EXHIBIT 10.5


                             SIDEN INVESTMENTS LTD.
                                1729 Acadia Road
                                  Vancouver, BC
                                     V6T 1R2

October 10, 2001



Communicate.com, Inc. (Alberta Corporation)
1300 - 1090 West Georgia Street
Vancouver, BC
V6E 3V7

and

Communicate.com, Inc. (Nevada Corporation)
1300 - 1090 West Georgia Street
Vancouver, BC
V6E 3V7

Dear Sirs:

Re:    US$150,000 LOAN FROM SIDEN INVESTMENTS LTD. (HEREINAFTER CALLED THE
       "LENDER") TO COMMUNICATE.COM, INC. (AN ALBERTA CORPORATION, HEREINAFTER
       CALLED "COMMUNICATE ALBERTA") AND COMMUNICATE.COM, INC. (A NEVADA
       CORPORATION HEREINAFTER CALLED "COMMUNICATE NEVADA") (COMMUNICATE ALBERTA
       AND COMMUNICATE NEVADA COLLECTIVELY HEREINAFTER REFERRED TO AS THE
       "BORROWERS")

--------------------------------------------------------------------------------

This letter confirms the agreement between the Lender and the Borrowers entered
into as of the 10th day of October, 2001 concerning the above captioned loan
(hereinafter called the "Loan"), for the purposes of settling certain
indebtedness of Communicate Alberta, the terms of which are as follows:

1.     PRINCIPAL AMOUNT: US$150,000. This includes an advance of US$65,000
       previously made by the Lender to the Borrowers.

2.     INTEREST: The Borrowers shall pay interest to the Lender on the Principal
       Amount (or on such lesser amount as may be owing from time to time), such
       interest to be calculated from the date of advance at the rate of Prime
       plus four (Prime + 4%) per cent, per annum. Interest shall be calculated
       monthly, in arrears and shall accrue on overdue interest and both before
       and after default.

       For the purposes of this Agreement, "Prime Rate" refers to the per annum
       rate of interest announced periodically by the Royal Bank of Canada at
       its main branch, Vancouver, British Columbia, as its "prime interest
       rate" and used by it as a reference rate for calculating rates of
       interest on Canadian dollar commercial loans made in Canada. A statement
       of an officer of said bank as to the amount of its Prime Rate shall be
       conclusive as between the parties.

3.     REPAYMENT: The Principal Amount shall be payable on demand. Interest
       shall be payable by the Borrowers to the Lender on the first day of each
       and every month during the term of the Loan commencing November 1st,
       2001.


<PAGE>

4.     PREPAYMENT: The Borrowers may prepay the whole or any part of the amount
       outstanding under the Loan at any time provided that the Borrowers shall
       pay no less than twelve (12) months interest on the initial Principal
       Amount regardless of any prepayment, which payments may be accelerated or
       paid in accordance with paragraph 2 of this Agreement, at the option of
       the Borrowers.

5.     SET-UP FEE: The Borrowers agree to pay the Lender a set-up fee of $15,000
       which sum shall be deducted from the remaining funds to be advanced under
       the Loan.

6.     APPLICATION OF PAYMENTS: Each payment shall be applied firstly in
       satisfaction of interest accrued to the date of payment, and the balance,
       if any, in reduction of principal.

7.     SECURITY: The Borrowers shall provide the Lender with the following
       Security:

       (a) A Promissory Note in the form attached hereto as Schedule "A";

       (b) A General Security Instrument in the form attached hereto as Schedule
           "B";

       (c) An Option Agreement in the form attached hereto as Schedule "C"; and

       (d) An Escrow Agreement in the form attached hereto as Schedule "D".

       The parties acknowledge that Communicate Alberta has previously delivered
       an instrument to transfer the registration of the domain name
       "Perfume.com" to the Borrower as security for the Loan and that the
       obligation to complete the transfer forms part of this Agreement

5.     EXTENSIONS: The Lender may grant extensions, take and give up securities,
       accept compositions, grant releases and discharges and otherwise deal
       with the Borrowers and with other parties, sureties or securities as the
       Lender may see fit, without prejudice to its rights hereunder or under
       any other documentation incidental to the securing of the Loan.

