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  AMER  SOFTWARE,  INC.,  a  Nevada  corporation
("Amer").

     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 Amer will merge with and into
Westlake (the "Merger"), whereby at the Effective Time of the Merger, all of the
Amer  Common Stock will be converted into one million three hundred eighty-eight
thousand  eight  hundred  eighty-eight  (1,388,888)  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  Amer 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     "AMER  COMMON  STOCK"  shall  mean  all  the outstanding shares of
common  stock  of  Amer.

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

     1.15     "AMER  FINANCIAL  STATEMENTS"  shall  mean  Amer'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 Amer'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     "AMER PRODUCTS/SERVICES" shall mean all products or services which
have  been,  or  are being, marketed by Amer 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, Amer 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)), Amer
shall be merged with and into Westlake.  As a result of the Merger, the separate
corporate  existence  of  Amer  shall  cease, and Westlake shall continue as the
surviving  corporation,  and  shall  succeed to and assume all of the rights and
obligations  of Amer (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 Amer 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  Amer,  be  converted  into  one million three hundred
eighty-eight thousand eight hundred and eighty-eight (1,388,888) 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
Amer  Common Stock.  In addition, GONT and Westlake represent now, and as of the
Closing Date, that they presently intend to continue Amer's historic business or
use  a  significant  portion  of  Amer'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 Amer 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  Amer.

     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  Amer  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  AMER,  Except as otherwise set
forth  in  the  Amer  Disclosure  Schedule  attached  hereto,  Amer  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  Amer  Disclosure  Schedule  or  such supplements thereto as may mutually be
agreed  upon  in  writing  by  Amer  and  GONT.

     4.1     ORGANIZATION.  Amer  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.  Amer 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  Amer.  True  and  complete  copies  of  Amer'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 Amer 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 Amer Common Stock
is  free  and  clear  of  any  and  all  claims, liens, encumbrances or security
interests.

     (B)     Except  as  set  forth in the Amer Disclosure Schedule, Amer 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  Amer  capital  stock  or  other  securities.

     (C)     All of the issued and outstanding shares of Amer 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 Amer'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 Amer's capital stock.

     (E)     Amer  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)     Amer  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.  Amer  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 Amer and no other corporate proceedings
on  the  part  of  Amer  are  necessary  to  authorize this Agreement, the other
Transaction  Documents  and  the  transactions  contemplated herein and therein.
Amer  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 Amer 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  Amer's  business,  nor  consent  of any governmental authority, is
required  to  be  obtained  on  the  part  of  Amer  to  permit the transactions
contemplated  herein  and  to permit Amer to continue the business activities of
Amer  as  previously  conducted by Amer without a Material Adverse Effect.  This
Agreement is, and the other Transaction Documents when executed and delivered by
Amer  shall  be,  the  valid  and  binding  obligations  of Amer, enforceable in
accordance  with  their  respective  terms.

     4.4     FINANCIAL  STATEMENTS.

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

     (B)     The  Amer  Financial Statements are complete and in accordance with
the  books and records of Amer and present fairly the financial position of Amer
as of its historical dates.  The Amer 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),  Amer  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  Amer  Financial  Statements are adequate in light of the contingencies with
respect  to  which  they  are  made.

     (C)     Amer  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 Amer Financial Statements,
except  for  those  (i)  that  may have been incurred after the date of the Amer
Financial  Statements; or (ii) that are not required by GAAP to be included in a
balance  sheet  or  the  notes thereto, except that Amer 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  Amer 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.

     (A)     Amer  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 Amer 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 Amer
Financial  Statements are adequate and there are no tax liens on any property or
assets of Amer.  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 Amer 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     Amer  is  not  a  party  to  any  tax-sharing  agreement or similar
arrangement  with  any  other  party.

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

     (EI     No  payment  which Amer 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     Amer  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     Amer  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     Amer 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,
Amer  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 Amer 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
Amer;

     (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 Amer 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.  Amer has good and marketable title to
all  the  properties,  interests  in  properties  and assets, real and personal,
reflected  in  the  Amer  Financial Statements or acquired after the date of the
Amer Financial Statements (except properties, interests in properties and assets
sold or otherwise disposed of since the date of the Amer 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 Amer used in the operation of its business is in good operating
condition  and  repair.  All real or personal property leases to which Amer is a
party  are  valid,  binding,  enforceable  obligations  of  Amer  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 Amer Disclosure
Schedule  contains  a  description  of  all real and personal property leased or
owned  by  Amer,  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  Amer's  leases  have been provided to GONT or its
representatives.

