AGREEMENT  AND  PLAN  OF  REORGANIZATION

     THIS  AGREEMENT  AND  PLAN  OF REORGANIZATION (this "Agreement") is entered
into  this  26th  day  of  September,  2000,  by  and  among  GO ONLINE NETWORKS
CORPORATION, a Delaware corporation ("GONT"), WESTLAKE CAPITAL CORP., a Colorado
corporation  and  a  wholly-owned  subsidiary  of  GONT  ("Westlake"),  and  the
"Surviving Corporation"), and NETSTRAT, INC., a Nevada corporation ("NetStrat").

     RECITALS
     --------

     A.     Westlake  is  a  wholly-owned  subsidiary  of  GONT.

     B.     Subject  to  and in accordance with the terms and conditions of this
Agreement and pursuant to the Certificate of Merger attached hereto as Exhibit A
("Certificate  of Merger"), the parties intend that NetStrat will merge with and
into  Westlake  (the "Merger"), whereby at the Effective Time of the Merger, all
of  the  NetStrat  Common  Stock will be converted into four million one hundred
sixty-six thousand six hundred sixty-six (4,166,666) shares of GONT Common Stock

     C.     For  federal  income  tax  purposes, it is intended that the Mergers
shall  qualify  as a tax free reorganization within the meaning of '368(a)(2)(D)
of  the  Code.

     D.     The  parties  hereto  desire  to  set forth certain representations,
warranties  and  covenants  made  by  each  to the other as an inducement to the
consummation  of  the  Mergers.

     AGREEMENT
     ---------

     NOW,  THEREFORE,  in  reliance on the foregoing recitals and in and for the
consideration  and  mutual  covenants  set  forth  herein,  the parties agree as
follows:

     10     CERTAIN  DEFINITIONS.
            --------------------

     1.1     "GONT  COMMON  STOCK"  shall  mean all of the outstanding shares of
Common  Stock  of  GONT.

     1.2     "GONT  DISCLOSURE  SCHEDULE"  shall  mean  the  disclosure schedule
provided  to  NetStrat by GONT and Westlake disclosing such items and matters as
are  required  to  be  disclosed  under  this  Agreement.

     1.3     "GONT FINANCIAL STATEMENTS" shall mean GONT's audited balance sheet
as  of December 31, 1999, and statements of operations, stockholder's equity and
cash  flow  for  the  twelve  (12)  month period then ended and GONT's unaudited
balance  sheet  as  of June 30, 2000 and statements of operations, stockholder's
equity  and  cash  flow  for  the  six  month  period  then  ended.


<PAGE>

     1.4     "GONT  PRODUCTS/SERVICES" shall mean all products or services which
have  been,  or are being, marketed by GONT, or are currently under development,
and  all  patents,  patent  applications, trade secrets, copyrights, trademarks,
trade  names  and other proprietary rights related to such products or services.

     1.5     "AFFILIATE"  shall  have  the  meaning  set  forth in the rules and
regulations  promulgated  by  the  Commission  pursuant  to  the Securities Act.

     1.6     "CLOSING"  shall  mean the closing of the transactions contemplated
by  this  Agreement.

     1.7     "CLOSING  DATE"  shall  mean  the  date  of  the  Closing.

     1.8     "CODE"  shall mean the United States Internal Revenue Code of 1986,
as  amended.

     1.9     "COMMISSION"  shall  mean the United States Securities and Exchange
Commission.

     1.10     "DISSENTING  SHARES"  shall  mean those shares held by holders who
perfect  their  appraisal  rights  under  the  applicable  state  laws.

     1.11     "EFFECTIVE TIME" shall mean the date and time of the effectiveness
of  the  Merger  under  Nevada  and  Colorado  law.

     1.12     "GAAP"  shall  mean  generally  accepted  accounting  principles.

     1.13     "NETSTRAT  COMMON  STOCK" shall mean all the outstanding shares of
common  stock  of  NetStrat.

     1.14     "NETSTRAT  DISCLOSURE SCHEDULE" shall mean the disclosure schedule
provided  to  GONT and Westlake by NetStrat disclosing such items and matters as
are  required  to  be  disclosed  under  this  Agreement.

     1.15     "NETSTRAT  FINANCIAL  STATEMENTS"  shall  mean  NetStrat's audited
balance  sheet  as  of  December  31,  1999,  and  statements  of  operations,
stockholders'  equity  and cash flow for the twelve (12) month period then-ended
and  NetStrat's  unaudited  balance sheet as of June 30, 2000, and statements of
operations,  stockholders'  equity  and  cash  flow for the six (6) month period
then-ended.

     1.16     "NETSTRAT  PRODUCTS/SERVICES"  shall mean all products or services
which  have  been,  or  are  being,  marketed by NetStrat or are currently under
development,  and  all  trade  secrets,  copyrights, trademarks, trade names and
other  proprietary  rights  related  to  such  products  or  services.


<PAGE>
     1.17     "MATERIAL  ADVERSE EFFECT" shall mean an effect on the operations,
assets  or  financial  condition  of an entity considered as a whole which would
lead  a  reasonable  business  person  to conclude that entering into the Merger
would  not  be  advisable  in  light  of  the  effect.

     1.18     "SECURITIES  ACT"  shall  mean  the  Securities  Act  of  1933, as
amended,  or  any  similar  federal  statute  and  the  rules  and  regulations
thereunder,  all  as  the  same  shall  be  in  effect  at  the  time.

     1.19     "SUBSIDIARY"  OR  "SUBSIDIARIES"  shall  mean  all  corporations,
trusts,  partnerships, associations, joint ventures or other Persons, as defined
below,  of  which a corporation or any other Subsidiary of such corporation owns
not  less  than twenty percent (20%) of the voting securities or other equity or
of which such corporation or any other Subsidiary of such corporation possesses,
directly  or  indirectly,  the  power  to  direct  or cause the direction of the
management  and policies, whether through ownership of voting shares, management
contracts  or  otherwise.  "Person"  means  any  individual, corporation, trust,
association,  partnership,  proprietorship,  joint  venture  or  other  entity.

     1.20     "TRANSACTION  DOCUMENTS"  shall  mean  all documents or agreements
attached  as  an  exhibit  or  schedule  hereto,  and  set forth on the Table of
Contents.

     20     PLAN  OF  REORGANIZATION.
            ------------------------

     2.1     THE  MERGER.  Subject to the terms and conditions of this Agreement
and  the  Certificate of Merger, NetStrat shall be merged with and into Westlake
in  accordance  with  the  applic-able  provisions  of the laws of the States of
Nevada and Colorado, and with the terms and conditions of this Agreement and the
Certificates  of  Merger  set  forth  as  Exhibits  A  and,  B  so  that:

     (A)     At the Effective Time (as defined in Section 2.5 (below)), NetStrat
shall be merged with and into Westlake.  As a result of the Merger, the separate
corporate  existence of NetStrat shall cease, and Westlake shall continue as the
surviving  corporation,  and  shall  succeed to and assume all of the rights and
obligations of NetStrat (which shall include the rights and obligations of GONT)
in  accordance  with  the  laws  of  Colorado.

     (B)     The  Certificate  of Incorporation and Bylaws of Westlake in effect
immediately  prior  to  the  Effective  Time  shall  be  the  Certificate  of
Incorporation  and  Bylaws, respectively, of the Surviving Corporation after the
Effective  Time  unless  and  until  further  amended  as  provided  by  law.

     2.2     CONVERSION  OF SHARES.  All of the shares of NetStrat common stock,
issued  and outstanding immediately prior to the Effective Time will, by virture
of the Merger, and at the Effective Time, and without further action on the part
of  the  shareholders  of  NetStrat,  be converted into four million one hundred
sixty-six  thousand  six  hundred and sixty-six (4,166,666) shares of fully paid
and  nonassessable  shares  of  GONT  common  stock.

     2.3     FRACTIONAL  SHARES.  No fractional shares of GONT common stock will
be  issued  in  connection  with  the  Subsequent  Merger.

<PAGE>
     2.4     THE  CLOSING.  Subject to termination of this Agreement as provided
in Section 10 (below), the Closing shall take place at the offices of Cutler Law
Group,  610 Newport Center Drive, Suite 800, Newport Beach, CA 92660, as soon as
possible upon the satisfaction or waiver of all conditions set forth in Sections
8, 9 and 10 hereof, or such other time and place as is mutually agreeable to the
parties.    The  Closing shall be no later than the time following the clearance
of  GONT's  Form  S-4  filed  in  connection  with  this  Agreement.

     2.5     EFFECTIVE  TIME.  Simultaneously  with the Closing, the Certificate
of  Merger for the Merger shall be filed in the office of the Secretary of State
of the State of Nevada and the Secretary of State of the State of Colorado.  The
Merger  shall become effective immediately upon the filing of the Certificate of
Merger  with  such  offices.

