  If during any
twelve  (12) month period, the Company fails to remove any legend as required by
this Section 4 for an aggregate of thirty (30) days, each Subscriber or assignee
holding  Securities  subject  to  a  Legend  Removal Failure may, at its option,
require  the Company to purchase all or any portion of the Securities subject to
a  Legend  Removal  Failure  held  by such Subscriber or assignee at a price per
share  equal  to  120%  of  the  applicable  Purchase  Price.

     5.     Redemption.  The  Company  may not redeem the Securities without the
            ----------
consent  of  the  holder of the Securities except as otherwise described herein.

     6.     Fees/Warrants.
            -------------

     (a)     The  Company  shall  pay  to  counsel to the Subscriber its fees of
$8,000  for  services  rendered to Subscribers in connection with this Agreement
and  the  other Subscription Agreements for aggregate subscription amounts of up
to $500,000 (the "Initial Offering").  The Company will pay the escrow agent for
the Initial Offering a fee of $750.  The Company will pay to the fund manager of
the  Subscriber  ("Fund  Manager") identified on Schedule B hereto a cash fee in
the  amount  of:  ten percent (10%) of the Purchase Price ("Fund Manager's Fee")
and  of  the actual cash proceeds received by the Company in connection with the
exercise  of  the  Warrants  issued  in  connection  with  the  Initial Offering
("Warrant  Exercise  Compensation").   The  Fund Manager's Fee must be paid each
Closing Date with respect to the Notes issued on such date. The Warrant Exercise
Compensation  must  be paid to the Fund Manager, within ten (10) days of receipt
of  the Warrant exercise "Purchase Price" (as defined in the Warrant).  The Fund
Manager's  Fee  and  legal  fees will be payable out of funds held pursuant to a
Funds  Escrow  Agreement  to  be  entered into by the Company, Subscriber and an
Escrow  Agent.  On  the  Closing Date, the Company will pay the Fund Manager the
sum  of  $2,500  as  an  expense  allowance  ("Expense  Allowance").

     (b)     The  Company  will also issue and deliver to the Warrant Recipients
identified  on Schedule B hereto, Warrants in the amounts designated on Schedule
B  hereto in connection with the Initial Offering.  A form of Warrant is annexed
hereto  as Exhibit D.  The per share "Purchase Price" of Common Stock as defined
in  the  Warrant  shall  be  equal  to one hundred and ten percent (110%) of the
average  of  the three lowest closing bid prices of the Common Stock for the ten
(10)  trading  days preceding but not including the Closing Date, as reported 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 such other principal market or exchange where
the  Common  Stock  is  listed or traded.  The Warrants designated on Schedule B
hereto must be delivered to the Warrant Recipients on the Closing Date.  Failure
to  timely  deliver  the  Warrant  Exercise  Compensation,  the Warrants or Fund
Manager's  Fee  shall  be  an  Event of Default as defined in Article III of the
Note.

     (c)     The  Fund  Manager's Fee, legal fees and escrow agent's fee will be
paid  to  the  Fund  Manager and attorneys only when, as, and if a corresponding
subscription amount is released from escrow to the Company and out of the escrow
proceeds.  All  the  representations,  covenants,  warranties,  undertakings,
remedies,  liquidated  damages, indemnification, rights in Section 9 hereof, and
other rights but not including registration rights made or granted to or for the
benefit  of  the  Subscriber  are  hereby  also  made and granted to the Warrant
Recipients  in respect of the Warrants and Company Shares issuable upon exercise
of  the  Warrants.

     (d)          The  Company  on the one hand, and the Subscriber on the other
hand,  agree to indemnify the other against and hold the other harmless from any
and  all liabilities to any other persons claiming brokerage commissions or Fund
Manager's  Fees except as identified on Schedule B hereto on account of services
purported  to  have  been  rendered  on  behalf  of  the  indemnifying  party in
connection  with  this  Agreement  or  the  transactions contemplated hereby and
arising  out of such party's actions.  Except as set forth on Schedule B hereto,
the Company represents that there are no other parties entitled to receive fees,
commissions,  or  similar  payments in connection with the offering described in
the  Subscription  Agreement.

7.     Covenants  of  the  Company.  The  Company  covenants and agrees with the
       ---------------------------
Subscriber  as  follows:


<PAGE>
     (a)          The  Company  will  advise  the  Subscriber, promptly after it
receives notice of issuance by the Securities and Exchange Commission, any state
securities  commission or any other regulatory authority of any stop order or of
any  order  preventing  or  suspending  any  offering  of  any securities of the
Company,  or  of  the suspension of the qualification of the Common Stock of the
Company  for  offering  or  sale  in  any jurisdiction, or the initiation of any
proceeding  for  any  such  purpose.

     (b)          The  Company  shall promptly secure the listing of the Company
Shares,  and  Common  Stock issuable upon the exercise of the Warrants upon each
national  securities exchange, or automated quotation system, if any, upon which
shares  of Common Stock are then listed (subject to official notice of issuance)
and  shall  maintain  such  listing  so long as any other shares of Common Stock
shall  be  so listed.  The Company will maintain the listing of its Common Stock
on  a  Principal  Market,  and  will  comply  in all respects with the Company's
reporting,  filing  and  other  obligations  under  the  bylaws  or rules of the
National  Association  of  Securities  Dealers  ("NASD")  and such exchanges, as
applicable.  The  Company  will  provide the Subscriber copies of all notices it
receives  notifying  the  Company  of the threatened and actual delisting of the
Common  Stock  from  any  Principal  Market.

