THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
 AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR
 ANY INTEREST IN THIS NOTE MAY BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED
 OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT
 THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR
 (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS NOTE,
 WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS
 NOTE OR INTERESTS THEREIN MAY BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED
 OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION
 STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.


                              INTERNET CABLE CORP.

                           9% SECURED PROMISSORY NOTE
                           --------------------------



 $125,000                                                       AUGUST 1, 2001
                                                                TORONTO, ONTARIO



      INTERNET CABLE CORP., a Nevada corporation (the "Company"), for value
received, hereby promises to pay to _____________ with an address at __________
___________________________________________________, or registered assigns (the
"Holder"), the principal amount of One Hundred and Twenty Five Thousand dollars
($125,000) payable in full on the Maturity Date (as hereinafter defined), unless
prepayments have been made by the Company pursuant to Section 2(d) hereof, in
which case the outstanding balance hereon shall be payable in full on the
Maturity Date, and to pay interest on the unpaid principal balance hereof at the
rate of 9% per annum (calculated on the basis of a 365-day year) on the Maturity
Date all as hereafter further provided. This Note is one of two Notes issued on
the date hereof, each with the same terms, for a total principal amount of
$250,000 (collectively, the "Notes").

      As additional consideration for the principal amount of this Note borrowed
by the Company from the original Holder, the Company agrees to issue to such
Holder a warrant (the "Warrant") to purchase up to 50,000 shares of Common Stock
of the Company at an exercise price of $0.15 per share, such warrant to be
immediately exercisable and to expire on the fifth anniversary of the date
hereof. The Warrant shall contain provisions for proportionate adjustment of the
exercise price and number of underlying shares in the event of changes in the
number of outstanding shares from stock splits, reverse stock splits and the
like.


<PAGE>

      1.    Use of Proceeds.
            ----------------

      Of the proceeds of this Note, approximately $75,000 will be used to repay
a portion of past due indebtedness (including interest and penalties) owing to
Progress Bank, the Company's secured lender, under a line of credit, and the
balance will be used for working capital and general corporate purposes. As of
the date hereof, approximately $250,000 is owing to Progress Bank under the line
of credit. The Company intends to repay this amount in full, using, in addition
to working capital, a portion of the Notes at which time the line of credit will
be cancelled and the Company's obligations thereunder will have been satisfied
in full.

      2.    Payments.
            --------

            (a)   The "Maturity Date" shall be 120 days from the date hereof.

            (b) Interest on this Note shall accrue on the principal amount
outstanding hereunder based upon the actual number of days elapsed from the date
hereof to but excluding the Maturity Date.

            (c) If the Maturity Date would fall on a day that is not a Business
Day (as defined below), the payment due on the Maturity Date will be made on the
immediately preceding Business Day with the same force and effect as if made on
the Maturity Date. "Business Day" means any day which is not a Saturday or
Sunday and is not a day on which banking institutions are generally authorized
or obligated to close in the City of Toronto, Ontario.

            (d) The Company may, at its option, prepay all or any part of the
principal of this Note, without payment of any premium or penalty. The Holder,
at its option, may elect upon written notice to the Company at any time to apply
any or all of the principal or interest then outstanding under this Note to
payment of the exercise price due upon exercise of any Warrant; such application
of amounts outstanding hereunder shall be deemed to be a payment by the Company
of such amounts. All payments on this Note, shall be applied first to accrued
interest hereon and the balance to the payment of the principal hereof.

            (e) Payments of principal and interest on this Note shall be made by
check sent to the Holder's address set forth above or to such other address as
the Holder may designate for such purpose from time to time by written notice to
the Company, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts.

            (f) The obligations to make the payments provided for in this Note
are absolute and unconditional and not subject to any defense, setoff,
counterclaim, rescission, recoupment or adjustment whatsoever. The Company
hereby expressly waives demand and presentment for payment, notice of
non-payment, notice of dishonor, protest, notice of protest, bringing of suit
and diligence in taking any action to collect any amount called for hereunder,
and shall be directly and primarily liable for the payment of all sums owing and
to be owing hereon, regardless of and without any notice, diligence, act or
omission with respect to the collection of any amount called for hereunder.


                                       2
<PAGE>

      3.    Security, IRS Tax Refund.
            ------------------------

            Payment of this Note is secured as provided in the security
agreement of even date herewith between the Company and the original Holder. The
Company represents and warrants that it has submitted a request for US Corporate
Tax Refund in the amount of $341,322, and that attached hereto is a true and
correct copy of the form pursuant to which such request was so submitted. As
security for the payment of this Note, the Company hereby grants to the original
Holder of each of the Notes a security interest in any and all proceeds of such
tax refund, which the Company receives.

      4.    Remedies Upon Default.
            ---------------------

            Upon the failure of the Company to make any payment due to the
Holder hereunder, which failure shall not be cured within 10 Business Days
following the date that such payment is due and demanded by the Holder (the
"Demand Date"), the Holder shall be entitled to receive an additional 25,000
warrants for each full 30 day period beyond the Demand Date that any principal
or accrued interest under this Note remaining due and outstanding.