     2.6     TAX  FREE  REORGANIZATION.  The  parties  intend  to  adopt  this
Agreement  as a tax-free plan of reorganization and to consummate the Mergers in
accordance  with the provisions of '368(a)(2)(D) of the Code.  Each party agrees
that  it  will  not  take  or  assert  any position on any tax return, report or
otherwise  which  is  inconsistent  with  the  qualification of the Mergers as a
reorganization  within the meaning of '368(a) of the Code.  Except for cash paid
in  lieu  of  fractional  shares,  no consideration that could constitute "other
property"  within  the meaning of '356 of the Code is being paid by GONT for the
NetStrat  Common Stock.  In addition, GONT and Westlake represent now, and as of
the  Closing  Date,  that  they presently intend to continue NetStrat's historic
business  or  use  a  significant  portion  of  NetStrat's  business assets in a
business.

     30     REPRESENTATIONS  AND  WARRANTIES  OF  GONT  AND WESTLAKE.  Except as
otherwise  set  forth  in the GONT Disclosure Schedule attached hereto, GONT and
Westlake  jointly  and  severally represent and warrant to NetStrat as set forth
below.  No fact or circumstance disclosed shall constitute an exception to these
representations  and warranties unless such fact or circumstance is set forth in
the  GONT  Disclosure  Schedule  or  such supplements thereto as may mutually be
agreed  upon  in  writing  by  GONT,  Westlake  and  NetStrat.

     3.1     ORGANIZATION.  GONT  and  Westlake are corporations duly organized,
validly  existing  and  in  good  standing  under  the  laws  of  the  state  of
incorporation of such entity and have the corporate power and authority to carry
on  their respective businesses as it is now being conducted.  GONT and Westlake
are  duly  qualified or licensed to do business and are in good standing in each
jurisdiction  in  which  the nature of their respective businesses or properties
makes  such  qualification or licensing necessary except where the failure to be
so  qualified  would  not  have  a Material Adverse Effect on GONT and Westlake.


<PAGE>
     3.2     CAPITALIZATION.  The authorized capital of GONT will consist, prior
to  the  Closing,  of  100,000,000  shares  of Common Stock, of which 83,960,343
shares  were  issued  and  outstanding at June 30, 2000.  GONT is the record and
beneficial  owner  of all shares of Westlake Common Stock, free and clear of any
and  all  claims,  liens, encumbrances or security interests.  All of the issued
and  outstanding  shares  of  GONT  and  Westlake  capital  stock have been duly
authorized,  validly  issued, are fully paid and nonassessable, and such capital
stock  has  been issued in full compliance with all applicable federal and state
securities  laws.  None of GONT's or Westlake's issued and outstanding shares of
capital  stock  are  subject  to  repurchase  or  redemption  rights.

     3.3     POWER,  AUTHORITY  AND  VALIDITY.  GONT  and  Westlake  have  the
corporate power to enter into this Agreement and the other Transaction Documents
to  which  they  are  parties  and  to carry out their obligations hereunder and
thereunder.  The  execution  and  delivery of this Agreement and the Transaction
Documents  and  the  consummation  of  the  transactions contemplated hereby and
thereby  have  been  duly  authorized  by  the  Boards  of Directors of GONT and
Westlake  and,  except  for  approval  of  the  shareholders  of  GONT, no other
corporate proceedings on the part of GONT or Westlake are necessary to authorize
this  Agreement,  the  other  Transaction  Documents  and  the  transactions
contemplated  herein  and  therein.  GONT  and  Westlake  are not subject to, or
obligated  under,  any  charter,  bylaw  or  contract  provision or any license,
franchise  or permit, or subject to any order or decree, which would be breached
or violated by or in conflict with its executing and carrying out this Agreement
and the transactions contemplated hereunder and under the Transaction Documents.
Except  for  (i)  the  filing of the Certificate of Merger with the Secretary of
State  of  the  State  of  Nevada  and  appropriate  documents with the relevant
authorities  of other states in which GONT is qualified to do business, (ii) the
filing  of  the Certficate of Merger with the Secretary of State of the State of
Colorado  and  (ii)  filings under applicable securities laws, no consent of any
person  who  is  a party to a contract which is material to GONT's business, nor
consent of any governmental authority, is required to be obtained on the part of
GONT  to  permit  the  transactions  contemplated  herein  and to permit GONT to
continue the business activities of GONT as previously conducted by GONT without
a  Material  Adverse  Effect.  This  Agreement  is,  and  the  other Transaction
Documents  when  executed and delivered by GONT and Westlake shall be, the valid
and  binding  obligations  of  GONT and Westlake, enforceable in accordance with
their  respective  terms.

     3.4     FINANCIAL  STATEMENTS.

     (A)     GONT  has  made  available to NetStrat copies of the GONT Financial
Statements.

     (B)     The  GONT  Financial Statements are complete and in accordance with
the  books and records of GONT and present fairly the financial position of GONT
as of its historical dates.  The GONT Financial Statements have been prepared in
accordance  with  GAAP,  applied  on  a  basis  consistent  with  prior periods.

     3.5     TAX  MATTERS.

<PAGE>
     (A)     GONT  has  fully  and timely, properly and accurately filed all tax
returns  and  reports  required  to  be  filed  by  it  (or extensions thereof),
including  all  federal,  foreign, state and local tax returns and estimates for
all years and periods (and portions thereof) for which any such returns, reports
or estimates were due.  All such returns, reports and estimates were prepared in
the  manner  required  by  applicable  law.  All income, sales, use, occupation,
property  or other taxes or assessments due from GONT have been paid.  There are
no  pending  assessments,  asserted  deficiencies or claims for additional taxes
that  have not been paid.  The reserves for taxes, if any, reflected on the GONT
Financial  Statements are adequate and there are no tax liens on any property or
assets of GONT.  There have been no audits or examinations of any tax returns or
reports  by any applicable governmental agency.  No state of facts exists or has
existed  which  would constitute grounds for the assessment of any penalty or of
any  further  tax  liability  beyond  that  shown on the respective tax reports,
returns  or estimates.  There are no outstanding agreements or waivers extending
the  statutory  period  of  limitation applicable to any federal, state or local
income  tax  return  or  report  for  any  period.

     (B)     All  taxes which GONT has been required to collect or withhold have
been  duly  withheld or collected and, to the extent required, have been paid to
the  proper  taxing  authority.

     (C)     GONT  is  not  a  party  to  any  tax-sharing  agreement or similar
arrangement  with  any  other  party.

     (D)     At  no  time  has  GONT  been  included in the federal consolidated
income  tax  return  of  any  affiliated  group  of  corporations.

     (E)     No  payment  which GONT is obliged to pay to any director, officer,
employee  or  independent  contractor  pursuant  to  the  terms of an employment
agree-ment, severance agreement or otherwise will constitute an excess parachute
payment  as  defined  in  '280G  of  the  Code.

     (F)     GONT  is  not currently under any contractual obligation to pay any
tax  obligations  of,  or with respect to any transaction relating to, any other
person  or  to  indemnify  any  other  person  with  respect  to  any  tax.

     3.6     TAX-FREE  REORGANIZATION.

     (A)     Neither  GONT  nor  Westlake has taken or agreed to take any action
that  would  prevent  the  Mergers from constituting a reorganization qualifying
under  the  provi-sions  of  '368(a)  of  the  Code.

     (B)     Neither  GONT  nor  Westlake is an investment company as defined in
''368(a)(2)(F)(iii)  and  (iv)  of  the  Code.

     3.7     NO BROKERS.  Neither GONT nor Westlake is obligated for the payment
of  fees  or  expenses  of  any  broker or finder in connection with the origin,
negotiation  or  execution  of this Agreement or the Certificate of Merger or in
connection  with  any  transaction  contemplated  hereby  or  thereby.



<PAGE>
     40     REPRESENTATIONS AND WARRANTIES OF NETSTRAT,  Except as otherwise set
forth  in the NetStrat Disclosure Schedule attached hereto, NetStrat jointly and
severally  represent  and  warrant  to  GONT  as  set  forth  below.  No fact or
circumstance  disclosed  to  GONT  shall  constitute  an  exception  to  these
representations  and warranties unless such fact or circumstance is set forth in
the  NetStrat Disclosure Schedule or such supplements thereto as may mutually be
agreed  upon  in  writing  by  NetStrat  and  GONT.

     4.1     ORGANIZATION.  NetStrat  is  a corporations duly organized, validly
existing  and  in  good standing under the laws of the state of incorporation of
such  entity  and  have  the  corporate  power  and  authority to carry on their
respective  businesses as it is now being conducted.  NetStrat is duly qualified
or  licensed  to  do  business  and are in good standing in each jurisdiction in
which  the  nature  of  its  business  or properties makes such qualification or
licensing necessary except where the failure to be so qualified would not have a
Material  Adverse  Effect  on  NetStrat.  True and complete copies of NetStrat's
Articles  of Incorporation and Bylaws, as in effect on the date hereof and as to
be  in  effect  as  of  the  Closing,  have  been  provided  to  GONT  or  its
representatives.