     (c)          The  Company  shall  notify the SEC, NASD and applicable state
authorities,  in accordance with their requirements, if any, of the transactions
contemplated  by  this  Agreement, and shall take all other necessary action and
proceedings  as  may  be  required  and  permitted  by  applicable law, rule and
regulation, for the legal and valid issuance of the Securities to the Subscriber
and  promptly  provide  copies  thereof  to  Subscriber.

     (d)          Until  at  least  two (2) years after the effectiveness of the
Registration  Statement  on  Form  SB-2  or  such  other  Registration Statement
described  in  Section  10.1(iv)  hereof,  the Company will (i) cause its Common
Stock to continue to be registered under Sections 12(b) or 12(g) of the Exchange
Act, (ii) comply in all respects with its reporting and filing obligations under
the  Exchange  Act,  (iii)  comply  with  all  reporting  requirements  that  is
applicable  to  an  issuer with a class of Shares registered pursuant to Section
12(g)  of the Exchange Act, and (iv) comply with all requirements related to any
registration  statement  filed pursuant to this Agreement.  The Company will not
take any action or file any document (whether or not permitted by the Act or the
Exchange  Act or the rules thereunder) to terminate or suspend such registration
or  to terminate or suspend its reporting and filing obligations under said Acts
until  the  later  of  (y)  two (2) years after the actual effective date of the
Registration  Statement  on  Form  SB-2  or  such  other  Registration Statement
described  in  Section  10.1(iv)  hereof, or (z) the sale by the Subscribers and
Warrant  Recipients  of  all  the  Company Shares and Securities issuable by the
Company  pursuant  to  this  Agreement.  Until  at least two (2) years after the
Warrants  have  been exercised, the Company will use its commercial best efforts
to  continue  the  listing  of  the  Common  Stock on the Bulletin Board, NASDAQ
SmallCap  Market,  New  York  Stock Exchange, American Stock Exchange, or NASDAQ
National  Market  System  and  will  comply  in  all respects with the Company's
reporting,  filing  and  other obligations under the bylaws or rules of the NASD
and  NASDAQ.

(e)          The  Company  undertakes  to  use  the proceeds of the Subscriber's
funds  for the purposes set forth on Schedule 7(e) hereto.  A maximum of $50,000
of  the  Purchase  Price  may  be  used  to  pay  interest  on debt or non-trade
obligations  outstanding  on  or  after  the  Closing  Date.

          (f)     The  Company  undertakes to reserve pro rata on behalf of each
holder  of  a Note or Warrant, from its authorized but unissued Common Stock, at
all  times  that Notes or Warrants remain outstanding, a number of Common Shares
equal  to  not  less than 200% of the amount of Common Shares necessary to allow
each  such  holder to be able to convert all such outstanding Notes, at the then
applicable  Conversion Price and one Common Share for each Common Share issuable
upon  exercise  of  the  Warrants.

8.     Covenants  of  the  Company  and  Subscriber  Regarding  Idemnification.
       ------------------------------------------------------------------------

     (a)          The  Company agrees to indemnify, hold harmless, reimburse and
defend Subscriber, Subscriber's officers, directors, agents, affiliates, control
persons,  and  principal  shareholders,  against  any  claim,  cost,  expense,
liability,  obligation,  loss or damage (including reasonable legal fees) of any
nature, incurred by or imposed upon Subscriber or any such person which results,
arises out of or is based upon (i) any misrepresentation by Company or breach of
any  warranty  by  Company  in  this  Agreement  or in any Exhibits or Schedules
attached hereto, or other agreement delivered pursuant hereto; or (ii) after any
applicable  notice  and/or cure periods, any breach or default in performance by
the  Company  of  any  covenant  or  undertaking  to be performed by the Company
hereunder,  or  any  other agreement entered into by the Company and Subscribers
relating  hereto.

(b)          Subscriber agrees to indemnify, hold harmless, reimburse and defend
the  Company  and  each  of  the  Company's  officers and directors at all times
against  any  claim,  cost,  expense,  liability,  obligation,  loss  or  damage
(including reasonable legal fees) of any nature, incurred by or imposed upon the
Company or any such person which results, arises out of or is based upon (i) any
misrepresentation  by  Subscriber  in  this  Agreement  or  in  any  Exhibits or
Schedules attached hereto, or other agreement delivered pursuant hereto; or (ii)
after  any  applicable  notice  and/or  cure  periods,  any breach or default in
performance  by  Subscriber  of  any  covenant or undertaking to be performed by
Subscriber  hereunder,  or  any  other agreement entered into by the Company and
Subscribers  relating  hereto.

          (c)          The  procedures  set forth in Section 10.6 shall apply to
the  indemnifications  set  forth  in  Sections  8(a)  and  8(b)  above.

9.1.     Conversion  of  Note.
         --------------------

               (a)          Upon the conversion of the Note or part thereof, the
Company shall, at its own cost and expense, take all necessary action (including
the  issuance  of  an  opinion of counsel) to assure that the Company's transfer
agent  shall issue stock certificates in the name of Subscriber (or its nominee)
or  such  other persons as designated by Subscriber and in such denominations to
be  specified  at  conversion  representing the number of shares of common stock
issuable  upon such conversion.  The Company warrants that no instructions other
than  these instructions have been or will be given to the transfer agent of the
Company's Common Stock and that the Shares will be unlegended, free-trading, and
freely  transferable,  and  will  not contain a legend restricting the resale or
transferability  of  the  Company  Shares  provided  the  Shares  are being sold
pursuant  to  an effective registration statement covering the Shares to be sold
or  are  otherwise  exempt  from  registration  when  sold.

