<SEQUENCE>3

<FILENAME>exhibit41for8k1202.txt

<DESCRIPTION>ASSET PURCHASE AGREEMENT

<TEXT>

                            ASSET PURCHASE AGREEMENT





         Asset Purchase Agreement, dated as of December17, 2001 (the

"Agreement"), between ICOA, Inc., a Nevada corporation having an address at 111

Airport Road, Warwick, Rhode Island 02889 (the "Purchaser"), and Go Online

Networks Corporation, a Delaware corporation having an address at 5681 Beach

Boulevard, Buena Park, California 90621 (the "Seller").



                                    RECITALS:



         The Purchaser desires to acquire from the Seller, and the Seller

desires to sell and transfer to the Purchaser, the assets described in Exhibit A

annexed hereto (the "Purchased Assets").



         To accomplish such purposes and in consideration of the premises and

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto hereby agree as follows:



                                    ARTICLE I



                           Sale and Purchase of Assets



         1.1. Sale and Purchase of Assets. Upon the terms and subject to the

conditions of this Agreement, the Seller hereby sells, assigns, conveys,

transfers and delivers on the date hereof to the Purchaser, all of Seller's

right, title and interest in and to the Purchased Assets, in consideration of

the payment by the Purchaser of the Purchase Price.



         1.2. Purchase Price. The full and complete purchase price (the

"Purchase Price") for the Purchased Assets shall consist of a five-year warrant,

in the form of Exhibit B annexed hereto (the "Warrant"), exercisable in whole or

in part at any time after December 17, 2002 (the "Exercise Date"), to acquire

such number of shares (the "Warrant Shares") of common stock, par value $.0001

per share, of the Purchaser ("Common Stock"), that represent, in the aggregate,

a total value of One Hundred Thousand Dollars ($100,000), determined as of the

Exercise Date, as follows: The per share exercise price of the Warrant Shares

shall be equal to seventy five percent (75%) of the average bid price per share

of Common Stock for the three (3) trading days immediately preceding the

Exercise Date. The number of Warrant Shares issuable upon Warrant exercise shall

be subject to adjustment to reflect stock splits, combinations,

reclassifications and other capital changes. The Seller acknowledges that such

number of Warrant Shares as may be issued upon Warrant exercise have not yet

been authorized for issuance by the Purchaser, but that the Purchaser will take

appropriate actions to authorize such issuance prior to the Exercise Date.



         1.3. Expenses.  The Seller and the Purchaser shall pay their own

expenses (including,  without limitation,  attorneys' and accountants' fees and

disbursements) incident to this Agreement and the transactions contemplated

hereby.



         1.4. Restrictive Legend. Neither the Warrant nor the Warrant Shares

have been registered under the Securities Act of 1933, as amended (the

"Securities Act"), or any state securities laws. The Seller acknowledges and

agrees that, until such time as the Warrant and Warrant Shares shall have been

registered under the Securities Act or the Seller demonstrates to the reasonable

satisfaction of the Purchaser and its counsel that such registration shall no

longer be required, such securities may be subject to a stop-transfer order

placed against the transfer of such securities, and any certificates

representing the Warrant and the Warrant Shares shall bear a restrictive legend

in substantially the following form:



           THESE SECURITIES (INCLUDING ANY UNDERLYING SECURITIES) HAVE

           NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

           AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,

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