     4.2     CAPITALIZATION.

     (A)     The  authorized  capital  of  NetStrat  will  consist, prior to the
Closing, of 100,000,000 shares of Common Stock, of which approximately 5,710,194
shares  are  issued  and outstanding as of the date hereof.  All of the NetStrat
Common  Stock  is  free  and clear of any and all claims, liens, encumbrances or
security  interests.

     (B)     Except  as  set forth in the NetStrat Disclosure Schedule, NetStrat
has  no  outstanding  preemptive rights, subscription rights, options, warrants,
rights  to  convert  or  exchange, capital stock equivalents, or other rights to
purchase  or  otherwise  acquire any NetStrat capital stock or other securities.

     (C)     All  of the issued and outstanding shares of NetStrat capital stock
have been duly authorized, validly issued, are fully paid and nonassessable, and
such  capital  stock  has  been  issued  in  full compliance with all applicable
federal  and  state  securities laws.  None of NetStrat's issued and outstanding
shares  of  capital  stock  are  subject  to  repurchase  or  redemption rights.

     (D)     Except for any restrictions imposed by applicable state and federal
securities  laws,  there  is  no  right  of  first  refusal,  option,  or  other
restriction  on  transfer  applicable to any shares of NetStrat's capital stock.

     (E)     NetStrat  is  not  under  any  obligation  to  register  under  the
Securities  Act  any  shares of its capital stock or any other of its securities
that  might  be  issued  in  the  future  if  the  Merger  were not consummated.

     (F)     NetStrat  is  not  a  party  or  subject  to  any  agreement  or
understanding  and  there  is no agreement or understanding between or among any
persons  that affects or relates to the voting or giving of written consent with
respect  to  any  security.


<PAGE>
     4.3     POWER, AUTHORITY AND VALIDITY.  NetStrat has the corporate power to
enter  into  this Agreement and the other Transaction Documents to which it is a
party  and to carry out its obligations hereunder and thereunder.  The execution
and  delivery  of  this  Agreement  and  the  Transaction  Documents  and  the
consummation  of the transactions contemplated hereby and thereby have been duly
authorized  by  the  Boards  of  Directors  of  NetStrat  and no other corporate
proceedings  on  the part of NetStrat are necessary to authorize this Agreement,
the  other  Transaction  Documents  and the transactions contemplated herein and
therein.  NetStrat  is not subject to, or obligated under, any charter, bylaw or
contract  provision or any license, franchise or permit, or subject to any order
or  decree,  which  would  be  breached  or  violated by or in conflict with its
executing  and  carrying  out  this  Agreement and the transactions contemplated
hereunder and under the Transaction Documents.  Except for (i) the filing of the
Certificate  of  Merger  with  the Secretary of State of the State of Nevada and
appropriate  documents  with  the  relevant authorities of other states in which
NetStrat  is  qualified  to  do  business,  (ii) the filing of the Certficate of
Merger  with  the  Secretary  of State of the State of Colorado and (ii) filings
under  applicable  securities laws, no consent of any person who is a party to a
contract  which  is  material  to  NetStrat's  business,  nor  consent  of  any
governmental  authority,  is  required to be obtained on the part of NetStrat to
permit  the  transactions contemplated herein and to permit NetStrat to continue
the  business activities of NetStrat as previously conducted by NetStrat without
a  Material  Adverse  Effect.  This  Agreement  is,  and  the  other Transaction
Documents  when  executed  and  delivered  by  NetStrat  shall be, the valid and
binding obligations of NetStrat, enforceable in accordance with their respective
terms.

     4.4     FINANCIAL  STATEMENTS.

     (A)     NetStrat  has  delivered  to  GONT copies of the NetStrat Financial
Statements.

     (B)     The  NetStrat  Financial  Statements are complete and in accordance
with the books and records of NetStrat and present fairly the financial position
of  NetStrat as of its historical dates.  The NetStrat Financial Statements have
been  prepared in accordance with GAAP, applied on a basis consistent with prior
periods.  Except and to the extent reflected or reserved against in such balance
sheets (including the notes thereto), NetStrat does not have, as of the dates of
such  balance sheets, any liabilities or obligations (absolute or contingent) of
a  nature  required  or  customarily  reflected in a balance sheet (or the notes
thereto)  prepared  in accordance with GAAP.  The reserves, if any, reflected on
the  NetStrat  Financial  Statements  are adequate in light of the contingencies
with  respect  to  which  they  are  made.

     (C)     NetStrat  has  no  debt,  liability,  or  obligation of any nature,
whether  accrued,  absolute,  contingent,  or  otherwise,  and whether due or to
become  due, that is not reflected or reserved against in the NetStrat Financial
Statements,  except  for those (i) that may have been incurred after the date of
the  NetStrat  Financial Statements; or (ii) that are not required by GAAP to be
included  in  a balance sheet or the notes thereto, except that NetStrat has not
established any reserves with respect to the costs and fees associated with this
Agreement,  the  other  Transaction Documents, and the transactions contemplated
hereby  and  thereby.  All material debts, liabilities, and obligations incurred
after  the  date  of  the  NetStrat  Financial  Statements  were incurred in the
ordinary  course  of  business,  and  are  usual  and  normal  in  amount  both
individually  and  in  the  aggregate.


<PAGE>
     4.5     TAX  MATTERS.

     (AI     NetStrat  has  fully  and timely, properly and accurately filed all
tax  returns  and  reports  required  to be filed by it (or extensions thereof),
including  all  federal,  foreign, state and local tax returns and estimates for
all years and periods (and portions thereof) for which any such returns, reports
or estimates were due.  All such returns, reports and estimates were prepared in
the  manner  required  by  applicable  law.  All income, sales, use, occupation,
property  or other taxes or assessments due from NetStrat have been paid.  There
are no pending assessments, asserted deficiencies or claims for additional taxes
that  have  not  been  paid.  The  reserves  for taxes, if any, reflected on the
NetStrat  Financial  Statements  are  adequate and there are no tax liens on any
property  or  assets  of NetStrat.  There have been no audits or examinations of
any  tax  returns or reports by any applicable governmental agency.  No state of
facts exists or has existed which would constitute grounds for the assessment of
any  penalty or of any further tax liability beyond that shown on the respective
tax  reports,  returns  or  estimates.  There  are  no outstanding agreements or
waivers  extending the statutory period of limitation applicable to any federal,
state  or  local  income  tax  return  or  report  for  any  period.

     (BI     All  taxes  which NetStrat has been required to collect or withhold
have been duly withheld or collected and, to the extent required, have been paid
to  the  proper  taxing  authority.

     (CI     NetStrat  is  not  a  party to any tax-sharing agreement or similar
arrangement  with  any  other  party.

     (DI     At  no  time has NetStrat been included in the federal consolidated
income  tax  return  of  any  affiliated  group  of  corporations.

     (EI     No  payment  which  NetStrat  is  obliged  to  pay to any director,
officer,  employee  or  independent  contractor  pursuant  to  the  terms  of an
employment  agree-ment,  severance  agreement  or  otherwise  will constitute an
excess  parachute  payment  as  defined  in  '280G  of  the  Code.

     (FI     NetStrat  is  not currently under any contractual obligation to pay
any  tax  obligations  of,  or  with respect to any transaction relating to, any
other  person  or  to  indemnify  any  other  person  with  respect  to any tax.

     4.6     TAX-FREE  REORGANIZATION.

     (AI     NetStrat  has  not  taken  or  agreed to take any action that would
prevent  the  Merger  from  constituting  a  reorganization qualifying under the
provi-sions  of  '368(a)  of  the  Code.

     (BI     NetStrat  is  not  an  investment  company  as  defined  in
''368(a)(2)(F)(iii)  and  (iv)  of  the  Code.