     (b)          Subscriber  will  give  notice of its decision to exercise its
right  to  convert  the  Note  or  part  thereof  by telecopying an executed and
completed  Notice  of  Conversion  (as  defined  in the Note) to the Company via
confirmed  telecopier  transmission.  The  Subscriber  will  not  be required to
surrender  the  Note until the Note has been fully converted or satisfied.  Each
date  on which a Notice of Conversion is telecopied to the Company in accordance
with  the provisions hereof shall be deemed a Conversion Date.  The Company will
or  cause the transfer agent to transmit the Company's Common Stock certificates
representing  the  Shares issuable upon conversion of the Note to the Subscriber
via  express  courier  for  receipt by such Subscriber within three (3) business
days  after  receipt  by  the Company of the Notice of Conversion (the "Delivery
Date").  A  Note  representing  the balance of the Note not so converted will be
provided  to  the  Subscriber, if requested by Subscriber.  To the extent that a
Subscriber elects not to surrender a Note for reissuance upon partial payment or
conversion,  the  Subscriber  hereby indemnifies the Company against any and all
loss or damage attributable to a third-party claim in an amount in excess of the
actual  amount  then  due  under  the  Note.

(c)          The  Company understands that a delay in the delivery of the Shares
in  the  form required pursuant to Section 9 hereof, or the Mandatory Redemption
Amount  described  in  Section 9.2 hereof, beyond the Delivery Date or Mandatory
Redemption  Payment  Date (as hereinafter defined) could result in economic loss
to the Subscriber.  As compensation to the Subscriber for such loss, the Company
agrees to pay late payments to the Subscriber for late issuance of Shares in the
form  required  pursuant to Section 9 hereof upon Conversion of the Note or late
payment  of  the Mandatory Redemption Amount, in the amount of $100 per business
day  after  the  Delivery Date or Mandatory Redemption Payment Date, as the case
may  be,  for each $10,000 of Note principal amount being converted or redeemed.
The  Company  shall  pay any payments incurred under this Section in immediately
available  funds  upon  demand.  Furthermore,  in addition to any other remedies
which  may  be  available to the Subscriber, in the event that the Company fails
for  any  reason  to  effect delivery of the Shares by the Delivery Date or make
payment  by  the  Mandatory  Redemption  Payment  Date,  the  Subscriber will be
entitled  to  revoke all or part of the relevant Notice of Conversion or rescind
all  or  part  of  the notice of Mandatory Redemption by delivery of a notice to
such  effect  to the Company whereupon the Company and the Subscriber shall each
be  restored  to their respective positions immediately prior to the delivery of
such  notice,  except that late payment charges described above shall be payable
through  the  date  notice  of revocation or rescission is given to the Company.

     (d)          Nothing contained herein or in any document referred to herein
or  delivered in connection herewith 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 or
dividends  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 Company to the Subscriber and thus refunded to the
Company.

     9.2.     Mandatory Redemption.  In the event the Company is prohibited from
              --------------------
issuing  Shares,  or  fails to timely deliver Shares on a Delivery Date, or upon
the occurrence of an Event of Default (as defined in the Note) or for any reason
other  than pursuant to the limitations set forth in Section 9.3 hereof, or upon
the  occurrence  of  an  Event of Default as defined in Article III of the Note,
then  at  the  Subscriber's election, the Company must pay to the Subscriber ten
(10)  business  days after request by the Subscriber or on the Delivery Date (if
requested  by the Subscriber) a sum of money determined by multiplying up to the
outstanding  principal  amount of the Note designated by the Subscriber by 125%,
together  with  accrued  but  unpaid  interest  thereon  ("Mandatory  Redemption
Payment").  The  Mandatory Redemption Payment must be received by the Subscriber
on  the same date as the Company Shares otherwise deliverable or within ten (10)
business  days after request, whichever is sooner ("Mandatory Redemption Payment
Date"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note
principal  and  interest  will  be  deemed  paid  and  no  longer  outstanding.

     9.3.     Maximum  Conversion.  The  Subscriber  shall  not  be  entitled to
              -------------------
convert  on a Conversion Date that amount of the Note and Put Note in connection
with  that  number of shares of Common Stock which would be in excess of the sum
of (i) the number of shares of Common Stock beneficially owned by the Subscriber
and its affiliates on a Conversion Date, and (ii) the number of shares of Common
Stock  issuable  upon  the  conversion  of the Note and Put Note with respect to
which  the  determination  of this provision is being made on a Conversion Date,
which  would result in beneficial ownership by the Subscriber and its affiliates
of  more  than 4.99% of the outstanding shares of Common Stock of the Company on
such  Conversion  Date.  For  the  purposes  of the provision to the immediately
preceding  sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
13d-3 thereunder.  Subject to the foregoing, the Subscriber shall not be limited
to  aggregate conversions of only 4.99%.  The Subscriber may void the conversion
limitation  described  in  this Section 9.3 upon 75 days prior written notice to
the  Company.  The  Subscriber  may  allocate which of the equity of the Company
deemed  beneficially  owned  by  the  Subscriber  shall be included in the 4.99%
amount  described  above and which shall be allocated to the excess above 4.99%.

9.4.     Injunction - Posting of Bond.  In the event a Subscriber shall elect to
         ----------------------------
convert  a  Note or part thereof, the Company may not refuse conversion based on
any  claim  that  such  Subscriber or any one associated or affiliated with such
Subscriber  has  been  engaged in any violation of law, or for any other reason,
unless,  an  injunction  from  a  court, on notice, restraining and or enjoining
conversion  of  all or part of said Note shall have been sought and obtained and
the Company posts a surety bond for the benefit of such Subscriber in the amount
of  130%  of  the  amount of the Note, which is subject to the injunction, which
bond  shall  remain  in effect until the completion of arbitration/litigation of
the dispute and the proceeds of which shall be payable to such Subscriber to the
extent  Subscriber  obtains  judgment.