6.     WAIVER: The Lender may waive any breach by either or both of the
       Borrowers of this Loan Agreement or any default in the observance or
       performance of any covenants or condition required to be observed or
       performed by the Borrowers. No failure or delay on the part of the Lender
       to exercise any right, power or remedy given herein or by statute or at
       law or in equity shall operate as a waiver thereof, nor shall any single
       or partial exercise of any right preclude any other exercise thereof or
       the exercise of any other right, power or remedy, nor shall any waiver by
       the Lender be deemed to be a waiver of any subsequent similar or other
       event.

7.     COVENANTS:

       (a)  CONTINUING COVENANT: Each of the Borrowers jointly and severally
            covenants and agrees with the Lender that, except with the prior
            written consent of the Lender until all amounts due or to become due
            under this Agreement have been paid in full, it will duly perform
            and observe each and all of its covenants and agreements set forth
            in this agreement.

       (b)  INSPECTION: Each Borrower will permit the Lender at any time and
            from time to time to inspect the Borrower's books of account and
            other records.

       (c)  BINDING EFFECT: This agreement and all other documents referred to
            herein have been duly and validly authorized, executed and delivered
            by each Borrower to the Lender and are valid obligations of each
            Borrower, legally binding on it and enforceable in accordance with
            their respective terms.


                                       -2
<PAGE>



       (d)  COMPLIANCE WITH OTHER INSTRUMENTS: Each Borrower is not in default
            under any agreement or instrument to which it is a party which may
            materially adversely effect its business or financial condition.

8.      EVENTS OF DEFAULT AND REMEDIES:

       (a)  Events of Default: Any one or more of the following events shall
            constitute an event of default:

            (i)   the failure by the Borrowers to make any payment within five
                  (5) days after its due date;

            (ii)  the failure by the Borrowers to perform or observe any of the
                  covenants, conditions or agreements to be performed or
                  observed by the Borrowers hereunder, or under the terms of any
                  other indebtedness of either of the Borrowers to the Lender
                  incurred either before or after the date hereof which such
                  failure shall continue unremedied for a period of five (5)
                  days after delivery by the Lender of written notice thereof to
                  the Borrowers;

            (iii) if either of the Borrowers should become insolvent or the
                  making by a Borrower of a proposal or a general assignment for
                  the benefit of its creditors or other acknowledgment of its
                  insolvency.

         (b)      REMEDIES UPON DEFAULT Upon the occurrence of any of event of
                  default and at any time thereafter, provided that the
                  Borrowers have not therefor remedied all outstanding events of
                  default, the Lender may, in its discretion, by notice to the
                  Borrowers, declare this agreement to be in default. At any
                  time thereafter, at its discretion, the Lender may:

            (i)   declare the then outstanding balance on the Loan, Interest,
                  costs and all other monies owing by the Borrowers to be
                  immediately due and payable, and such liabilities shall
                  forthwith become due and payable without presentment, demand,
                  protest, or other notice of any kind to the Borrowers, all of
                  which are hereby expressly waived; and

            (ii)  exercise any or all of its remedies under the Note and any
                  other security held from the Borrowers.

9.     PAYMENT DATES: If the date upon which any act or payment hereunder is
       required to be done or made falls on a day which is not a business day,
       then such act or payment shall be performed or made on the next
       subsequent business day. For these purposes a business day is any day
       other than Saturday or Sunday on which Chartered Banks are open for
       business in Vancouver, British Columbia.

10.    SEVERABILITY: If any one or more of the provisions contained in this
       agreement should be invalid, illegal, or unenforceable in any respect in
       any jurisdiction, the validity, legality and enforceability of such
       provision shall not in any way be affected or impaired thereby in any
       other jurisdiction, and the validity, legality and enforceability of the
       remaining provisions contained herein shall not in any way be affected
       thereby.

11.    PLACE OF PAYMENTS: All payments required to be paid hereunder shall be
       paid to the Lender at the address set out above or to such other address
       as the Lender may give written notice of from time to time.


                                      -3-
<PAGE>

12.    NOTICES: Any notice, direction or other instrument required or permitted
       to be given under this Loan Agreement shall be in writing and may be
       given by delivery of same or mailing same by registered mail or sending
       same by telegram, telex, telecommunication device or other similar form
       of communication to the following addresses:

IF TO THE LENDER: As set out above

IF TO THE BORROWERS: As set out above. Notice to either Borrower shall be deemed
to be notice to the other.