<PAGE>
     4.7     ABSENCE  OF  CERTAIN  CHANGES  OR EVENTS.  Since December 31, 1999,
NetStrat  has  not:

     (AI     suffered  any material adverse change in its financial condition or
in  the  operations  of  its  business,  nor any material adverse changes in its
balance  sheet,  (with  the  NetStrat  Financial  Statements  and any subsequent
balance  sheet  analyzed  as  if  each  had  been  prepared  according to GAAP),
including but not limited to cash distributions or material decreases in the net
assets  of  NetStrat;

     (BI     suffered  any  damage,  destruction  or  loss,  whether  covered by
insurance or not, materially and adversely affecting its properties or business;

     (CI     granted  or agreed to make any increase in the compensation payable
or  to become payable by it to its officers or employees, except those occurring
in  the  ordinary  course  of  business;

     (DI     declared,  set  aside  or  paid  any  dividend  or  made  any other
distribution on or in respect of the shares of its capital stock or declared any
direct  or  indirect redemption, retirement, purchase or other acquisition by it
of  such  shares;

     (EI     issued  any  shares  of  its capital stock or any warrants, rights,
options  or  entered  into  any commitment relating to its shares except for the
issuance  of  its  pursuant  to  the  exercise  of  outstanding  options;

     (FI     made  any change in the accounting methods or practices it follows,
whether  for general financial or tax purposes, or any change in depreciation or
amorti-zation  policies  or  rates  adopted  therein;

     (GI     sold,  leased, abandoned or otherwise disposed of any real property
or  any  machinery,  equipment  or  other  operating  property other than in the
ordinary  course  of  business;

     (HI     sold,  assigned, transferred, licensed or otherwise disposed of any
patent, trademark, trade name, brand name, copyright (or pending application for
any  patent,  trademark  or  copyright)  invention, work of authorship, process,
know-how,  formula  or  trade  secret or interest thereunder or other intangible
asset  except  in  the  ordinary  course  of  its  business;

     (II     suffered  any  labor  dispute;

     (JI     engaged  in any activity or entered into any material commitment or
transaction  (including without limitation any borrowing or capital expenditure)
other  than  in  the  ordinary  course  of  business;

     (KI     incurred  any liabilities except in the ordinary course of business
and  consistent  with  past  practice which would be required to be disclosed in
financial  statements  prepared  in  accordance  with  GAAP;

<PAGE>
     (LI     permitted  or allowed any of its property or assets to be subjected
to  any  mortgage,  deed  of  trust,  pledge,  lien,  security interest or other
encumbrance  of any kind, except those permitted under Section 4.8 hereof, other
than  any  purchase  money security interests incurred in the ordinary course of
business;

     (MI     made  any  capital  expenditure  or  commitment  for  additions  to
property,  plant  or  equipment  in  excess  of  One  Thousand Dollars ($1,000);

     (NI     paid,  loaned  or  advanced  any amount to, or sold, transferred or
leased any properties or assets to, or entered into any agreement or arrangement
with  any of its Affiliates, officers, directors or stockholder or any Affiliate
or  associate  of  any  of  the  foregoing;

     (OI     made  any amendment to or terminated any agreement which, if not so
amended  or  terminated,  would  be  required  to  be  disclosed on the NetStrat
Disclosure  Schedule;  or

     (PI     agreed  to  take  any  action  outside  of  its  ordinary course of
business  or  which  would  constitute  a  breach  of any of the representations
contained  in  this  Agreement.

     4.8     TITLE  AND RELATED MATTERS.  NetStrat has good and marketable title
to  all  the  properties, interests in properties and assets, real and personal,
reflected in the NetStrat Financial Statements or acquired after the date of the
NetStrat  Financial  Statements  (except properties, interests in properties and
assets  sold  or  otherwise disposed of since the date of the NetStrat Financial
Statements in the ordinary course of business), free and clear of all mortgages,
liens,  pledges,  charges  or  encumbrances of any kind or character, except the
lien  of current taxes not yet due and payable and except for liens which in the
aggregate  do not secure more than One Thousand Dollars ($1,000) in liabilities.
The  equipment  of  NetStrat  used  in  the operation of its business is in good
operating  condition  and repair.  All real or personal property leases to which
NetStrat  is  a  party  are  valid, binding, enforceable obligations of NetStrat
effective  in accordance with their respective terms.  There is not under any of
such  leases  any  existing material default or event of default or event which,
with  notice or lapse of time or both, would constitute a material default.  The
NetStrat  Disclosure  Schedule  contains  a description of all real and personal
property leased or owned by NetStrat, identifying such property and, in the case
of  real property, stating the monthly rental due, term of lease and square feet
leased.  True and correct copies of each of NetStrat's leases have been provided
to  GONT  or  its  representatives.

     4.9     PROPRIETARY  RIGHTS.


<PAGE>
     (AI     NetStrat  owns  all  right,  title and interest in and to, or valid
licenses  for  use  of,  all patents, copyrights, technology, software, software
tools,  know-how,  processes,  trade  secrets,  trademarks, service marks, trade
names  and  other  proprietary  rights  used  in or necessary for the conduct of
NetStrat's  business as conducted to the date hereof or contemplated, including,
without  limitation,  the  technology  and  all  proprietary rights developed or
discovered  or  used  in  connection  with  or  contained  in  the  NetStrat
Products/Services,  free  and  clear  of  all  liens,  claims  and  encumbrances
(including without limitation distribution rights) (all of which are referred to
as  "NetStrat  Proprietary  Rights")  and NetStrat has the right to transfer all
such rights to NetStrat as contemplated hereby.  The foregoing representation as
it  relates  to  NetStrat  Third-Party  Technology  (as  hereinafter defined) is
limited to NetStrat's interest pursuant to the NetStrat Third-Party Licenses (as
hereinafter  defined),  all of which are valid and enforceable and in full force
and  effect  and  which  grant  NetStrat such rights to the NetStrat Third-Party
Technology  as  are  employed  in  or  necessary  to the business of NetStrat as
conducted  or  proposed  to  be  conducted.  The  NetStrat  Disclosure  Schedule
contains  an  accurate  and  complete description of (i) all patents, trademarks
(with separate listings of registered and unregistered trademarks), trade names,
and  registered copyrights in or related to the NetStrat Products/ Services, all
applications  and  registration  statements therefor, and a list of all licenses
and other agreements relating thereto; and (ii) a list of all licenses and other
agreements  with third parties (the "NetStrat Third-Party Licenses") relating to
any  inventions, technology, know-how, or processes that NetStrat is licensed or
otherwise  authorized  by  such  third  parties  to  use,  market, distribute or
incorporate  into  products  distributed by NetStrat (such software, inventions,
technology, know-how and processes are collectively referred to as the "NetStrat
Third-Party  Technology").  NetStrat's  trademark  or  trade  name registrations
related  to  the  NetStrat Products/Services and all of NetStrat's copyrights in
any  of  the  NetStrat Products/Services are valid and in full force and effect,
and  consummation  of  the  transactions  contemplated  hereby will not alter or
impair  any  such  rights.  No  claims  have been asserted against NetStrat (and
NetStrat  is  not aware of any claims which are likely to be asserted against it
or which have been asserted against others) by any person challenging NetStrat's
use,  possession,  manufacture,  sale, provision or distribution of the NetStrat
Products/Services  under any patents, trademarks, trade names, copyrights, trade
secrets,  technology,  know-how  or  processes  utilized by NetStrat (including,
without  limitation,  the  NetStrat  Third-Party  Technology)  or challenging or
question-ing  the validity or effectiveness of any license or agreement relating
thereto  (including,  without  limitation,  the  NetStrat Third-Party Licenses).
There  is  no valid basis for any claim of the type specified in the immediately
preceding  sentence  which could in any material way relate to or interfere with
the  currently planned continued enhancement and exploitation by NetStrat of any
of  the  NetStrat Products/Services.  None of the NetStrat Products/Services nor
the  use  or  exploita-tion of any patents, trademarks, trade names, copyrights,
technology,  know-how or processes by NetStrat in its current business infringes
on  the  rights  of,  constitutes  misappro-priation  of, or in any way involves
unfair  competition  with  respect to, any proprietary information or intangible
property  right  of any third person or entity, including without limitation any
patent,  trade  secret,  copyright,  trademark  or  trade  name.

     (BI     No  employee  of  NetStrat  is  in  violation  of  any  term of any
employment  contract,  patent  disclosure  agreement  or  any  other contract or
agreement relating to the relationship of any such employee with NetStrat or, to
NetStrat's  actual  knowledge,  any  other  party  because  of the nature of the
business  conducted  by  NetStrat  or  proposed  to  be  conducted  by NetStrat.


<PAGE>
     (CI     Each person presently or previously employed by NetStrat (including
independent  contractors,  if  any)  with access to confidential information has
executed  a confidentiality and non-disclosure agreement pursuant to the form of
agreement  previously  provided  to  NetStrat  or  its  representatives.  Such
confidentiality  and  non-disclosure  agreements  constitute  valid  and binding
obligations  of  NetStrat  and such person, enforceable in accordance with their
respective terms.  Neither the execution or delivery of such agreements, nor the
carrying  on  of their business as employees by such persons, nor the conduct of
their  business  as  currently  anticipated,  will  conflict with or result in a
breach  of  the terms, conditions or provisions of or constitute a default under
any  contract,  covenant  or  instrument  under  which  any  of  such persons is
obligated.

     (DI     No  product  or  service  liability  or warranty claims which could
exceed  One  Thousand  Dollars ($1,000) have been communicated to, or threatened
against,  NetStrat  nor,  to  NetStrat's actual knowledge, is there any specific
situation,  set  of  facts  or  occurrence that provides a basis for such claim.

     4.10     EMPLOYEE  BENEFIT  PLANS.  There is no unfunded prior service cost
with  respect  to  any  bonus,  deferred  compensation, pension, profit-sharing,
retirement,  stock  purchase,  stock option, or other employee benefit or fringe
benefit  plans, whether formal or informal, maintained by NetStrat.  Each bonus,
deferred  compensation,  pension,  profit-sharing,  retirement,  stock purchase,
stock option, and other employee benefit or fringe benefit plans, whether formal
or  informal,  maintained by NetStrat conforms to all applicable requirements of
the  Employees Retirement Income Security Act.  The NetStrat Disclosure Schedule
lists and describes all profit-sharing, bonus, incentive, deferred compensation,
vacation,  severance  pay,  retirement,  stock  option, group insurance or other
plans  (whether  written  or  not)  providing  employee  benefits.