          9.5.     Buy-In.  In  addition  to  any  other rights available to the
                   ------
Subscriber,  if  the  Company  fails  to  deliver  to the Subscriber such shares
issuable  upon  conversion  of  a Note by the Delivery Date and if ten (10) days
after  the Delivery Date the Subscriber purchases (in an open market transaction
or  otherwise)  shares  of  Common Stock to deliver in satisfaction of a sale by
such  Subscriber  of the Common Stock which the Subscriber anticipated receiving
upon  such  conversion  (a  "Buy-In"), then the Company shall pay in cash to the
Subscriber  (in  addition  to  any  remedies  available  to  or  elected  by the
Subscriber)  the  amount  by  which  (A)  the  Subscriber's total purchase price
(including  brokerage  commissions,  if  any)  for the shares of Common Stock so
purchased exceeds (B) the aggregate principal and/or interest amount of the Note
for which such conversion was not timely honored, together with interest thereon
at  a rate of 15% per annum, accruing until such amount and any accrued interest
thereon  is  paid  in full (which amount shall be paid as liquidated damages and
not  as  a  penalty).  For example, if the Subscriber purchases shares of Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
an  attempted  conversion  of  $10,000  of  note  principal and/or interest, the
Company  shall  be  required  to  pay the Subscriber $1,000, plus interest.  The
Subscriber  shall  provide  the  Company  written  notice indicating the amounts
payable  to  the  Subscriber  in  respect  of  the  Buy-In.

          10.1.     Registration  Rights.  The  Company  hereby  grants  the
                    --------------------
following  registration  rights  to  holders  of  the  Securities.


<PAGE>
               (i)          On  one  occasion,  for  a period commencing 46 days
after  the  Closing  Date, but not later than three years after the Closing Date
("Request  Date"),  the Company, upon a written request therefor from any record
holder  or  holders  of  more  than 50% of the aggregate of the Company's Shares
issued  and  issuable  upon  Conversion of the Notes (the Common Stock issued or
issuable  upon  conversion  or  exercise  of  the Notes or issuable by virtue of
ownership  of  the Note, being, the "Registrable Securities"), shall prepare and
file  with  the  SEC  a  registration  statement  under  the  Act  covering  the
Registrable  Securities  which  are  the  subject  of  such request, unless such
Registrable  Securities  are the subject of an effective registration statement.
In  addition,  upon the receipt of such request, the Company shall promptly give
written  notice  to  all other record holders of the Registrable Securities that
such  registration  statement  is  to  be  filed  and  shall  include  in  such
registration  statement Registrable Securities for which it has received written
requests within 10 days after the Company gives such written notice.  Such other
requesting  record  holders  shall  be  deemed  to  have  exercised their demand
registration  right under this Section 10.1(i).  As a condition precedent to the
inclusion  of  Registrable  Securities,  the  holder  thereof  shall provide the
Company  with  such  information  as  the  Company  reasonably  requests.  The
obligation  of  the  Company  under this Section 10.1(i) shall be limited to one
registration  statement.

               (ii)          If the Company at any time proposes to register any
of  its  securities  under  the  Act for sale to the public, whether for its own
account  or  for  the  account  of  other  security holders or both, except with
respect  to  registration  statements  on  Forms  S-4,  S-8  or another form not
available  for  registering  the  Registrable Securities for sale to the public,
provided  the  Registrable Securities are not otherwise registered for resale by
the  Subscriber  or Holder pursuant to an effective registration statement, each
such  time  it  will  give  at least 30 days' prior written notice to the record
holder of the Registrable Securities of its intention so to do. Upon the written
request  of  the holder, received by the Company within 20 days after the giving
of  any  such  notice  by  the  Company,  to  register  any  of  the Registrable
Securities,  the  Company  will  cause  such  Registrable Securities as to which
registration  shall have been so requested to be included with the securities to
be  covered  by  the registration statement proposed to be filed by the Company,
all  to  the  extent  required  to  permit  the sale or other disposition of the
Registrable  Securities  so  registered  by  the  holder  of  such  Registrable
Securities  (the  "Seller"). In the event that any registration pursuant to this
Section  10.1(ii) shall be, in whole or in part, an underwritten public offering
of  common  stock of the Company, the number of shares of Registrable Securities
to  be  included  in  such  an  underwriting  may  be  reduced  by  the managing
underwriter  if  and  to  the  extent that the Company and the underwriter shall
reasonably  be  of  the  opinion  that such inclusion would adversely affect the
marketing  of  the  securities  to  be  sold  by  the Company therein; provided,
however,  that  the  Company  shall  notify  the  Seller  in writing of any such
reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the
Company  may  withdraw  or delay or suffer a delay of any registration statement
referred  to in this Section 10.1(ii) without thereby incurring any liability to
the  Seller.

               (iii)     If, at the time any written request for registration is
received  by the Company pursuant to Section 10.1(i), the Company has determined
to  proceed  with  the actual preparation and filing of a registration statement
under  the  1933  Act in connection with the proposed offer and sale for cash of
any  of its securities for the Company's own account, such written request shall
be  deemed  to  have been given pursuant to Section 10.1(ii) rather than Section
10.1(i), and the rights of the holders of Registrable Securities covered by such
written  request  shall  be  governed  by  Section  10.1(ii).