Any notice, direction or instrument aforesaid shall:

       (a)   if delivered, be deemed to have been made or given at the time of
             delivery;

       (b)   if mailed by registered mail and properly addressed be deemed or
             have been given or made on the fifth day following the day on which
             it was so mailed;

provided that if mailed, should there be, at the time of mailing or between the
time of mailing and the actual receipt of the notice, a mail strike, slowdown or
other labour dispute which might affect the delivery of such notice by the
mails, then such notice shall be only effective if actually delivered;

       (c)   if sent by telegraph, telex, telecommunication device or other
             similar form of communication, be deemed to have been given or made
             on the day following the day on which it was sent.

Any party may give written notice of change of address in the same manner, in
which event such notice shall thereafter be given to it as above provided at
such changed address.

16.    CURRENCY: All monetary references in this Agreement are in lawful
       currency of the United States of America and all payments made under this
       Agreement shall be made in such currency.

17.    PROPER LAW: This Agreement shall be governed and construed by the laws of
       the Province of British Columbia, including the laws of Canada applicable
       thereto, but excepting any of its conflict of laws rules which would have
       the effect of applying the laws of any other jurisdiction. The parties
       further agree that the federal and provincial courts of British Columbia
       shall have exclusive jurisdiction over all disputes relating to this
       Agreement.


                                      -4-
<PAGE>

18.    COUNTERPARTS: This agreement may be signed in counterparts with the same
       effect as if the parties hereto had executed the same document and such
       counterparts may be executed and delivered by way of facsimile or other
       means of transmitting legible images.

Please confirm your agreement with the above terms and conditions by signing and
returning the enclosed duplicate copy of this letter.

Yours very truly,

SIDEN INVESTMENTS LTD.


Per:
         -----------------------------------
         DAVID SIDOO, President


Communicate.com, Inc. hereby agrees to the above terms and conditions as of this
10th day of October, 2001.

COMMUNICATE.COM, INC.                          COMMUNICATE.COM, INC.
(Alberta Corporation)                          (Nevada Corporation)


Per:                                           Per:
      --------------------------------------       -----------------------------
         Authorized Signatory                           Authorized Signatory


                                      -5-
<PAGE>


                                  SCHEDULE "A"


                                 PROMISSORY NOTE

October 10th, 2001                                                US$150,000.00

FOR VALUE RECEIVED, the undersigned, jointly and severally, promise to pay to
SIDEN INVESTMENTS LTD. the sum of ONE HUNDRED FIFTY THOUSAND (US$150,000.00)
DOLLARS in lawful currency of the United States of America ON DEMAND.

The undersigned further jointly and severally promise to pay interest on the
aforesaid amount calculated from the date hereof at the Prime Rate plus four
percent (Prime Rate + 4%) per annum, such interest to be calculated monthly, in
arrears, and to accrue on overdue interest both before and after default.

For the purposes of this Promissory Note, "Prime Rate" means the per annum rate
of interest announced periodically by the Royal Bank of Canada at its main
branch, Vancouver, British Columbia, as its "prime interest rate" and used by it
as a reference rate for calculating rates of interest on Canadian dollar
commercial loans made in Canada. A statement of an officer of said bank as to
the amount of its Prime Rate shall be conclusive as between the parties.

This Promissory Note shall be governed and construed by the laws of the Province
of British Columbia, including the laws of Canada applicable thereto, but
excepting any of its conflict of laws rules which would have the effect of
applying the laws of any other jurisdiction. The parties further agree that the
federal and provincial courts of British Columbia shall have exclusive
jurisdiction over all disputes relating to this Promissory Note.

The undersigned hereby waives, presentment, protest and notice of presentment,
protest and dishonour.

DATED at Vancouver, British Columbia this ______ day of October, 2001.

COMMUNICATE.COM, INC. (Alberta Corporation)


Per:
      -----------------------------------------------
         Authorized Signatory


COMMUNICATE.COM, INC. (Nevada Corporation)


Per:
      -----------------------------------------------
         Authorized Signatory


<PAGE>


                                  SCHEDULE "B"


                           GENERAL SECURITY INSTRUMENT

This General Security Instrument granted the 10th day of October, 2001.