     4.11     BANK  ACCOUNTS.  The  NetStrat  Disclosure Schedule sets forth the
names  and  locations  of  all  banks,  trusts,  companies,  savings  and  loan
associations,  and  other  financial  institutions  at  which NetStrat maintains
accounts  of  any nature and the names of all persons authorized to draw thereon
or  make  withdrawals  therefrom.

     4.12     CONTRACTS.

     (AI     NetStrat  has  no agreements, contracts or commitments that provide
for  the  sale,  licensing  or  distribution by NetStrat of any of its products,
services,  inventions, technology, know-how, trademarks or trade names except in
the  ordinary  course  of  its  business.

     (BI     Without  limiting  the provisions of Section 4.9 and except for any
agreements  with GONT, NetStrat has not granted to any third party any exclusive
rights  of  any  kind  with  respect  to  any of the NetStrat Products/Services.

     (CI     There  is  no outstanding sales contract, commitment or proposal of
NetStrat  that  is  currently expected to result in any loss to NetStrat (before
allocation  of overhead and administrative costs) upon completion or performance
thereof.

     (DI     NetStrat  has  no  outstanding agreements, contracts or commitments
with  officers,  employees,  agents,  consultants,  advisors,  salesmen,  sales
representatives, distributors or dealers that are not cancelable by it on notice
of  not  longer than thirty (30) days and without liability, penalty or premium.


<PAGE>
     (EI     NetStrat  has  no  employment,  independent  contractor  or similar
agreement,  contract or commitment that is not terminable on no more than thirty
(30)  days'  notice  without penalty or liability of any type, including without
limitation  severance  or  termination  pay.

     (FI     NetStrat  has no currently effective collective bargaining or union
agreements,  contracts  or  commitments.

     (GI     NetStrat  is  not  restricted  by agreement from competing with any
person  or  from  carrying  on  its  business  anywhere  in  the  world.

     (HI     NetStrat  has  not  guaranteed  any obligations of other persons or
made  any  agreements  to acquire or guarantee any obligations of other persons.

     (II     NetStrat  has  no outstanding loan or advance to any person; nor is
it  party  to  any  line of credit, standby financing, revolving credit or other
similar  financing  arrangement  of any sort which would permit the borrowing by
NetStrat  of  any  sum  not  reflected  in  the  NetStrat  Financial Statements.

     (JI     All  material  contracts,  agreements  and  instruments  to  which
NetStrat  is  a  party  are  valid,  binding,  in  full  force  and  effect, and
enforceable  by  NetStrat  in  accordance  with their respective terms.  No such
material  contract,  agreement  or  instrument  contains  any  material
liquidated-damages, penalty or similar provision.  NetStrat has not received any
notice  from  any  party  to any such material contract, agreement or instrument
that  such  party  intends  to  cancel, withdraw, modify or amend such contract,
agreement  or  arrangement.

     (KI     The  NetStrat  Disclosure  Schedule  lists  all material agreements
pursuant  to  which  NetStrat  has  agreed to supply to any third party NetStrat
Products/Services.

     (LI     NetStrat is not in default under or in breach or violation of, nor,
to  its  actual  knowledge, is there any valid basis for any claim of default by
NetStrat  under, or breach or violation by NetStrat of, any contract, commitment
or  restriction  to  which  NetStrat  is  a  party  or to which it or any of its
properties  is bound, where such defaults, breaches, or violations would, in the
aggregate,  have  a  Material  Adverse Effect on NetStrat.  To NetStrat's actual
knowledge,  no other party is in default under or in breach or violation of, nor
is  there  any  valid basis for any claim of default by any other party under or
any  breach  or  violation  by  any  other  party  of,  any  material  contract,
commitment,  or  restriction  to  which NetStrat is bound or by which any of its
properties  is bound, where such defaults, breaches, or violations would, in the
aggregate,  have  a  Material  Adverse  Effect  on  NetStrat.

     (MI     All  agreements,  contracts  and  commitments  (the  "Material
Contracts")  listed or described in the NetStrat Disclosure Schedule pursuant to
this  Section  4.12  are  assumable,  or  will otherwise be the property of, the
Surviving  Corporation  following  the  Mergers  without  further  action by the
Surviving  Corporation  or  NetStrat.  If  any of the Material Contracts are not
assumable by or will not be the property of, the Surviving Corporation following
the  Mergers,  then  NetStrat  has described in the NetStrat Disclosure Schedule
such  actions  as  is  necessary  for assumption of the Material Contract by the
Surviving  Corporation.

<PAGE>
     (NI     True and correct copies of each document or instrument described in
the  NetStrat  Disclosure  Schedule pursuant to this Section 4.12 have been made
available  to  GONT  or  its  representatives.

     4.13     INSIDER  TRANSACTIONS.  No  Affiliate of NetStrat has any interest
in  (i)  any material equipment or other property, real or personal, tangible or
intangible,  including,  without  limitation, any item of intellectual property,
used  in  connection with or pertaining to the business of NetStrat; or (ii) any
creditor,  supplier,  customer,  agent  or representative of NetStrat; provided,
however,  that no such Affiliate or other person shall be deemed to have such an
interest  solely by virtue of the ownership of less than one percent (1%) of the
outstanding  stock or debt securities of any publicly-held company, the stock or
debt  securities of which are traded on a recognized stock exchange or quoted on
the  National  Association  of  Securities  Dealers  Automated Quotation System.

     4.14     INSURANCE.  The  NetStrat  Disclosure  Schedule contains a list of
the  principal  policies of fire, liability and other forms of insurance held by
NetStrat.

     4.15     DISPUTES  AND  LITIGATION.  Except  as  set  forth in the NetStrat
Disclosure  Schedule,  there  is  no  suit,  action,  litigation,  proceeding,
investigation,  claim,  complaint,  or  accusation  pending, or to its knowledge
threatened  against  or  affecting  NetStrat or any of its properties, assets or
business  or to which NetStrat is a party, in any court or before any arbitrator
of  any  kind  or  before  or  by  any  governmental  agency (including, without
limitation, any federal, state, local, foreign or other governmental department,
commission,  board,  bureau,  agency  or instrumentality), and to its knowledge,
there  is no basis for such suit, action, litigation, proceeding, investigation,
claim, complaint, or accusation; (b) there is no pending or threatened change in
any  environmental,  zoning  or  building  laws, regulations or ordinances which
affect  or could affect NetStrat or any of its properties, assets or businesses;
and  (c)  there  is  no outstanding order, writ, injunction, decree, judgment or
award  by  any  court,  arbitrator  or  governmental  body  against or affecting
NetStrat  or any of its properties, assets or business.  There is no litigation,
proceeding,  investigation,  claim, complaint or accusation, formal or informal,
or  arbitration  pending,  or any of the aforesaid threatened, or any contingent
liability which would give rise to any right of indemnification or similar right
on  the  part of any director or officer of NetStrat or any such person's heirs,
executors  or  administrators  as  against  NetStrat.


<PAGE>
     4.16     COMPLIANCE  WITH  LAWS.  NetStrat  has  at  all  times  been,  and
presently  is,  in  full  compliance  with,  and  has not received notice of any
claimed  violation  of,  any applicable federal, state, local, foreign and other
laws,  rules and regulations.  NetStrat has filed all returns, reports and other
documents  and  furnished  all information required or requested by any federal,
state,  local  or  foreign  governmental  agency  and all such returns, reports,
documents  and  information are true and complete in all respects.  All permits,
licenses,  orders,  franchises  and  approvals  of  all federal, state, local or
foreign  governmental  or regulatory bodies required of NetStrat for the conduct
of  its  business have been obtained, no violations are or have been recorded in
respect  of  any  such  permits, licenses, orders, franchises and approvals, and
there is no litigation, proceeding, investigation, arbitration, claim, complaint
or  accusation,  formal  or  informal,  pending or threatened, which may revoke,
limit,  or question the validity, sufficiency or continuance of any such permit,
license,  order,  franchise  or  approval.  Such  permits,  licenses,  orders,
franchises  and  approvals are valid and sufficient for all activities presently
carried  on  by  NetStrat.

     4.17     SUBSIDIARIES.  NetStrat  has  no  subsidiaries.  NetStrat does not
own  or  control  (directly  or  indirectly)  any  capital stock, bonds or other
securities  of,  and  does  not  have  any  proprietary  interest  in, any other
corporation,  general  or  limited  partnership,  firm,  association or business
organization,  entity  or enterprise, and NetStrat does not control (directly or
indirectly)  the  management  or policies of any other corporation, partnership,
firm,  association  or  business  organization,  entity  or  enterprise.

