Exhibit 10.1


                           MEMORANDUM OF UNDERSTANDING

The following Memorandum of Understanding made this 29th day of October, 2001 by
and between Internet Cable Corporation, a Nevada Corporation, ("ICBL") with
offices located at 195 Rivera Drive, Unit 2, Markham, Ontario L3R536 Canada, and
Timothy Karnes ("Karnes") residing at 1205 Waterfront Drive, Mount Pleasant, SC
29464, set forth a binding agreement by and between the parties hereto, subject
to the terms and conditions as contained herein.

WHEREAS, Karnes has previously advanced $50,000 to ICBL; and

WHEREAS, ICBL and Karnes wish to resolve how and when payment of the principal
amount plus accrued interest will be made; and

WHEREAS, Karnes has an employment contract with ICBL which the parties wish to
resolve all obligations thereunder; and

WHEREAS, ICBL wishes to arrange for payment of certain past salary due to Karnes
in additional to the settlement of any and all other obligations as provided
above:

NOW, THEREFORE, the parties hereto agree as follows:

      1)   Both Karnes and ICBL acknowledge that ICBL currently does not have
           the ability to pay such outstanding amounts without incurring
           substantial detriment to the operations of ICBL, However, the ICBL
           hereby agrees to make a good faith payment of $7,000, upon execution
           of this agreement.

      2)   The parties hereby agree that Karnes is currently due the following
           amounts from ICBL, and that no additional amounts are owing by ICBL
           or its affiliates to Karnes:

           Principal amount due under note:                     $50,000

           Interest due under note through Sept 30, 2001        $10,380.29

           Salary due for the period beginning
           May 24, 2001 Through August 31
           (less advance $5,000)                                $21,917.81

           Total Amount Due                                     $82,298.10

           Interest on the note shall continue to accrue until the note has been
           paid in full. Any payments made hereunder shall be applied first to
           salary due, then against interest due and than against any principal
           balance.

      3)   ICBL hereby represents that it is currently attempting to complete
           and fund a private placement for a minimum of $300,000 to a maximum
           of $3,000,000 on a best efforts all or none basis with respect to the
           minimum and on a best efforts basis with respect to amounts
           exceeding the minimum.


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      4)   ICBL hereby agrees that, providing the private placement is
           successful in raising gross proceeds as per the following schedule,
           ICBL will make the corresponding payments to Karnes upon reaching
           each target as follows:

           a)   Upon closing of a minimum of $750,000 in gross proceeds ICBL
                shall issue Karnes $10,000, on account as and for payment of the
                total amounts due herein.

           b)   Upon closing of a minimum of $1,500,000 in gross proceeds ICBL
                shall issue Karnes an additional $10,000, on account as and for
                payment of the total amounts due herein, (total $20,000)

           c)   Upon closing of a minimum of $2,250,000 in gross proceeds ICBL
                shall issue Karnes an additional $10,000, on account as and for
                payment of the total amounts due herein, (total $30,000)

           d)   Upon closing of a minimum of $3,000,000 in gross proceeds ICBL
                shall issue Karnes an additional $10,000, on account as and for
                payment of the total amounts due herein. (total $40,000)

      5)   In addition to the above payments in the event that Karnes is
           successful in assisting ICBL in raising funds under the pending
           Private Placement ICBL hereby agrees to pay an additional $10,000 for
           each $100,000 unit placed by Karnes, provided that the investor is
           accepted by ICBL, and the purchaser of the unit is first introduced
           by Karnes. ICBL shall be obligated to make any and all payments due
           under this paragraph and paragraph 4 herein, until such time as
           Karnes has been paid all amounts due under paragraph 2 herein. Once
           all payments due under paragraph 3 herein have been made, whether
           paid pursuant to paragraphs 4, 5 or 6 herein, ICBL shall have no
           further payment obligation to Karnes.

      6)   In the event that the payments due under paragraph 4 and 5 herein are
           insufficient to fully discharge the amounts due under paragraph 2
           herein, ICBL hereby agrees to pay Karnes a minimum of $1,000 per
           month, until such time as Karnes has been paid all amounts due
           hereunder, such payment to begin within 30 days of closing of the
           minimum offering of the private placement ICBL shall use its best
           efforts to pay all amounts due hereunder as soon as possible.