BY:               COMMUNICATE.COM, INC., a corporation incorporated under the
                  laws of Alberta, Canada, and having its principal business
                  office at 1300 - 1090 West Georgia Street, Vancouver, BC, V6E
                  3V7

                  ("Communicate Alberta")

AND BY:

                  COMMUNICATE.COM, INC., a corporation incorporated under the
                  laws of Nevada, United States of America and having a business
                  office at 1300 - 1090 West Georgia Street, Vancouver, BC, V6E
                  3V7

                  ("Communicate Nevada")

                  (Communicate Alberta and Communicate Nevada are, hereafter,
                  collectively referred to as the "Debtor")

IN FAVOUR OF:

                  SIDEN INVESTMENTS LTD., a company having its principal
                  business office at 1729 Acadia Road, Vancouver, BC, V6T 1R2

                  (the "Secured Party")


ARTICLE 1 - CREATION OF SECURITY INTEREST

1.1 The Debtor hereby grants to the Secured Party the security interests in the
collateral referred to in Section 2.1 hereof, to secure the payment or
performance of all obligations, indebtedness and liabilities of the Debtor to
the Secured Party, whether incurred prior to, at the time of or subsequent to
the execution hereof, including extensions or renewals, and all other
liabilities of the Debtor to the Secured Party, direct or indirect, joint,
several or both, wheresoever and howsoever incurred and any ultimate unpaid
balance thereof, including, without restricting the generality of the foregoing,
future advances to the Debtor under fixed or revolving credits established from
time to time and letters of credit whether or not drawn upon, issued by the
Secured Party with respect to the Debtor.


ARTICLE 2 - COLLATERAL

2.1      The collateral subject to the security interests created herein are:

         2.1.1    all of the Debtor's present and after acquired personal
                  property and without limiting the generality of the foregoing
                  includes:


<PAGE>

         (a)      INVENTORY

                  (i)      the inventory of the Debtor, including all goods,
                           merchandise, raw materials, work in progress,
                           finished goods, and other tangible personal property
                           now owned or hereafter acquired and held for sale or
                           lease or furnished or to be furnished under contracts
                           of service or used or consumed in the Debtor's
                           business;

                           (hereinafter collectively referred to as "Inventory")

         (b)      EQUIPMENT

                  (i)      all machinery, equipment and other tangible personal
                           property now owned or hereafter acquired by the
                           Debtor and not included in the aforesaid security
                           interests described in subsection (a) above,
                           (hereinafter collectively referred to as
                           "Equipment");

                           (hereinafter collectively referred to as "Equipment")

         (c)      ACCOUNTS RECEIVABLE

                  (i)      all debts, demands and choses in action which are now
                           due, owing or accruing due or which may hereafter
                           become due, owing or accruing due to the Debtor and
                           all claims of whatsoever nature or kind which the
                           Debtor now has or may hereafter have, including
                           claims against the Crown and claims under insurance
                           policies;

                  (ii)     all contracts, securities, bills, notes, lien notes,
                           judgments, chattel mortgages, mortgages, and all
                           other rights and benefits which now are or may
                           hereafter be vested in the Debtor in respect of or as
                           security for any of the said debts, demands, choses
                           in action and claims; and

                  (iii)    all books, accounts, invoices, letters, papers and
                           documents in any way evidencing or relating to any of
                           the said debts, demands choses in action and claims;

                           (hereinafter collectively referred to as "Accounts
                           Receivable");

         (d)       INTANGIBLES

                  (i)      all intangible personal property now owned or
                           hereafter acquired by the Debtor and not included in
                           the aforesaid security interests, including without
                           limitation all contractual rights, leasehold
                           interests, goodwill, patents, trademarks, tradenames,
                           domain names, copyrights, industrial designs and
                           other industrial or intellectual property or rights
                           therein, under license or otherwise;

                           (hereinafter collectively referred to as
                           "Intangibles");


                                      -2-
<PAGE>

         (e)      OTHER PERSONAL PROPERTY

                  (i)      all of the remaining personal property of the Debtor
                           of every kind now owned or hereafter acquired by the
                           Debtor (except such property as is validly and
                           effectively subject to the foregoing security
                           interests) including documents of title chattel
                           paper, instruments, securities and money;

                           (hereinafter collectively referred to as "Other
                           Personal Property");

         (f)      PROCEEDS

                  (i)      all proceeds derived directly or indirectly therefrom
                           including, without limiting the generality of the
                           foregoing, proceeds of sale, lease or other
                           dispositions of any property subject to all of the
                           foregoing security interests, proceeds of a kind
                           similar to the above described items, and money,
                           cheques or deposit accounts in deposit taking
                           institutions;

                           (hereinafter collectively referred to as "Proceeds");
                           and

         2.1.2    a floating charge in favour of the Secured Party of:

                  (i)      all the Debtor's presently owned or held and after
                           acquired or held real, immovable, and leasehold
                           property and all interests therein, and all
                           easements, rights-of-way, privileges, benefits,
                           licences, improvements, and rights whether connected
                           therewith or appurtenant thereto or separately owned
                           or held, including all structures, plant, and other
                           fixtures

                  (hereinafter collectively referred to as "Real Property"); and

                  (ii)     all property, assets, and undertakings of the Debtor,
                           both present and future, of whatever nature or kind
                           and wherever situate, and all Proceeds thereof and
                           therefrom,

                  other than any of the Debtor's property, assets, and
                  undertakings otherwise validly and effectively subject to the
                  charges and security interests in favour of the Secured Party
                  created under Subsection 2.1.1 of this Agreement. This charge
                  attaches immediately upon the Debtor acquiring any rights in
                  any of that property.

(All of the foregoing (namely Inventory, Equipment, Accounts Receivable,
Intangibles, Other Personal Property, Proceeds and Real Estate) are collectively
referred to as the "Collateral")

2.2 Notwithstanding anything else in this Instrument, the Collateral shall not
include the last day of any term of years reserved by any lease, verbal or
written, or any agreement herefrom, now held or hereafter acquired by the Debtor
but the Debtor shall stand possessed of the reversion remaining in the Debtor of
any leasehold premises, for the time being demised, as aforesaid, upon trust to
assign and dispose thereof as the Secured Party shall direct; and upon any sale
of the leasehold premises, or any part thereof, the Secured Party for the
purpose of vesting the aforesaid reversion of any such term or any renewal
thereof and any purchaser or purchasers thereof shall be entitled by deed or
writing to appoint such purchaser or purchasers or any other person or persons a
new trustee or trustees of the aforesaid reversion of any such term or any
renewal thereof in the place of the Debtor and divest the same accordingly in
the new trustee or trustees so appointed freed and discharged from any
obligations respecting the same.

                                      -3-
<PAGE>

2.3 The security interests shall be general and continuing security interests
notwithstanding any dealing by the Secured Party with the Debtor or any other
person claiming under or with respect to the Debtor or the Collateral,
notwithstanding any other title retention agreement, commercial pledge, right of
resale, security interest or other encumbrance whatsoever, and notwithstanding
that the indebtedness of the Debtor to the Secured Party may be reduced to a nil
balance or be repaid and further advances made from time to time.


ARTICLE 3 - SALES IN ORDINARY COURSE OF BUSINESS

3.1 The Debtor shall have no right to sell, lease or dispose of any of the
Collateral except for a sale of Inventory in the ordinary course of business
upon customary sales terms for value received and then only upon the express
condition that on or before delivery to a third party the Debtor shall secure
full settlement of the entire purchase price for the Collateral so sold in cash,
notes, chattel paper or other property in form satisfactory to the Secured
Party. Until the Debtor shall have made settlement with the Secured Party of the
full amount due to the Secured Party with respect to all such Collateral sold or
disposed of by the Debtor, the Debtor shall aggregate such cash, notes, chattel
paper or other property and hold the same in trust for the Secured Party and the
Secured Party shall have a security interest therein. The Debtor shall be
entitled to transfer such notes or chattel paper free of such trust if at or
prior to the time of such transfer the payment due from the Debtor to the
Secured Party shall be assured to the satisfaction of the Secured Party.


ARTICLE 4 - WARRANTIES OF DEBTOR

4.1      The Debtor hereby warrants to the Secured Party that:

(a)      if it is a corporation then it is duly organized and validly existing
         under the laws of British Columbia and it is duly qualified to conduct
         its business in British Columbia, and the execution, delivery and
         performance hereto are within its corporate powers, have been duly
         authorized and do not contravene, violate or conflict with any law or
         the terms of its constating documents or any indenture or agreement to
         which it is a party;

(b)      except for the security interests granted hereby and any expressly
         permitted security interests having priority over the security
         interests granted hereby, the Debtor is or will be the owner of, or
         have an interest in, the Collateral free from any adverse liens,
         security interest or encumbrances, and agrees that it will defend the
         Collateral against all claims and demands of all persons, firms or
         bodies corporate at any time claiming the same or any interest therein;
         and

(c)      the security interests herein are given and taken as additional
         security for the payment of the monies payable under other security
         instruments between the Debtor and the Secured Party, and not in
         substitution therefor.