(iv)     The  Company  shall  file  with  the  Commission  within 30 days of the
Closing  Date  (the "Filing Date"), and use its reasonable commercial efforts to
cause  to  be declared effective Form SB-2 registration statement (or such other
form that it is eligible to use) in order to register the Registrable Securities
for resale and distribution under the Act.  The registration statement described
in this paragraph must be declared effective by the Commission within 90 days of
the  Closing  Date  (as  defined  herein)  ("Effective Date").  The Company will
register  not less than a number of shares of Common Stock in the aforedescribed
registration  statement  that is equal to 200% of the Company Shares issuable at
the  Conversion Price that would be in effect on the Closing Date or the date of
filing  of  such  registration  statement  (employing the Conversion Price which
would  result  in the greater number of Shares), assuming the conversion of 100%
of  the  Notes.  The  Registrable  Securities  shall  be  reserved and set aside
exclusively  for  the  benefit  of  the  Subscriber, and not issued, employed or
reserved for anyone other than the Subscriber.  Such registration statement will
be promptly amended or additional registration statements will be promptly filed
by  the  Company as necessary to register additional Company Shares to allow the
public  resale  of  all  Common  Stock included in and issuable by virtue of the
Registrable Securities.  No securities of the Company other than the Registrable
Securities  will  be  included  in  the registration statement described in this
Section  10.1(iv)  except  as  set  forth  on  Schedule  10.1  hereto,  if  any.

     10.2.     Registration  Procedures. If and whenever the Company is required
               ------------------------
by the provisions hereof to effect the registration of any shares of Registrable
Securities  under  the  Act,  the  Company  will,  as expeditiously as possible:

     (a)          prepare  and file with the Commission a registration statement
with  respect  to  such  securities  and  use  its  best  efforts  to cause such
registration  statement  to  become  and  remain effective for the period of the
distribution  contemplated thereby (determined as herein provided), and promptly
provide  to  the  holders  of  Registrable  Securities ("Sellers") copies of all
filings  and  Commission  letters  of  comment;

     (b)          prepare  and  file  with  the  Commission  such amendments and
supplements to such registration statement and the prospectus used in connection
therewith  as  may  be  necessary  to keep such registration statement effective
until the latest of: (i) twelve months after the latest Maturity Date of a Note;
or  (ii)  two years after the Closing Date and comply with the provisions of the
Act with respect to the disposition of all of the Registrable Securities covered
by  such  registration statement in accordance with the Seller's intended method
of  disposition  set  forth  in  such  registration  statement  for such period;

(c)          furnish  to the Seller, and to each underwriter if any, such number
of  copies  of  the  registration  statement and the prospectus included therein
(including  each  preliminary prospectus) as such persons reasonably may request
in  order  to  facilitate the public sale or their disposition of the securities
covered  by  such  registration  statement;

(d)          use  its  best  efforts  to  register  or  qualify  the  Seller's
Registrable  Securities  covered  by  such  registration  statement  under  the
securities  or  "blue  sky"  laws of such jurisdictions as the Seller and in the
case  of  an  underwritten  public  offering,  the  managing  underwriter  shall
reasonably  request,  provided, however, that the Company shall not for any such
purpose  be  required  to  qualify  generally  to transact business as a foreign
corporation  in  any  jurisdiction where it is not so qualified or to consent to
general  service  of  process  in  any  such  jurisdiction;

     (e)          list  the  Registrable Securities covered by such registration
statement  with any securities exchange on which the Common Stock of the Company
is  then  listed;

     (f)          immediately  notify the Seller and each underwriter under such
registration  statement  at  any  time  when  a  prospectus  relating thereto is
required  to  be delivered under the Act, of the happening of any event of which
the  Company has knowledge as a result of which the prospectus contained in such
registration  statement,  as  then  in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary  to  make  the  statements  therein  not  misleading  in  light of the
circumstances  then  existing;

     (g)          make  available  for inspection by the Seller, any underwriter
participating  in  any distribution pursuant to such registration statement, and
any  attorney,  accountant or other agent retained by the Seller or underwriter,
all  publicly available, non-confidential financial and other records, pertinent
corporate  documents  and  properties  of  the  Company, and cause the Company's
officers,  directors  and  employees  to  supply  all  publicly  available,
non-confidential  information  reasonably  requested by the seller, underwriter,
attorney,  accountant  or  agent in connection with such registration statement.

     10.3.     Provision  of  Documents.
               ------------------------

               (a)          At  the request of the Seller, provided a demand for
registration  has  been  made  pursuant  to  Section  10.1(i)  or  a request for
registration  has  been  made  pursuant  to  Section  10.1(ii),  the Registrable
Securities  will  be included in a registration statement filed pursuant to this
Section  10.


<PAGE>
               (b)          In  connection with each registration hereunder, the
Seller  will  furnish  to  the  Company  in  writing  such  information  and
representation  letters  with respect to itself and the proposed distribution by
it  as  reasonably shall be necessary in order to assure compliance with federal
and  applicable  state  securities  laws.  In  connection with each registration
pursuant  to  Section  10.1(i)  or  10.1(ii)  covering  an  underwritten  public
offering,  the  Company  and  the Seller agree to enter into a written agreement
with the managing underwriter in such form and containing such provisions as are
customary  in  the  securities  business  for  such  an arrangement between such
underwriter  and  companies  of  the  Company's  size  and  investment  stature.

