BUSINESS CONSULTING AGREEMENT



This  Agreement  (the "Agreement") is dated February ______, 2001 and is entered

into by and between GO ONLINE NETWORKS CORP (hereinafter "GONT" or "CLIENT") and

WINDSOR  PARTNERS,  INC.  (hereinafter  "WPI").



1.     CONDITIONS.  This  Agreement  will  not take effect, and WPI will have no

obligation  to provide any service whatsoever, unless and until CLIENT returns a

signed  copy  of  this  Agreement to WPI (either by mail or facsimile copy).  In

addition,  CLIENT  shall  be  honest  and  forthright  with WPI in regard to any

relevant or material information provided by CLIENT, verbally or otherwise which

refers,  relates, or otherwise pertains to the CLIENT's business, this Agreement

or any other relevant transaction. Breach of either of these conditions shall be

considered  a  material  breach  and  will  automatically grant WPI the right to

terminate  this  Agreement and all moneys, and other forms of compensation, paid

or owing as of the date of termination by WPI shall be forfeited without further

notice.



Upon  execution  of this Agreement, CLIENT agrees to fully cooperate with WPI in

carrying  out  the  purposes  of  this  Agreement,  keep  WPI  informed  of  any

developments  of  importance  pertaining  to CLIENT's business and abide by this

Agreement  in  its  entirety.



2.     SCOPE  AND  DUTIES.  During  the term of this Agreement, WPI will perform

the  following  services  for  CLIENT:



2.1     ADVICE  AND  COUNSEL.  WPI  will  provide  advice  and counsel regarding

CLIENT's  strategic  business  plans,  strategy  and negotiations with potential

business  strategic partnering, corporate planning and or other general business

consulting  needs  as  expressed  by  CLIENT.



2.2     MERGERS  AND  ACQUISITIONS.  WPI  will  provide assistance to CLIENT, as

mutually  agreed,  in  identifying  merger  and  /  or  acquisition  candidates,

assisting  in  any  due  diligence  process,  recommending transaction terms and

providing  advice  and  assistance  during  negotiations,  as  needed.



2.3     CLIENT  AND/OR  CLIENT'S  AFFILIATE TRANSACTION DUE DILIGENCE.  WPI will

participate  and  assist CLIENT in the due diligence process, where possible, on

all proposed financial transactions affecting CLIENT of which WPI is notified in

writing  in  advance, including conducting investigation of and providing advice

on  the  financial,  valuation  and  stock  price  implications  of the proposed

transaction(s).



2.4     ANCILLARY  DOCUMENT  SERVICES.  If  necessary,  WPI  will  assist  and

cooperate  with  CLIENT  in  the  development,  editing  and  production of such

documents  as  are  reasonably necessary to assist in any transaction covered by

this  Agreement.  However,  this  Agreement  will not include the preparation or

procuring  of  legal  documents  or  those  documents  normally  prepared  by an

attorney.



2.5     ADDITIONAL DUTIES.  CLIENT and WPI shall mutually agree, in writing, for

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