     4.9     PROPRIETARY  RIGHTS.


<PAGE>
     (AI     Amer  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
Amer'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  Amer
Products/Services,  free  and  clear  of  all  liens,  claims  and  encumbrances
(including without limitation distribution rights) (all of which are referred to
as "Amer Proprietary Rights") and Amer has the right to transfer all such rights
to  Amer  as contemplated hereby.  The foregoing representation as it relates to
Amer  Third-Party  Technology  (as  hereinafter  defined)  is  limited to Amer's
interest pursuant to the Amer Third-Party Licenses (as hereinafter defined), all
of  which are valid and enforceable and in full force and effect and which grant
Amer  such  rights  to  the  Amer  Third-Party  Technology as are employed in or
necessary to the business of Amer as conducted or proposed to be conducted.  The
Amer  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 Amer
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 "Amer Third-Party
Licenses")  relating  to any inventions, technology, know-how, or processes that
Amer  is  licensed or otherwise authorized by such third parties to use, market,
distribute  or  incorporate  into  products  distributed by Amer (such software,
inventions,  technology,  know-how and processes are collectively referred to as
the  "Amer  Third-Party  Technology").  Amer's  trademark  or  trade  name
registrations related to the Amer Products/Services and all of Amer's copyrights
in any of the Amer 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 Amer (and Amer 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 Amer's use, possession,
manufacture, sale, provision or distribution of the Amer Products/Services under
any  patents,  trademarks,  trade  names, copyrights, trade secrets, technology,
know-how  or processes utilized by Amer (including, without limitation, the Amer
Third-Party  Technology)  or  challenging  or  question-ing  the  validity  or
effectiveness  of  any license or agreement relating thereto (including, without
limitation,  the  Amer  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 Amer of any of the Amer Products/Services.  None
of  the  Amer  Products/Services  nor  the  use or exploita-tion of any patents,
trademarks,  trade  names, copyrights, technology, know-how or processes by Amer
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 Amer 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 Amer or, to Amer's actual
knowledge,  any  other  party because of the nature of the business conducted by
Amer  or  proposed  to  be  conducted  by  Amer.


<PAGE>
     (CI     Each  person  presently  or  previously employed by Amer (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  Amer  or  its  representatives.  Such
confidentiality  and  non-disclosure  agreements  constitute  valid  and binding
obligations  of  Amer  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,  Amer nor, to Amer'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 Amer.  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 Amer conforms to all applicable requirements of the
Employees  Retirement  Income  Security Act.  The Amer 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 Amer Disclosure Schedule sets forth the names
and  locations  of  all banks, trusts, companies, savings and loan associations,
and  other financial institutions at which Amer maintains accounts of any nature
and  the  names  of  all  persons authorized to draw thereon or make withdrawals
therefrom.

     4.12     CONTRACTS.

     (AI     Amer  has  no agreements, contracts or commitments that provide for
the  sale,  licensing  or distribution by Amer 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,  Amer  has  not granted to any third party any exclusive
rights  of  any  kind  with  respect  to  any  of  the  Amer  Products/Services.

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

     (DI     Amer  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.

     (EI     Amer  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.


<PAGE>
     (FI     Amer  has  no  currently  effective  collective bargaining or union
agreements,  contracts  or  commitments.

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

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

     (II     Amer  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
Amer  of  any  sum  not  reflected  in  the  Amer  Financial  Statements.

     (JI     All material contracts, agreements and instruments to which Amer is
a party are valid, binding, in full force and effect, and enforceable by Amer in
accordance with their respective terms.  No such material contract, agreement or
instrument  contains  any  material  liquidated-damages,  penalty  or  similar
provision.  Amer 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 Amer Disclosure Schedule lists all material agreements pursuant
to  which  Amer  has agreed to supply to any third party Amer Products/Services.

     (LI     Amer  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 Amer
under,  or  breach  or  violation  by  Amer  of,  any  contract,  commitment  or
restriction  to which Amer 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 Amer.  To Amer'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 Amer 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  Amer.