ARTICLE 5 - UNDERTAKINGS OF DEBTOR

5.1      The Debtor hereby undertakes to:

(a)      promptly pay all obligations, indebtedness and liabilities owing to the
         Secured Party as they become due or are demanded;

(b)      maintain the Collateral in good condition and repair and provide
         adequate storage facilities to protect the Collateral and not permit
         the value of the Collateral to be impaired, reasonable wear and tear
         excepted;


                                      -4-
<PAGE>

(c)      not, without the consent in writing of the Secured Party, create any
         security interest, mortgage, hypothec, charge, lien or other
         encumbrance upon the Collateral or any part thereof ranking or
         purporting to rank in priority to or pari passu with the security
         interests created by this Instrument, except that the Debtor may create
         a purchase money security interest in Collateral hereafter acquired but
         only if such interest is perfected and notification thereof is given to
         the Secured Party pursuant to the provisions of the Personal Property
         Security Act of British Columbia;

(d)      defend the title to the Collateral against all persons, firms or bodies
         corporate claiming any interest in the Collateral or any part thereof;

(e)      not, without the prior written consent of the Secured Party remove the
         Collateral or any part thereof from the location where the Debtor
         carries on its business within the Province of British Columbia, except
         for rentals, machinery demonstrations, repairs and maintenance in the
         ordinary course of business which shall take place within the said
         Province;

(f)      pay all taxes, assessments, and levies or charges from any source which
         may be assessed against the Collateral or any part thereof or which may
         result in a lien against the Collateral or any part thereof and insure
         the Collateral for loss or destruction by fire, wind storm and such
         other perils stipulated by the Secured Party in an amount not less than
         the full insurable value of the Collateral or the amount from time to
         time hereby secured, whichever is lesser, with appropriate endorsement
         to secure the Secured Party as its interest shall appear. In the event
         the Debtor shall fail to provide adequate insurance when required to do
         so or to pay any of the said taxes, assessments, levies or charges the
         Secured Party may, without notice, at its option, but without any
         obligation or liability so to do, procure insurance and pay taxes or
         other charges and add said sums to the balance of the debt hereby
         secured or claim from the Debtor immediate reimbursement of such sums;

(g)      keep, at the principal place of business of the Debtor, accurate books
         and records of the Collateral and furnish at the request of the Secured
         Party from time to time, in writing, all information requested relating
         to the Collateral or any part thereof and the Secured Party shall be
         entitled from time to time to inspect the aforesaid Collateral and to
         take temporary custody of and make copies of all documents relating to
         Accounts Receivable and for such purposes the Secured Party shall have
         access to all premises occupied by the Debtor or where the Collateral
         or any of it may be found;

(h)      duly observe and conform to all valid requirements of a governmental
         authority relative to any of the Collateral and all covenants, terms
         and conditions upon or under which the Collateral is held;

(i)      do, make and execute, from time to time at the Secured Party' request,
         all such financing statements, further assignments, documents, acts,
         matters and things as may be reasonably required by the Secured Party
         of or with respect to the Collateral or any part thereof or as may be
         required to give effect to these presents, and the Debtor hereby
         constitutes and appoints the Secured Party or any receiver, manager or
         receiver-manager appointed by the Court or the Secured Party (all of
         whom are hereinafter referred to as the "Receiver") as hereafter set
         out, the true and lawful attorney of the Debtor irrevocably with full
         power of substitution to do, make and execute all such assignments,
         documents, act, matters or things with the right to use the name of the
         Debtor whenever and wherever it may be deemed necessary or expedient;

(j)      give immediate notice to the Secured Party in the event of a change of
         the corporate or trade name of the Debtor; and

(k)      pay, on demand of the Secured Party, all reasonable expenses, including
         solicitor's fees and disbursements and all the remuneration of any
         Receiver appointed hereunder, incurred by the Secured Party in the
         preparation , perfection and enforcement of this Instrument.


                                      -5-
<PAGE>


ARTICLE 6 - MAINTAIN SECURITY INTERESTS

6.1 The Debtor shall pay all expenses and, upon request, take any action
reasonably deemed advisable by the Secured Party to preserve the Collateral or
to establish, determine priority of, perfect, continue perfected, terminate
and/or enforce the Secured Party's interest in it or rights under this
Instrument. If the Debtor fails to act as required by this Instrument, the
Secured Party are authorized, in the Debtor's name, to take any such action,
including without limitation, signing the Debtor's name or paying any amounts so
required, and the cost thereof shall be one of the debts and liabilities secured
hereunder.


