[letterhead of Xxxxx X. Xxxxxxxx]
Xxxxxx X. Xxxxxxxx, President
Go Online Networks Corporation
0000 Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Dear Xx. Xxxxxxxx:
As a result of discussion between Xxxxxx's representative and Go Online
Networks Corporation ("GONT"), I understand that Xxxxxx and GONT have agreed as
follows: (i) effective as of January 1, 2002, the "Maturity Date", GONT's Series
2000-A Eight Percent (8%) Convertible Promissory Note to Triton in the original
principal amount of $705,882.35(the "Triton Note") has been extended to January
1, 2003, (ii) in consideration for Triton's agreement to such extension, GONT
shall promptly issue Triton a warrant for the purchase of 1,000,000 shares of
GONT restricted common stock at $.002 per share and a warrant for the purchase
of an additional 1,000,000 shares of GONT common stock at $0.05 per share, each
warrant to be non-callable and exercisable until 5:00pm, California time, on
February 27, 2007 (with exercise to be for cash or on a cashless but for
Xxxxxx's discretion), and (iii) except as expressly set forth herein, all of the
terms and provisions of the Triton Note and other agreements between GONT and
Triton shall remain in full force and effect.
Please confirm the above agreement on GONTs behalf by signing and
dating this letter below and faxing it to Trion at (000) 000-0000 as soon as
possible. Should you have any questions about this, please contact Xxxxx X.
Xxxxxxxx at Bridgewater Capital Corporation.
Very truly yours,
/s/ Xxxxx X. Xxxxxxxx
THE FOREGOING IS HEREBY AGREED TO BY GO ONLINE NETWORKS CORPORATION, WHICH HAS
THE FULL POWER AND AUTHORITY TO ENTER INTO SUCH AGREEMENT.
Go Online Networks Corporation
/s/ Xxxxxx Xxxxxxxx
dated February 29, 2002