          10.4.     Non-Registration  Events.  The  Company  and  the Subscriber
                    ------------------------
agree that the Seller will suffer damages if any registration statement required
under  Section  10.1(i)  or  10.1(ii)  above  is  not filed within 60 days after
written  request  by  the  Holder  and  not declared effective by the Commission
within  150  days  after  such  request  [or the Filing Date and Effective Date,
respectively,  in  reference  to the Registration Statement on Form SB-2 or such
other  form  described  in  Section  10.1(iv)], and maintained in the manner and
within  the  time periods contemplated by Section 10 hereof, and it would not be
feasible  to  ascertain the extent of such damages with precision.  Accordingly,
if  (i)  the Registration Statement described in Sections 10.1(i) or 10.1(ii) is
not  filed  within 60 days of such written request, or is not declared effective
by  the  Commission on or prior to the date that is 150 days after such request,
or  (ii) the registration statement on Form SB-2 or such other form described in
Section  10.1(iv)  is  not  filed  on  or before the Filing Date or not declared
effective on or before the sooner of the Effective Date, or within five business
days  of  receipt  by  the  Company  of a written or oral communication from the
Commission  that  the  registration statement described in Section 10.1(iv) will
not  be  reviewed,  or  (iii)  any  registration statement described in Sections
10.1(i),  10.1(ii)  or  10.1(iv)  is  filed  and  declared  effective  but shall
thereafter  cease  to  be  effective  (without being succeeded immediately by an
additional  registration statement filed and declared effective) for a period of
time  which  shall exceed 30 days in the aggregate per year but not more than 20
consecutive  calendar  days  (defined  as a period of 365 days commencing on the
date the Registration Statement is declared effective) (each such event referred
to  in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as
a  "Non-Registration  Event"),  then, for so long as such Non-Registration Event
shall  continue,  the  Company shall pay, at the Subscriber's option, in cash or
stock  at  the applicable Conversion Price, as Liquidated Damages to each holder
of  any  Registrable Securities an amount equal to two (2%) percent per month or
part  thereof  during  the  pendency  of  such  Non-Registration  Event,  of the
principal  of  the Notes issued in connection with the Initial Offering, whether
or  not converted, whether or not converted, then owned of record by such holder
or  issuable  as  of  or  subsequent  to the occurrence of such Non-Registration
Event.  Payments  to  be  made  pursuant  to  this Section 10.4 shall be due and
payable  within  five  (5)  business  days after demand in immediately available
funds.  In the event a Mandatory Redemption Payment is demanded from the Company
by  the  Holder pursuant to Section 9.2 of this Subscription Agreement, then the
Liquidated  Damages described in this Section 10.4 shall no longer accrue on the
portion  of the Purchase Price underlying the Mandatory Redemption Payment, from
and  after  the  date  the Holder receives the Mandatory Redemption Payment.  It
shall  also  be  deemed  a  Non-Registration  Event  if  at  any  time a Note is
outstanding, there is less than 125% of the amount of Common Shares necessary to
allow  full  conversion  of  such  Note  at the then applicable Conversion Price
registered  for  unrestricted  resale  in  an  effective registration statement.

10.5.     Expenses.  All  expenses  incurred  by  the  Company in complying with
          --------
Section  10,  including,  without  limitation, all registration and filing fees,
printing  expenses,  fees  and  disbursements  of counsel and independent public
accountants  for  the  Company,  fees and expenses (including reasonable counsel
fees)  incurred in connection with complying with state securities or "blue sky"
laws,  fees  of  the  National Association of Securities Dealers, Inc., transfer
taxes, fees of transfer agents and registrars, and costs of insurance are called
"Registration  Expenses".  All  underwriting  discounts  and selling commissions
applicable  to  the  sale  of  Registrable  Securities,  including  any fees and
disbursements  of  any  special  counsel  to  the  Seller,  are  called "Selling
Expenses".   The  Seller  shall  pay  the fees of its own additional counsel, if
any.  The  Company  will  pay  all  Registration Expenses in connection with the
registration  statement  under  Section  10.  All Selling Expenses in connection
with  each  registration statement under Section 10 shall be borne by the Seller
and  may  be apportioned among the Sellers in proportion to the number of shares
sold by the Seller relative to the number of shares sold under such registration
statement  or  as  all  Sellers  thereunder  may  agree.

     10.6.     Indemnification  and  Contribution.
               ----------------------------------


<PAGE>
               (a)     In  the  event  of  a  registration  of  any  Registrable
Securities  under the Act pursuant to Section 10, the Company will indemnify and
hold  harmless  the  Seller,  each  officer  of the Seller, each director of the
Seller,  each  underwriter  of  such  Registrable Securities thereunder and each
other person, if any, who controls such Seller or underwriter within the meaning
of  the  1933  Act, against any losses, claims, damages or liabilities, joint or
several,  to  which  the  Seller,  or such underwriter or controlling person may
become  subject  under  the  Act  or  otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon  any  untrue  statement  or  alleged  untrue statement of any material fact
contained  in any registration statement under which such Registrable Securities
was  registered under the Act pursuant to Section 10, any preliminary prospectus
or  final  prospectus contained therein, or any amendment or supplement thereof,
or  arise  out  of  or  are based upon the omission or alleged omission to state
therein  a  material fact required to be stated therein or necessary to make the
statements  therein  not  misleading,  and  will reimburse the Seller, each such
underwriter  and  each  such  controlling person for any legal or other expenses
reasonably  incurred  by  them in connection with investigating or defending any
such  loss,  claim,  damage,  liability  or  action; provided, however, that the
Company  shall  not  be liable to the Seller to the extent that any such damages
arise  out  of  or  are  based  upon an untrue statement or omission made in any
preliminary prospectus if (i) the Seller failed to send or deliver a copy of the
final  prospectus  delivered  by  the Company to the Seller with or prior to the
delivery  of  written  confirmation  of  the  sale  by  the Seller to the person
asserting  the  claim  from  which such damages arise, (ii) the final prospectus
would  have  corrected such untrue statement or alleged untrue statement or such
omission  or alleged omission, or (iii) to the extent that any such loss, claim,
damage  or  liability  arises  out  of  or  is based upon an untrue statement or
alleged  untrue  statement or omission or alleged omission so made in conformity
with information furnished by any such Seller, or any such controlling person in
writing  specifically  for  use  in  such  registration statement or prospectus.