ARTICLE 7 - DEFAULT

7.1 The Secured Party may at its option, in writing, declare the Debtor to be in
default under this Instrument and/or may declare the whole or any part of the
unpaid balance of any obligations, indebtedness and liabilities secured by this
Instrument immediately due and payable if any of the following events occurs:

(a)      the Debtor fails to pay when due any of the obligations, indebtedness
         or liabilities secured by this Instrument;

(b)      the Debtor fails to perform any term, condition, provision, covenant or
         undertaking of this Instrument or any other agreement between the
         Debtor and the Secured Party;

(c)      the Debtor ceases or threatens to cease to carry on its business,
         commits an act of bankruptcy, becomes insolvent, makes an assignment or
         bulk sale of its assets, or proposes a compromise or arrangements to
         its creditors;

(d)      any proceeding is taken with respect to a compromise or arrangement or
         to have the Debtor declared bankrupt or wound up or to have a receiver
         appointed of any part of the Collateral or if any encumbrancer takes
         possession of any part thereof;

(e)      any execution, sequestration or extent or any other process of any
         Court becomes enforceable against the Debtor or if any distress or
         analogous process is levied upon the Collateral or any part thereof;

(f)      the occurrence of loss, theft, damage or destruction of the Collateral
         not covered by adequate insurance containing a loss payable clause for
         the protection of the Secured Party as its interest may appear;

(g)      if the Secured Party in good faith believes upon commercially
         reasonable grounds, that the prospect of payment or performance on the
         part of the Debtor of any of its obligations is, or is about to be,
         impaired or that the Collateral, or any part thereof, is, or is about
         to be, in jeopardy including danger of being lost, damaged or
         confiscated.

ARTICLE 8 - ENFORCEMENT AND REMEDIES

8.1

(a)      Upon default the security interests granted hereby shall become
         enforceable and the Secured Party shall have all the rights and
         remedies available to it under the Personal Property Security Act of
         British Columbia as amended from time to time as well as any other
         applicable laws and, but so as not to restrict the generality of the
         foregoing, the following rights and remedies:


                                      -6-
<PAGE>

         (i)      the Secured Party may appoint by instrument in writing a
                  Receiver of all or any part of the Collateral and remove or
                  replace such Receiver from time to time or may institute
                  proceedings in any Court of competent jurisdiction for the
                  appointment of such a Receiver. Any such Receiver or Receivers
                  so appointed shall have power to take possession of the
                  Collateral hereby charged or to carry on the business of the
                  Debtor and to concur in selling any of such Collateral or any
                  part thereof, and for such purposes to occupy and use any real
                  or personal property of the Debtor without charge therefor for
                  so long as may be necessary;

         (ii)     the Secured Party may demand that the Debtor assemble the
                  Collateral or part thereof, in any convenient place designated
                  by the Secured Party and deliver possession of all of the
                  Collateral or part thereof to the Secured Party;

         (iii)    the Secured Party may take such steps as it considers
                  necessary or desirable to obtain possession of all or any part
                  of the Collateral, and to that end the Debtor agrees that the
                  Secured Party may by its servants, agents or receiver at any
                  time during the day or night enter upon lands and premises,
                  and if necessary break into houses, buildings and other
                  enclosures where the Collateral may be found for the purpose
                  of taking possession of and removing the Collateral or any
                  part thereof;

         (iv)     the Secured Party may seize, collect, realize, borrow money on
                  the security of, release to third parties or otherwise deal
                  with the Collateral or any part thereof in such manner, upon
                  such terms and conditions and at such time or times as may
                  seem to it advisable and without notice to the Debtor (except
                  as otherwise required by any applicable law);

         (v)      the Secured Party may charge the Debtor for any expense
                  incurred by the Secured Party (including taxes, insurance,
                  legal, accounting and receiver fees) in protecting, seizing,
                  collecting, realizing, borrowing on the security of, selling
                  or obtaining payment of the Collateral or any part thereof and
                  may add the amount of such sums to the indebtedness of the
                  Debtor;

         (vi)     the Secured Party may elect to retain all or any part of the
                  Collateral in satisfaction of the obligations, indebtedness
                  and liabilities of the Debtor to the Secured Party;