      5.    Transfer.
            --------

            (a) This Note shall not be transferred in whole or in part except
with the prior written consent of the Company (which consent shall not be
unreasonably withhold). Any Notes issued upon the transfer of this Note shall be
numbered and shall be registered in a Note Register as they are issued. The
Company shall be entitled to treat the registered holder of any Note on the Note
Register as the owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to, or interest in, such Note on the part
of any other person, and shall not be liable for any registration or transfer of
Notes which are registered or to be registered in the name of a fiduciary or the
nominee of a fiduciary unless made with the actual knowledge that a fiduciary or
nominee is committing a breach of trust in requesting such registration or
transfer, or with the knowledge of such facts that its participation therein
amounts to bad faith. This Note shall be transferable only on the books of the
Company upon delivery thereof duly endorsed by the Holder or by the Holder's
duly authorized attorney or representative, or accompanied by proper evidence of
succession, assignment, or authority to transfer. In all cases of transfer by an
attorney, executor, administrator, guardian, or other legal representative, duly
authenticated evidence of his, her or its authority shall be produced. Upon any
registration of transfer, the Company shall deliver a new Note or Notes to the
person entitled thereto. This Note may be exchanged, at the option of the Holder
thereof, for another Note, or other Notes of different denominations, of like
tenor and representing in the aggregate a like principal amount, upon surrender
hereof to the Company or its duly authorized agent.

            (b) The Holder acknowledges that it has been advised by the Company
that this Note has not been registered under the Act, that the Note is being or
has been issued on the basis of the statutory exemption provided by Section 4(2)
of the Act or Regulation D promulgated thereunder, or both, relating to
transactions by an issuer not involving any public offering, and that the
Company's reliance thereon is based in part upon the representations made by the
original Holder. The Holder acknowledges that such Holder has been informed by
the


                                       3
<PAGE>

Company of, or is otherwise familiar with, the nature of the limitations
imposed by the Act and the rules and regulations thereunder on the transfer of
securities. In particular, the Holder agrees that no sale, assignment or
transfer of the Note shall be valid or effective, and the Company shall not be
required to give any effect to any such sale, assignment or transfer
(collectively, "Transfer"), unless (i) the Transfer of the Note is registered
under the Act, it being understood that the Note is not currently registered for
sale and that the Company has no obligation or intention to so register the
Notes, or (ii) the Transfer is exempt from registration under the Act and the
Holder delivers an opinion of counsel in form and substance satisfactory to the
Company and counsel for the Company that the Transfer is so exempt, and, in
either case, that the Transfer is not restricted by applicable state securities
laws.

      6.    Miscellaneous.
            -------------

            (a) Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested, or by Federal Express, Express Mail or similar
overnight delivery or courier service or delivered (in person or by telecopy,
telex or similar telecommunications equipment) against receipt to the party to
whom it is to be given; (i) if to the Company, at its address at 195 Riviera
Drive, Unit 2, Markham, Ontario L3R5J6, Attention: CEO, (ii) if to the Holder,
at its address set forth on the first page hereof or (iii) in either case, to
such other address as the party shall have furnished in writing in accordance
with the provisions of this Section 8(a). Notice to the estate of any party
shall be sufficient if addressed to the party as provided in this Section 8(a).
Any notice or other communication given by certified mail shall be deemed given
at the time of certification thereof, except for a notice changing a party's
address which shall be deemed given at the time of receipt thereof. Any notice
given by other means permitted by this Section 8(a) shall be deemed given at the
time of receipt thereof.

            (b) Upon receipt of evidence satisfactory to the Company of the
loss, theft, destruction or mutilation of this Note (and upon surrender of this
Note if mutilated), and upon reimbursement of the Company's reasonable
incidental expenses and in the case of loss, theft or destruction, indemnity as
the Company shall, at its option, reasonably request and in form satisfactory to
counsel for the Company, the Company shall execute and deliver to the Holder a
new Note of like date, tenor and denomination.

            (c) No course of dealing and no delay or omission on the part of the
Holder in exercising any right or remedy shall operate as a waiver thereof or
otherwise prejudice the Holder's rights, powers or remedies. No right, power or
remedy conferred by this Note upon the Holder shall be exclusive of any other
right, power or remedy referred to herein or now or hereafter available at law,
in equity, by statute or otherwise, and all such remedies may be exercised
singly or concurrently.

            (d) This Note has been negotiated in the State of New York and shall
be governed by and construed in accordance with the laws of the State of New
York, without giving effect to principles governing conflicts of law.


                                       4
<PAGE>

            (e) The parties irrevocably consent to the jurisdiction of the
United States District Court for the Southern District of New York or, if
jurisdiction in such court is lacking, the Supreme Court of the State of New
York, New York County, in connection with any action or proceeding arising out
of or relating to this Note, any document or instrument delivered pursuant to or
in connection with this Note, or a breach of this Note or any such document or
instrument.

            (f) This Note may be amended, or any of its provisions waived (which
amendment or waiver shall be binding upon all future Holders) only by written
consent or consents executed by the Company and the Holder.

            IN WITNESS WHEREOF, the Company has caused this Note to be executed
and delivered as of the day and year first above written.



                                          INTERNET CABLE CORP.



                                           By:_________________________________
                                              Name:
                                              Title:



                                       5