     4.18     ENVIRONMENTAL  MATTERS.

     (AI     As  of  the  date  hereof, no underground storage tanks are present
under  any  property  that NetStrat has at any time owned, operated, occupied or
leased.  As  of  the  date hereof except as set forth in the NetStrat Disclosure
Schedule,  no  material  amount of any substance that has been designated by any
governmental  entity  or  by  applicable  federal,  state  or  local  law  to be
radioactive,  toxic,  hazardous  or  otherwise  a  danger  to  health  or  the
environment,  including,  without  limitation,  PCBs,  asbestos,  petroleum,
urea-formaldehyde  and all substances listed as hazardous substances pursuant to
the  Comprehensive  Environmental  Response,  Compensation, and Liability Act of
1980,  as amended, or defined as a hazardous waste pursuant to the United States
Resource  Conservation and Recovery Act of 1976, as amended, and the regulations
promulgated  pursuant  to  said laws (a "Hazardous Material"), excluding office,
janitorial  and  other  immaterial  supplies,  are  present,  as a result of the
actions  of  NetStrat  or,  to  NetStrat's  actual knowledge, as a result of any
actions of any third party or otherwise, in, on or under any property, including
the  land  and  the  improvements, ground water and surface water, that NetStrat
have  at  any  time  owned,  operated,  occupied  or  leased.

     (BI     At  no  time  has NetStrat transported, stored, used, manufactured,
disposed  of, released or exposed its employees or others to Hazardous Materials
in  violation  of  any  law  in  effect  on  or before the Closing Date, nor has
NetStrat  disposed of, transported, sold, or manufactured any product containing
a  Hazardous  Material  in  violation of any rule, regulation, treaty or statute
promulgated  by  any  governmental  entity  to  prohibit,  regulate  or  control
Hazardous  Materials  or  any  Hazardous  Material  Activities.

     (CI     NetStrat  currently  holds  all  environmental  approvals, permits,
licenses,  clearances  and consents necessary for the conduct of its business as
such  business  is  currently  being  conducted,  the  absence of which would be
reasonably  likely  to  have  a  Material  Adverse  Effect  on  NetStrat.

     (DI     No  action, proceeding, revocation proceeding, amendment procedure,
writ,  injunction  or  claim is pending or, to the actual knowledge of NetStrat,
threatened  concerning  any  Environmental Permit.  NetStrat is not aware of any
fact  or  circumstance which could involve it in any environmental litigation or
impose  upon  it any environmental liability which would be reasonably likely to
have  a  Material  Adverse  Effect  on  NetStrat.


<PAGE>
     4.19     CORPORATE  DOCUMENTS.  NetStrat  has  furnished  to  GONT  for its
examination:  (i)  copies  of  its  Certificate or Articles of Incorporation and
Bylaws;  (ii) its Minute Book containing all records required to be set forth of
all  proceedings, consents, actions, and meetings of the stockholders, the board
of directors and any committees thereof; (iii) all permits, orders, and consents
issued  by  any regulatory agency with respect to NetStrat, or any securities of
NetStrat,  and all applications for such permits, orders, and consents; and (iv)
their  stock  transfer  books  setting forth all transfers of any capital stock.
The  corporate  minute books, stock certificate books, stock registers and other
corporate  records  of  NetStrat  are  complete  and  accurate  in  all material
respects,  and  the  signatures appearing on all documents contained therein are
the  true  signatures  of  the  persons purporting to have signed the same.  All
actions  reflected  in  such  books  and  records were duly and validly taken in
compliance  with  the  laws  of  the  applicable  jurisdiction.

     4.20     NO  BROKERS.  NetStrat is not obligated for the payment of fees or
expenses  of  any broker or finder in connection with the origin, negotiation or
execution  of  this Agreement or the Certificate of Merger or in connection with
any  transaction  contemplated  hereby  or  thereby.

     4.21     DISCLOSURE.  No statements by NetStrat contained in this Agreement
and  the  Exhibits  and  NetStrat Disclosure Schedule attached hereto, any other
Transaction  Document or any written statement or certificate furnished or to be
furnished  pursuant  hereto  or in connection with the transactions contemplated
hereby  and  thereby  (when  read  together)  contains any untrue statement of a
material  fact  or omits to state a material fact necessary in order to make the
statements  contained  herein  or  therein  not  misleading  in  light  of  the
circumstances  under  which  they  were  made.

     5.     PRECLOSING  COVENANTS  OF  GONT  AND  WESTLAKE.

     5.1     NOTICES  AND  APPROVALS.  GONT  agrees:  (a)  to  give and to cause
Westlake  to  give all notices to third parties which may be necessary or deemed
desirable  by NetStrat in connection with this Agreement and the consummation of
the  transactions contemplated hereby; (b) to use its best efforts to obtain and
to  cause  Westlake  to  obtain,  all  federal and state governmental regulatory
agency  approvals,  consents,  permit,  authorizations,  and orders necessary or
deemed  desirable  by  NetStrat  in  connection  with  this  Agreement  and  the
consummation  of  the  transaction  contemplated hereby; and (c) to use its best
efforts  to  obtain,  and  to  cause  Westlake  to  obtain,  all  consents  and
authorizations  of  any  other  third  parties  necessary or deemed desirable by
NetStrat  in  connection  with  this  Agreement  and  the  consummation  of  the
transactions  contemplated  hereby.



<PAGE>
     5.2     INFORMATION  FOR  NETSTRAT'S STATEMENTS AND APPLICATIONS.  GONT and
Westlake  and  their  employees, accountants and attorneys shall cooperate fully
with  NetStrat  in  the  preparation  of  any statements or applications made by
NetStrat  to  any  federal or state governmental regulatory agency in connection
with  this  Agreement  and  the  transactions contemplated hereby and to furnish
NetStrat  with  all information concerning GONT and Westlake necessary or deemed
desirable  by  NetStrat  for  inclusion  in  such  statements  and applications,
including, without limitation, all requisite financial statements and schedules.

     6.     PRECLOSING  COVENANTS  OF  NETSTRAT.

     6.1     NOTICES AND APPROVALS.  NetStrat agrees: (a) to give all notices to
third  parties  which may be necessary or deemed desirable by GONT in connection
with  this  Agreement  and  the  consummation  of  the transactions contemplated
hereby; (b) to use its best efforts to obtain all federal and state governmental
regulatory  agency  approvals,  consents,  permit,  authorizations,  and  orders
necessary  or deemed desirable by GONT in connection with this Agreement and the
consummation  of  the  transaction  contemplated hereby; and (c) to use its best
efforts  to  obtain  all  consents and authorizations of any other third parties
necessary  or deemed desirable by GONT in connection with this Agreement and the
consummation  of  the  transactions  contemplated  hereby.

     6.2     ADVICE  OF  CHANGES.  NetStrat will promptly advise GONT in writing
(i)  of any event occurring subsequent to the date of this Agreement which would
render  any  representation or warranty of NetStrat contained in this Agreement,
if  made  on  or  as  of  the  date of such event or the Closing Date, untrue or
inaccurate  in  any  material respect and (ii) of any material adverse change in
NetStrat's  business,  taken  as  a  whole.

     6.3     INFORMATION  FOR  GONT'S STATEMENTS AND APPLICATIONS.  NetStrat and
its  employees, accountants and attorneys shall cooperate fully with GONT in the
preparation  of  any  statements  or applications made by GONT to any federal or
state  governmental  regulatory agency in connection with this Agreement and the
transactions  contemplated  hereby  and  to  furnish  GONT  with all information
concerning  NetStrat necessary or deemed desirable by GONT for inclusion in such
statements  and  applications,  including,  without  limitation,  all  requisite
financial  statements  and  schedules.

     6.4     CONDUCT  OF BUSINESS BY NETSTRAT.  Until the Closing, NetStrat will
continue  to conduct its business and maintain its business relationships in the
ordinary  and  usual  course  and will not, without the prior written consent of
GONT:

     (AI     borrow  any  money;

     (BI     lease,  license,  sell,  transfer  or  encumber  or  permit  to  be
encumbered  any  asset, intellectual property right or other property associated
with  the  business  of  NetStrat (including sales or transfers to Affiliates of
NetStrat);

     (CI     dispose  of  any  of  its  assets;

     (DI     enter  into  any  lease or contract for the purchase or sale of any
property,  real  or  personal;

     (EI     pay  any  bonus,  increased  salary, or special remuneration to any
officer  or  employee,  including  any  amounts for accrued but unpaid salary or
bonuses;

<PAGE>
     (FI     change  accounting  methods;

     (GI     declare,  set  aside  or  pay  any  cash or stock dividend or other
distribution  in  respect  of capital, or redeem or otherwise acquire any of its
capital  stock;

     (HI     amend  or  terminate any contract, agreement or license to which it
is  a  party;

     (II     loan  any  amount  to any person or entity, or guaranty or act as a
surety  for  any  obligation;

     (JI     issue  or  sell any shares of its capital stock of any class or any
other  of  its  securities,  or  issue  or  create  any  warrants,  obligations,
subscriptions,  options,  convertible  securities, or other commitments to issue
shares  of  capital  stock;

     (KI     split or combine the outstanding shares of its capital stock of any
class  or  enter  into  any recapitalization affecting the number of outstanding
shares  of  its  capital  stock  of  any  class  or  affecting  any other of its
securities;

     (LI     amend  its  Certificate  of  Incorporation  or  Bylaws;

     (MI     make  or  change any election, change any annual accounting period,
adopt  or  change any accounting method, file any amended tax return, enter into
any  closing  agreement, settle any tax claim or assessment, surrender any right
to  claim  refund of taxes, consent to any extension or waiver of the limitation
period  applicable  to  any tax claim or assessment, or take any other action or
omit  to  take  any  action,  if any such election, adoption, change, amendment,
agreement, settlement, surrender, consent or other action or omission would have
the  effect  of  increasing  the  tax  liability  of  NetStrat;

     (NI     do  anything  that would cause there to be material adverse changes
in  its  Financial  Statements (with such Financial Statements analyzed as if it
had  been  prepared  according  to  GAAP,  and including but not limited to cash
distributions  or material decreases in the net assets of NetStrat), between the
date  of  the  NetStrat  Financial  Statements  and  the  Closing  Date;  or

     (OI     agree  to  do  any of the things described in the preceding clauses
Section  6.4(a)  through  (n).

