FINANCIAL CONSULTING SERVICES AGREEMENT

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       This Financial Consulting Services Agreement (the "Agreement") is entered

this  24th  day  of  Aug,  2000  by  and between Blaine Riley ("Consultant"), an

individual,  and  Go  Online Networks Corp. (OTC BB:GONT) ("Client"), a Delaware

corporation,  with  reference  to  the  following:



                          RECITALS



        A.   The Client desires to be assured of the association and services of

the  Consultant in order to avail itself of the Consultant's experience, skills,

abilities,  knowledge,  and  background  to  facilitate  long  range  strategic

planning,  and  to advise the Client in business and/or financial matters and is

therefore  willing  to  engage  the Consultant upon the terms and conditions set

forth  herein.



B.     The  Consultant  agrees to be engaged and retained by the Client and upon

the terms  and  conditions  set  forth  herein.



NOW,  THEREFORE,  in  consideration  of  the  foregoing,  of the mutual promises

hereinafter set forth and for other good and valuable consideration, the receipt

and  sufficiency  of  which are hereby acknowledged, the parties hereto agree as

follows:



1.         Engagement.   Client  hereby  engages  Consultant  on a non-exclusive

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basis,  and

Consultant hereby accepts the engagement to become a financial consultant to the

Client and to render such advice, consultation, information, and services to the

Directors and/or Officers of the Client regarding general financial and business

matters  including,  but  not  limited  to:



A.     Mergers  and  acquisitions;

B.     Due  diligence  studies,  reorganizations,  divestitutures;

C.     Capital  structures,  banking  methods  and  systems;

D.     Periodic  reporting  as  to developments concerning the general financial

markets  and  public securities markets and industry which may be relevant or of

interest  or  concern  to  the  Client  or  the  Client's  business;

E.     Guidance and assistance in available alternatives for accounts receivable

financing  and  other  asset  financing.



        It  shall be expressly understood that Consultant shall have no power to

bind  Client  to  any  contract  or  obligation  or  to transact any business in

Client's  name  or  on  behalf  of  Client  in  any  manner.



        2.    Term.   The  term ("Term") of this Agreement shall commence on the

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date  hereof  and continue for twelve (12) months. The Agreement may be extended

upon  agreement  by  both  parties, unless or until the Agreement is terminated.

Either  party  may  cancel  this  Agreement upon five days written notice in the

event  either  party violates any material provision of this Agreement and fails

to  cure  such  violation  within  five (5) days of written notification of such

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