     (MI     All  agreements,  contracts  and  commitments  (the  "Material
Contracts") listed or described in the Amer 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  Amer.  If any of the Material Contracts are not assumable by or
will  not  be  the property of, the Surviving Corporation following the Mergers,
then  Amer  has  described  in  the  Amer Disclosure Schedule such actions as is
necessary  for assumption of the Material Contract by the Surviving Corporation.

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

<PAGE>
     4.13     INSIDER  TRANSACTIONS.  No  Affiliate  of Amer 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 Amer; or (ii) any
creditor,  supplier,  customer,  agent  or  representative  of  Amer;  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  Amer  Disclosure  Schedule contains a list of the
principal policies of fire, liability and other forms of insurance held by Amer.

     4.15     DISPUTES  AND  LITIGATION.  Except  as  set  forth  in  the  Amer
Disclosure  Schedule,  there  is  no  suit,  action,  litigation,  proceeding,
investigation,  claim,  complaint,  or  accusation  pending, or to its knowledge
threatened  against  or  affecting  Amer  or  any  of  its properties, assets or
business  or  to which Amer 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  Amer  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 Amer 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 Amer or any such person's heirs,
executors  or  administrators  as  against  Amer.

     4.16     COMPLIANCE  WITH  LAWS.  Amer 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.  Amer 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  Amer  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  Amer.


<PAGE>
     4.17     SUBSIDIARIES.  Amer  has  no  subsidiaries.  Amer  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  Amer 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  Amer  has  at  any time owned, operated, occupied or
leased.  As  of  the  date  hereof  except  as  set forth in the Amer 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  Amer  or, to Amer'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 Amer have at any time
owned,  operated,  occupied  or  leased.

     (BI     At  no  time  has  Amer  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 Amer
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     Amer  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  Amer.

     (DI     No  action, proceeding, revocation proceeding, amendment procedure,
writ,  injunction  or  claim  is  pending  or,  to the actual knowledge of Amer,
threatened  concerning  any Environmental Permit.  Amer 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  Amer.


<PAGE>
     4.19     CORPORATE  DOCUMENTS.  Amer  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 Amer, or any securities of Amer,
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  Amer 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.  Amer  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 Amer contained in this Agreement and
the Exhibits and Amer 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 Amer 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 Amer 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 Amer in connection with this Agreement
and  the  consummation  of  the  transactions  contemplated  hereby.


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

     6.     PRECLOSING  COVENANTS  OF  AMER.


<PAGE>
     6.1     NOTICES  AND  APPROVALS.  Amer  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.  Amer 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 Amer 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
Amer's  business,  taken  as  a  whole.

     6.3     INFORMATION  FOR  GONT'S STATEMENTS AND APPLICATIONS.  Amer 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  Amer  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 AMER.  Until the Closing, Amer 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 Amer (including sales or transfers to Affiliates of Amer);

     (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;

     (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;


<PAGE>
     (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  Amer;

     (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 Amer), between the date
of  the  Amer  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.

     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.


<PAGE>
     7.2     REGULATORY  FILINGS;  CONSENTS; REASONABLE EFFORTS.  Subject to the
terms  and conditions of this Agreement, GONT, Westlake and Amer 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  Amer  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  Amer  with  and  into  Westlake  shall  be  consummated.

     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 Amer, 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  Amer.  All  documents  which Amer 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):


<PAGE>
     9.1     ACCURACY  OF  REPRESENTATIONS  AND WARRANTIES.  The representations
and  warranties  of  Amer  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  Amer.

     9.2     COVENANTS.  Amer  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  Amer to such effect executed by the Presidents of
Amer.

     9.3     NO  LITIGATION.  On  and  as  of  the  Closing,  no  litigation  or
proceeding  shall be threatened or pending against Amer 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  Amer.

     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 Amer since the date of this Agreement, and
GONT  shall  receive  a  certificate to such effect executed by the President of
Amer.

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

     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 AMER'S OBLIGATIONS.  Unless otherwise provided below,
the  obligations  of  Amer  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  Amer,  but  only  in  a  writing  signed  by  Amer):

     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.


<PAGE>
     10.3     AUTHORIZATIONS.  Amer  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  Amer  if  any of the conditions precedent to Amer'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.

     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.


<PAGE>
     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.

     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.


<PAGE>
     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

Amer:
                        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.

     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.


<PAGE>
     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


AMER  SOFTWARE,  INC.
a  Nevada  corporation


By: /s/ Jack Benezra
   Jack  Benezra
   President