               (b)     In  the event of a registration of any of the Registrable
Securities  under  the Act pursuant to Section 10, the Seller will indemnify and
hold  harmless  the  Company,  and each person, if any, who controls the Company
within  the  meaning  of  the  Act,  each  officer  of the Company who signs the
registration  statement, each director of the Company, each underwriter and each
person  who  controls any underwriter within the meaning of the Act, against all
losses,  claims,  damages or liabilities, joint or several, to which the Company
or  such officer, director, underwriter or controlling person may become subject
under  the  Act  or  otherwise,  insofar  as  such  losses,  claims,  damages or
liabilities  (or  actions in respect thereof) arise out of or are based upon any
untrue  statement  or alleged untrue statement of any material fact contained in
the  registration  statement  under  which  such  Registrable  Securities  were
registered  under  the Act pursuant to Section 10, any preliminary prospectus or
final  prospectus  contained therein, or any amendment or supplement thereof, or
arise out of or are based upon the omission or alleged omission to state therein
a  material  fact  required  to  be  stated  therein  or  necessary  to make the
statements  therein not misleading, and will reimburse the Company and each such
officer,  director,  underwriter  and  controlling person for any legal or other
expenses  reasonably  incurred  by  them  in  connection  with  investigating or
defending  any such loss, claim, damage, liability or action, provided, however,
that  the  Seller  will  be liable hereunder in any such case if and only to the
extent  that any such loss, claim, damage or liability arises out of or is based
upon  an  untrue  statement  or  alleged untrue statement or omission or alleged
omission  made in reliance upon and in conformity with information pertaining to
such  Seller,  as  such,  furnished  in  writing  to  the Company by such Seller
specifically for use in such registration statement or prospectus, and provided,
further, however, that the liability of the Seller hereunder shall be limited to
the  gross  proceeds  received  by  the  Seller  from  the  sale  of Registrable
Securities  covered  by  such  registration  statement.


<PAGE>
                                       21
               (c)     Promptly  after receipt by an indemnified party hereunder
of  notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify  the indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to  such  indemnified party other than under this Section 10.6(c) and shall only
relieve  it from any liability which it may have to such indemnified party under
this  Section  10.6(c),  except  and  only if and to the extent the indemnifying
party  is  prejudiced by such omission. In case any such action shall be brought
against  any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate in
and,  to  the  extent it shall wish, to assume and undertake the defense thereof
with  counsel satisfactory to such indemnified party, and, after notice from the
indemnifying  party  to  such indemnified party of its election so to assume and
undertake  the  defense  thereof,  the indemnifying party shall not be liable to
such  indemnified  party  under  this  Section  10.6(c)  for  any legal expenses
subsequently  incurred  by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with counsel
so  selected,  provided,  however,  that,  if  the defendants in any such action
include  both  the  indemnified  party  and  the  indemnifying  party  and  the
indemnified  party  shall have reasonably concluded that there may be reasonable
defenses  available  to  it  which  are  different  from  or additional to those
available to the indemnifying party or if the interests of the indemnified party
reasonably  may  be  deemed  to  conflict with the interests of the indemnifying
party,  the  indemnified  parties  shall  have  the right to select one separate
counsel  and  to  assume such legal defenses and otherwise to participate in the
defense  of  such action, with the reasonable expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed by the
indemnifying  party  as  incurred.

               (d)     In  order  to provide for just and equitable contribution
in  the  event  of joint liability under the Act in any case in which either (i)
the  Seller,  or  any  controlling  person  of  the  Seller,  makes  a claim for
indemnification  pursuant  to  this Section 10.6 but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction
and  the expiration of time to appeal or the denial of the last right of appeal)
that  such  indemnification may not be enforced in such case notwithstanding the
fact  that  this Section 10.6 provides for indemnification in such case, or (ii)
contribution  under  the  Act  may  be  required  on  the  part of the Seller or
controlling  person  of the Seller in circumstances for which indemnification is
provided  under  this Section 10.6; then, and in each such case, the Company and
the  Seller  will  contribute  to  the  aggregate  losses,  claims,  damages  or
liabilities  to  which  they  may be subject (after contribution from others) in
such  proportion  so  that  the  Seller  is  responsible  only  for  the portion
represented  by  the percentage that the public offering price of its securities
offered  by the registration statement bears to the public offering price of all
securities  offered  by such registration statement, provided, however, that, in
any  such  case, (y) the Seller will not be required to contribute any amount in
excess  of  the  public  offering  price  of  all  such securities offered by it
pursuant  to  such registration statement; and (z) no person or entity guilty of
fraudulent  misrepresentation  (within  the meaning of Section 10(f) of the Act)
will be entitled to contribution from any person or entity who was not guilty of
such  fraudulent  misrepresentation.

     10.7.     Underwriter  Liability.  Nothing  contained  in this Agreement or
               ----------------------
any document delivered herewith shall require or imply that the Subscriber is or
be  an  Underwriter  as  defined  in  the 1933 Act of 1934 Act, nor a "statutory
underwriter."  The Subscriber shall not be required to take any action or assume
any  liability  or  obligation  which  would  or  could  impose  Underwriter  or
"statutory  underwriter"  status  or  liability  on  the  Subscriber.