     7.     MUTUAL  COVENANTS.


<PAGE>
     7.1     DUE  DILIGENCE,  INVESTIGATION,  AND AUDITS.  At such time prior to
the  Closing  as may be reasonably requested, each party shall make available to
the  other party and the other party's employees, agents and representatives all
information  concerning  the  operation, business and prospects of such party as
may  be reasonably requested by the other party.  Each party will cooperate with
the  other  party  for the purpose of permitting the other party to discuss such
party's business and prospects with such party's customers, creditors, suppliers
and  other  persons  having  business  dealings  with  such  party,  subject  to
reasonable  confidentiality  obligations  between  the  parties.

     7.2     REGULATORY  FILINGS;  CONSENTS; REASONABLE EFFORTS.  Subject to the
terms  and  conditions  of this Agreement, GONT, Westlake and NetStrat shall use
their  respective best efforts to (i) make all necessary filings with respect to
the  Merger and this Agreement under the Securities Act, and applicable blue sky
or  similar  securities  laws  and  shall  use  all reasonable efforts to obtain
required  approvals  and  clearances  with  respect thereto and shall supply all
additional  information  requested  in  connection  therewith;  (ii) make merger
notification  or  other  appropriate  filings  with  federal,  state  or  local
governmental  bodies  or  applicable foreign governmental agencies and shall use
all  reasonable efforts to obtain required approvals and clearances with respect
thereto  and  shall  supply  all  additional information requested in connection
therewith;  (iii)  obtain  all  consents, waivers, approvals, authorizations and
orders  required in connection with the authorization, execution and delivery of
this Agreement and the consummation of the Merger; and (iv) take, or cause to be
taken,  all  appropriate  action,  and  do,  or  cause  to  be  done, all things
necessary,  proper  or advisable to consummate and make effective as promptly as
practicable  the  transactions  contemplated  by  this  Agreement.

     7.3     FURTHER ASSURANCES.  Prior to and following the Closing, each party
agrees  to  cooperate  fully  with the other parties and to execute such further
instruments,  documents  and  agreements  and  to  give  such  further  written
assurances, as may be reasonably requested by any other party to better evidence
and  reflect  the  transactions  described herein and contemplated hereby and to
carry  into  effect  the  intents  and  purposes  of  this  Agreement.

     8.     CLOSING  MATTERS.

     8.1     REGISTRATION  STATEMENT.  Within  90  days  of  execution  of  this
Agreement,  GONT  shall  prepare  and  file  with  the  Securities  and Exchange
Commission a Registration Statement on Form S-4 for the registration of the GONT
Common  Stock  issued  to the NetStrat Shareholders hereunder (the "Registration
Statement").  GONT  shall use its reasonable best efforts to obtain clearance of
such Registration Statement with the SEC.  GONT shall pay all costs and expenses
incurred  in  connection with such registration statement and shall make any and
all  appropriate  blue sky filings required in connection with such Registration
Statement.  The  Closing  shall occur upon the effectiveness of the Registration
Statement.

8.2     FILING  OF  CERTIFICATES OF MERGER.  On the date of the Closing, but not
prior  to  the Closing, the Certificates of Merger for the Merger shall be filed
with  the  offices of the Secretary of State of the State of Nevada and Colorado
and  the  merger  of  NetStrat  with  and  into  Westlake  shall be consummated.


<PAGE>
     8.3     DELIVERY OF DOCUMENTS.  On or before the Closing, the parties shall
deliver  the  documents,  and  shall  perform  the  acts, which are set forth in
Sections  9  and  10,  as  specified in such Sections, including delivery of the
counterpart  signature  pages  of  the  Transaction  Documents executed by GONT,
Westlake  and/or  NetStrat,  as  the  case  may be.  All documents which GONT or
Westlake  shall  deliver or cause to be delivered shall be in form and substance
reasonably satisfactory to NetStrat.  All documents which NetStrat shall deliver
or  cause to be delivered shall be in form and substance reasonably satisfactory
to  GONT.

     9.     CONDITIONS  TO GONT'S OBLIGATIONS.  Unless otherwise provided below,
GONT's  and  Westlake's obligations to close the transactions contemplated under
this Agreement are subject to the fulfillment or satisfaction by Closing of each
of the following conditions (any one or more of which may be waived by GONT, but
only  in  a  writing  signed  by  GONT):

     9.1     ACCURACY  OF  REPRESENTATIONS  AND WARRANTIES.  The representations
and  warranties of NetStrat set forth in Section 4 shall be true in all material
respects  on and as of the Closing with the same force and effect as if they had
been  made  at  the Closing, and GONT shall receive a certificate to such effect
executed  by  the  Chairmen  and  Presidents  of  NetStrat.

     9.2     COVENANTS.  NetStrat  shall have performed and complied with all of
its  covenants  contained in Sections 6 and 7 on or before the Closing, and GONT
shall  receive  a  certificate  from  NetStrat  to  such  effect executed by the
Presidents  of  NetStrat.

     9.3     NO  LITIGATION.  On  and  as  of  the  Closing,  no  litigation  or
proceeding  shall  be threatened or pending against NetStrat with the purpose or
with  the  probable effect of enjoining or preventing the consummation of any of
the  transactions  contemplated  by  this  Agreement,  and  GONT shall receive a
certificate  to  such  effect  executed  by  the  President  of  NetStrat.

     9.4     NO  ADVERSE  DEVELOPMENT.  There  shall  not have been any material
adverse  changes  in  the  financial  condition,  results of operations, assets,
liabilities, business or prospects of NetStrat since the date of this Agreement,
and GONT shall receive a certificate to such effect executed by the President of
NetStrat.

     9.5     AUTHORIZATIONS.  GONT  shall  have  received  from NetStrat written
evidence  that the execution, delivery and performance of NetStrat's obligations
under  this  Agreement  and the Certificate of Merger have been duly and validly
approved  and  authorized  by  the  Board  of  Directors  of  NetStrat.

     9.6     GOVERNMENT CONSENTS.  There shall have been obtained at or prior to
the Closing such permits or authorizations, and there shall have been taken such
other action, as may be required by any regulatory authority having jurisdiction
over  the  parties  and the subject matter and the actions herein proposed to be
taken.

     9.7     FILING  OF  CERTIFICATE  OF  MERGER.  As  of  the  Closing,  the
Certificate of Merger for the Merger shall have been filed with the Secretary of
State  of  the  State  of  Nevada  and  the  Secretary  of State of the State of
Colorado.

     10.     CONDITIONS  TO  NETSTRAT'S  OBLIGATIONS.  Unless otherwise provided
below, the obligations of NetStrat is subject to the fulfillment or satisfaction
by Closing, of each of the following conditions (any one or more of which may be
waived  by  NetStrat,  but  only  in  a  writing  signed  by  NetStrat):

<PAGE>
     10.1     ACCURACY  OF  REPRESENTATIONS AND WARRANTIES.  The representations
and  warranties of GONT and Westlake contained in Section 3 shall be true in all
material  respects on and as of the Closing with the same force and effect as if
they  had  been  made  at  the  Closing.

     10.2     COVENANTS.  GONT  and  Westlake  shall have performed and complied
with  all  of  its  covenants  contained  in  Sections  5 and 6 on or before the
Closing.

     10.3     AUTHORIZATIONS.  NetStrat  shall  have  received from GONT written
evidence  that the execution, delivery and performance of this Agreement and the
Certificate  of  Merger  have  been  duly and validly approved and authorized by
GONT's  Board  of  Directors  and  by  Westlake's  Board  of  Directors.

     10.4     FILING  OF  CERTIFICATE  OF  MERGER.  As  of  the  Closing,  the
Certificate of Merger for the Merger shall have been filed with the Secretary of
State  of  the  State  of  Nevada  and  the  Secretary  of State of the State of
Colorado.