      7)   As and for settlement of any remaining obligations under the
           employment agreement between Karnes and ICBL, ICBL hereby agrees to
           issue Karnes One Hundred Sixteen Thousand (116,000) shares of ICBL
           common stock and or option to purchase said stock, as may be agreed
           by and between ICBL and Kames. In addition, ICBL hereby agrees to
           reduce the strike price of any and all options and or warrants
           currently issued and outstanding to Karnes, if any, to Fifteen
           ($0.15) Cents,

      8)   The parties hereby agree that this Agreement shall supercede any
           other agreements, whether oral or in writing, and that any claim
           regarding same will be limited to the terms as contained herein. This
           Memorandum constitutes the entire understanding between the Parties
           hereto and merges all prior discussions between them relating
           thereto.


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      9)   Upon signing of this agreement, Karnes hereby agrees to issue a
           general release in favor of ICBL, in the form attached as Exhibit A
           hereto, and to deliver the same in escrow to Strauss Comas and
           Modansky, LLP. Upon notice by ICBL to the escrow agent that payment
           in full for all amounts owing hereunder has been made, the escrow
           agent shall deliver the release to ICBL.

      10)  Karnes hereby agrees to place certificates representing 240,000
           shares of common stock of ICBL currently owned by Karnes, in escrow
           with Strauss Comas and Modansky, LLP, together with stock powers
           endorsed in blank and signatures guaranteed. Such shares shall be
           used as and for reimbursement of any and all expenses incurred by
           ICBL, in settlement of suits currently pending against ICBL by Jeff
           Adair and Jim Sims. ICBL currently expects that it will settle such
           claim for cash and stock. Upon issuance of stock to Adair and or Sims
           the escrow agent shall be entitled to release an equal number of
           shares back to ICBL's treasury. The escrow agent shall be authorized
           to sell stock in such amounts as it deems necessary to cover
           litigation costs and settlement cost. ICBL hereby agrees that in the
           event that there are any shares remaining in escrow after payment of
           settlement and costs, (whether issued from ICBL's Treasury or
           directly from the escrow). Such shares shall be returned to Karnes.
           As and for additional consideration hereunder, ICBL hereby agrees to
           limit Karnes' requirement for reimbursement to ICBL for expenses
           incurred as a result of the settlements and costs, as described
           herein, to the escrowed shares. In no event shall Kames be obligated
           to ICBL for any additional amounts as a result of the Sims or Adair
           Suits.

      11)  In the event of a breach of this agreement, the defaulting party
           shall be responsible for any and all costs associated with
           enforcement of this agreement, inclusive of reasonable attorney fees.

      12)  Any reference to Dollars and or ($) refers solely to US currency.

      13)  No amendment or modification of this Memorandum shall be valid or
           binding on the Parties unless made in writing and signed on behalf of
           each of the Parties by their respective authorized officers or
           representatives.

      14)  Severability. If any provision of this Agreement is declared to be
           invalid, void or unenforceable, the remaining provisions of this
           Agreement shall continue in full force and effect. The terms "other",
           "include", "including" and all variants thereof shall indicate a
           non-exclusive example and shall be construed as if immediately
           followed by the words without limitation."

      15)  Waiver. No waiver by either party, whether express or implied, of any
           provision of this Agreement shall constitute a continuing waiver of
           such provision or a waiver of any other provision of this Agreement
           No waiver by either party, whether express or implied, of any breach
           or default by the other party,


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           shall constitute a waiver of any other breach or default of the same
           or any other provision of this Agreement.

      16)  Beneficiaries; Binding Effect. This Agreement shall be binding upon
           and shall inure to the benefit of the panics hereto and their
           respective heirs, administrators, successors and assigns.

      17)  The Parties agree that the laws of 'New York, other than, its
           conflict of laws provisions, shall apply in dispute arising out of
           this Memorandum.

      18)  All notices hereunder shall be deemed given when delivered or when
           deposited in the United States mail, registered or certified mail,
           with postage prepaid, addressed to the party being notified that that
           party's address as appearing above or at such other address as such
           party shall have notified the other party in writing.

      19)  This Memorandum may be executed by one or more of the parties hereto
           in any number or separate counterparts, each of which when so
           executed shall be deemed to be an original and all or which taken
           together shall be deemed to constitute one and the same instrument.

      20)  This agreement may be executed by facsimile, which, shall be deemed
           to constitute and original signature.

WHEREFORE, the Parties hereto execute this Memorandum with the intent that they
be legally and equitably bound by its terms.


Signed:/s/Joseph Melanson                    Signed:/s/Timothy Karnes
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      Internet Cable Corporation                    Timothy Karnes

By:      Joseph Melanson, CEO

Date: 10/30/01                               Dated:  10/29/01
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