     11.     Offering  Restrictions.  Except  (i) as disclosed in the Reports or
             ----------------------
Other  Written  Information prior to the date of this Subscription Agreement, or
(ii)  stock  or  stock  options granted to employees or directors of the Company
pursuant  to  a  plan which has been approved by the shareholders of the Company
(these  exceptions  hereinafter  referred  to  as the "Excepted Issuances"), the
Company  will  not  issue  any equity, convertible debt or other securities at a
price  less  than  the  Conversion  Price  in  effect at the time of issuance or
conversion  of  such other securities or convertible instruments or which may by
registration,  exemption,  or  otherwise  be or become free-trading prior to the
expiration  of  the  sooner  of  (y) a period equal to 365 days during which the
registration  statement  described in Section 10.1(iv) above has been effective,
or  (z)  the  resale  by  the  Subscriber, pursuant to an effective registration
statement of not less than 85% of the Company Shares issuable upon conversion of
the  Notes.

          12.     Security  Interest.  As  a  condition  of Closing, the Company
                  ------------------
will  deliver  to  the  Subscriber Common Shares of the Company owned by certain
shareholders of the Company, together with signature guaranteed stock powers and
a  security interest in certain assets of the Company ("Kiosks").  The foregoing
stock  is referred to as "Security Shares."  The Security Shares will be held by
the  Subscriber  pursuant to a Security Agreement.  Subscriber will be granted a
security  interest  in  the  Security  Shares and Kiosks to be memorialized in a
Security  Agreement.  The  shareholders  depositing  the Security Shares and the
Company  will execute Forms UCC-1 to be filed at the Company's expense with such
states  and  counties  designated  by  the  Subscribers.  The  Company will also
execute  all  such  documents  reasonably  necessary  to memorialize and further
protect  the  security  interest  described above.  The Company agrees to pay or
reimburse  the  party  who  files  the  Forms  UCC-1.

     13.     Miscellaneous.
             -------------

     (a)     Notices.  All  notices  or  other  communications  given  or  made
             -------
hereunder  shall  be  in  writing  and  shall  be personally delivered or deemed
delivered the first business day after being telecopied (provided that a copy is
delivered  by  first class mail) to the party to receive the same at its address
set forth below or to such other address as either party shall hereafter give to
the  other by notice duly made under this Section:  (i) if to the Company, to Go
Online  Networks  Corporation,  5681  Beach Boulevard, Suite 101, Buena Park, CA
90621,  telecopier  number:  (714)  736-9488, with a copy by telecopier 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, and (ii) if to
the  Subscriber,  to  the  name,  address  and  telecopy number set forth on the
signature  page  hereto,  with  a copy by telecopier only to Barbara R. Mittman,
Esq., 551 Fifth Avenue, Suite 1601, New York, New York 10176, telecopier number:
(212)  697-3575.

(b)     Closing.  The consummation of the transactions contemplated herein shall
        -------
take  place  at the offices of Barbara R. Mittman, Esq., 551 Fifth Avenue, Suite
1601, New York, NY 10176, upon the satisfaction of all conditions to Closing set
forth  in  this  Agreement.  The  closing date shall be the date that subscriber
funds  representing  the  net amount due the Company from the Purchase Price are
transmitted  by  wire  transfer  to  the  Company  (the  "Closing  Date").

(c)     Entire  Agreement;  Assignment.  This  Agreement  represents  the entire
        ------------------------------
agreement  between  the parties hereto with respect to the subject matter hereof
and  may  be  amended  only  by a writing executed by both parties.  No right or
obligation  of either party shall be assigned by that party without prior notice
to  and  the  written  consent  of  the  other  party.

     (d)     Execution.  This  Agreement  may  be  executed  by  facsimile
             ---------
transmission,  and  in  counterparts,  each of which will be deemed an original.

     (e)     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
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.

     (f)     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 injunction 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  13(e)  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.

               (g)     Confidentiality.  The  Company  agrees  that  it will not
                       ---------------
disclose  publicly  or privately the identity of the Subscriber unless expressly
agreed  to  in  writing by the Subscriber or only to the extent required by law.


<PAGE>
     (h)     Automatic  Termination.  This  Agreement  shall  automatically
             ----------------------
terminate without any further action of either party hereto if the Closing shall
not  have  occurred  by  the  tenth  (10th) business day following the date this
Agreement  is  accepted  by  the  Subscriber.




                      [THIS SPACE INTENTIONALLY LEFT BLANK]


<PAGE>
     Please  acknowledge your acceptance of the foregoing Subscription Agreement
by  signing  and returning a copy to the undersigned whereupon it shall become a
binding  agreement  between  us.

     GO  ONLINE  NETWORKS  CORPORATION
A  Delaware  Corporation


     By: /s/ Joseph M. Naughton

     Dated:  April  30,  2001


ATTEST:


By:  Samantha Meglan




--------------------------------------------------------

Purchase  Price:  $500,000.00
                  -----------



ACCEPTED:  Dated  as  of  April  30,  2001


LAURUS  MASTER  FUND,  LTD.  -  Subscriber
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



By:  David Grin


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


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.  for  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
-----     -------------------

Laurus  Capital  Management,  L.L.C.  is  entitled to receive the $2,500 Expense
Allowance  described  in  Section  6(a).


<PAGE>
                                   SCHEDULE 2
                                   ----------


1.     Convertible  Promissory  Note  held  by  Triton  Private  Equities  Fund,
$705,887.35  original  principal  amount,  due  January  10,  2002.  *

2.     Convertible  Promissory  Note  held by Eiger Companies, Ltd., $294,117.65
original  principal  amount,  due  March  15,  2002.  *


*  Subject  to  waiver  of  defaults  through  due  dates.