     11.     TERMINATION  OF  AGREEMENT.

     11.1     TERMINATION.  This  Agreement  may be terminated at any time prior
to  the  Closing  by  the  mutual written consent of each of the parties hereto.
This  Agreement  may  also  be  terminated  and  abandoned:

     (A)     By  NetStrat  if  any  of  the  conditions  precedent to NetStrat's
obligations  pursuant  to  Section 10 shall not have been fulfilled at and as of
the  Closing.

     (B)     By GONT if any of the conditions precedent to GONT's and Westlake's
obligations  pursuant to Section 9 above shall not have been fulfilled at and as
of  the  Closing.

     Any termination of this Agreement under this Section 11.1 shall be effected
by  the delivery of written notice of the terminating party to the other parties
hereto.

     12.     MISCELLANEOUS.

     12.1     GOVERNING  LAWS.  It  is  the intention of the parties hereto that
the  internal laws of the State of California (irrespective of its choice of law
principles) shall govern the validity of this Agreement, the construction of its
terms,  and  the  interpretation and enforcement of the rights and duties of the
parties  hereto.

     12.2     BINDING  UPON  SUCCESSORS  AND  ASSIGNS.  Subject  to,  and unless
otherwise  provided  in,  this  Agreement, each and all of the covenants, terms,
provisions,  and agreements contained herein shall be binding upon, and inure to
the  benefit  of,  the  permitted successors, executors, heirs, representatives,
administrators  and  assigns  of  the  parties  hereto.


<PAGE>
     12.3     SEVERABILITY.  If  any  provision  of  this  Agreement,  or  the
application  thereof,  shall  for  any  reason  and  to any extent be invalid or
unenforceable, the remainder of this Agreement and application of such provision
to  other persons or circumstances shall be interpreted so as best to reasonably
effect  the  intent of the parties hereto.  The parties further agree to replace
such  void  or  unenforceable  provision  of  this  Agreement  with  a valid and
enforceable  provision which will achieve, to the extent possible, the economic,
business  and  other  purposes  of  the  void  or  unenforceable  provision.

     12.4     ENTIRE  AGREEMENT.  This  Agreement,  the  exhibits  hereto,  the
documents  referenced  herein,  and  the exhibits thereto, constitute the entire
understanding  and  agreement  of the parties hereto with respect to the subject
matter hereof and thereof and supersede all prior and contemporaneous agreements
or  understandings,  inducements  or  conditions, express or implied, written or
oral,  between  the  parties with respect hereto and thereto.  The express terms
hereof  control  and  supersede  any course of performance or usage of the trade
inconsistent  with  any  of  the  terms  hereof.

     12.5     COUNTERPARTS.  This  Agreement  may  be  executed in any number of
counterparts,  each  of  which  shall  be an original as against any party whose
signature appears thereon and all of which together shall constitute one and the
same  instrument.  This  Agreement  shall  become  binding  when  one  or  more
counterparts  hereof,  individually or taken together, shall bear the signatures
of  all  of  the  parties  reflected  hereon  as  signatories.

     12.6     EXPENSES.  Except  as  provided to the contrary herein, each party
shall  pay  all  of  its  own  costs  and  expenses incurred with respect to the
negotiation,  execution and delivery of this Agreement, the exhibits hereto, and
the  other  Transaction  Documents.

     12.7     AMENDMENT  AND  WAIVERS.  Any  term or provision of this Agreement
may  be  amended, and the observance of any term of this Agreement may be waived
(either  generally  or  in  a  particular  instance  and either retroactively or
prospectively)  only  by a writing signed by the party to be bound thereby.  The
waiver  by a party of any breach hereof for default in payment of any amount due
hereunder or default in the performance hereof shall not be deemed to constitute
a  waiver  of  any  other  default  or  any  succeeding  breach  or  default.

     12.8     SURVIVAL  OF  AGREEMENTS.  All  covenants,  agreements,
representations  and  warranties  made  herein  shall  survive the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby  notwithstanding  any  investigation  of  the  parties  hereto  and shall
terminate  on  the  date  one  year  after  the  Closing  Date.

     12.9     NO  WAIVER.  The  failure  of  any  party  to  enforce  any of the
provisions  hereof  shall  not  be construed to be a waiver of the right of such
party  thereafter  to  enforce  such  provisions.


<PAGE>
     12.10     ATTORNEYS'  FEES.  Should suit be brought to enforce or interpret
any  part  of this Agreement, the prevailing party shall be entitled to recover,
as  an  element  of  the costs of suit and not as damages, reasonable attorneys'
fees to be fixed by the court (including without limitation, costs, expenses and
fees  on  any  appeal).  The  prevailing  party  shall  be the party entitled to
recover  its  costs  of  suit, regardless of whether such suit proceeds to final
judgment.  A  party  not  entitled to recover its costs shall not be entitled to
recover  attorneys'  fees.  No  sum  for  attorneys'  fees  shall  be counted in
calculating  the  amount of a judgment for purposes of determining if a party is
entitled  to  recover  costs  or  attorneys'  fees.

     12.11     NOTICES.  Any  notice  provided  for  or  permitted  under  this
Agreement  will  be  treated as having been given when (a) delivered personally,
(b)  sent  by  confirmed  telex  or  telecopy,  (c) sent by commercial overnight
courier  with  written verification of receipt, or (d) mailed postage prepaid by
certified  or  registered  mail,  return  receipt  requested, to the party to be
notified,  at  the  address set forth below, or at such other place of which the
other  party has been notified in accordance with the provisions of this Section
13.11.

GONT  or  Westlake:     Go  Online  Networks  Corporation
                        5681  Beach  Blvd.,  Suite  101
                        Buena  Park,  CA  90621
                        Attn:  Joseph  M.  Naughton
                        Facsimile  No.:  (714)  736-9488

                        With  copy  to:
                        Cutler  Law  Group
                        610  Newport  Center  Drive,  Suite  800
                        Newport  Beach,  CA  92660
                        Attn:  M.  Richard  Cutler
                        Facsimile  No.:  (949)  719-1977

NetStrat:
                        6301  Indian  School  Road
                        Albuquerque,  NM  87123
                        Attn:  Jack  Benezra
                        Facsimile  No.:  (___)_____________

Such  notice  will  be  treated  as  having  been  received upon actual receipt.

     12.12     TIME.  Time  is  of  the  essence  of  this  Agreement.

     12.13     CONSTRUCTION OF AGREEMENT.  This Agreement has been negotiated by
the  respective parties hereto and their attorneys and the language hereof shall
not  be  construed for or against any party.  The titles and headings herein are
for  reference  purposes only and shall not in any manner limit the construction
of  this  Agreement  which  shall  be  considered  as  a  whole.

     12.14     NO  JOINT  VENTURE.  Nothing contained in this Agreement shall be
deemed  or  construed  as creating a joint venture or partnership between any of
the  parties  hereto.  No  party is by virtue of this Agreement authorized as an
agent, employee or legal representative of any other party.  No party shall have
the power to control the activities and operations of any other and their status
is,  and at all times, will continue to be, that of independent contractors with
respect  to  each  other.  No party shall have any power or authority to bind or
commit  any  other.  No  party  shall hold itself out as having any authority or
relationship  in  contravention  of  this  Section  13.14.


<PAGE>
     12.15     PRONOUNS.  All  pronouns  and  any  variations  thereof  shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as the
identity  of  the  person,  persons,  entity  or  entities  may  require.

     12.16     FURTHER  ASSURANCES.  Each  party  agrees to cooperate fully with
the  other  parties  and  to  execute  such  further  instruments, documents and
agreements  and  to  give  such further written assurances, as may be reasonably
requested  by  any  other  party to better evidence and reflect the transactions
described  herein  and  contemplated hereby and to carry into effect the intents
and  purposes  of  this  Agreement.

     12.17     ABSENCE  OF  THIRD-PARTY  BENEFICIARY  RIGHTS.  Except  for  the
agreements  provided for in Section 5.2 of this Agreement, no provisions of this
Agreement  are  intended,  nor  shall  be  interpreted, to provide or create any
third-party  bene-ficiary  rights or any other rights of any kind in any client,
customer,  affiliate,  stockholder,  partner  of  any  party hereto or any other
person or entity except employees and stockholders of GONT specifically referred
to  herein,  and, except as so provided, all provisions hereof shall be personal
solely  between  the  parties  to  this  Agreement.


<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  first  set  forth  above.


GO  ONLINE  NETWORKS  CORPORATION     WESTLAKE  CAPITAL  CORP.
a  Delaware  corporation              a  Colorado  corporation


By: /s/ Joseph M. Naughton            By: /s/ Joseph M. Naughton
    Joseph  M.  Naughton                  Joseph  M.  Naughton
    President                             President


NETSTRAT,  INC.
a  Nevada  corporation


By: /s/ Jack Benezra
   Jack  Benezra
   President