         (vii)    the Secured Party may grant extensions of time and other
                  indulgences, take and give up securities, accept compositions,
                  grant releases and discharges, release any part of the
                  Collateral to third parties and otherwise deal with the
                  Debtor, debtors of the Debtor, sureties and others and with
                  the Collateral and other securities as the Secured Party may
                  see fit without prejudice to the liability of the Debtor or
                  the Secured Party's right to hold and realize the Collateral;

         (viii)   in the event of the Secured Party taking possession of the
                  Collateral, or any part thereof in accordance with the
                  provisions of this Instrument, the Secured Party shall have
                  the right to maintain the same upon the premises on which the
                  Collateral may then be situate and for the purpose of such
                  maintaining shall be entitled to the free use and enjoyment of
                  all necessary buildings, premises, housing, stabling, shelter
                  and accommodation for the proper maintaining, housing and
                  protection of the Collateral so taken possession of by the
                  Secured Party as aforesaid, and for its servant or servants,
                  assistant or assistants and the Debtor covenants and agrees to
                  provide the same without cost or expense to the Secured Party
                  until such time as the Secured Party shall determine in its
                  discretion to remove, sell or otherwise dispose of the
                  Collateral so taken possession of by it as aforesaid;

         (ix)     to facilitate the realization of the Collateral, the Secured
                  Party or its Receiver may carry on or concur in the carrying
                  on of all or part of the business of the Debtor and may, to
                  the exclusion


                                      -7-
<PAGE>

                  of all others, including the Debtor, enter upon, occupy and
                  use all or any of the premises, buildings, plant and
                  undertaking of the Debtor or occupied or used by the Debtor,
                  and use all or any of the tools, machinery and equipment of
                  the Debtor for such time as the Secured Party or receiver sees
                  fit, free of charge, to manufacture or complete the
                  manufacture of any inventory and to pack and ship the finished
                  product, and the Secured Party or Receiver shall not be liable
                  to the Debtor for any neglect in so doing or in respect of any
                  rent, rent charges, depreciation or damages in connection with
                  such actions;

         (x)      the Secured Party may, if it deems it necessary for the proper
                  realization of all or any part of the Collateral, pay any
                  encumbrance, lien, claim or charge that may exist or be
                  threatened against the same and in every such case the amounts
                  so paid together with costs, charges and expenses incurred in
                  connection therewith shall be added to the obligations of the
                  Debtor to the Secured Party at the date of payment thereof by
                  the Secured Party;

         (xi)     The Secured Party may sell, lease or otherwise dispose of all
                  or any part of the Collateral, whether by public or private
                  sale or lease or otherwise, in such manner, at such price as
                  can be reasonably obtained therefore and on such terms as to
                  credit and with such conditions of sale and stipulations as to
                  title or conveyance or evidence of title or otherwise as to
                  the Secured Party may seem reasonable, provided that if any
                  sale is on credit the Debtor will not be entitled to be
                  credited with the proceeds of any such sale, lease or other
                  disposition until the monies therefor are actually received;
                  and

         (xii)    all monies collected or received by the Secured Party in
                  respect of the Collateral may be applied on account of such
                  parts of the indebtedness and liability of the Debtor as to
                  the Secured Party seem best or may be held unappropriated in a
                  Collateral account or in the discretion of the Secured Party
                  may be released to the Debtor, all without prejudice to the
                  Secured Party' claims upon the Debtor.

(b)      The rights and remedies herein conferred upon the Secured Party shall
         be cumulative and not alternative and shall be in addition to and not
         in substitution for or in derogation of rights and remedies conferred
         by the Personal Property Security Act of British Columbia and any other
         applicable laws.


ARTICLE 9 - WAIVER

9.1

(a)      The Secured Party may permit the Debtor to remedy any default without
         waiving the default so remedied, and the Secured Party may waive any
         default without having waived any other subsequent or prior default by
         the Debtor. A waiver shall only be binding on the Secured Party if it
         has been given in writing.

(b)      The Debtor shall not be discharged by any extension of time, additional
         advances, renewals and extensions, the taking of further security,
         releasing security, extinguishment of the security interests created
         herein as to all or any part of the Collateral, the failure to perfect
         the security or any other act except a release or discharge of the said
         security interests upon the full payment of the obligations,
         indebtedness and liabilities secured by this Instrument, including
         charges, expenses, fees, costs and interest; and

(c)      the Debtor waives the right to receive any verification statements or
         financing statements related to this Instrument.


                                      -8-
<PAGE>


ARTICLE 10 - NON-LIABILITY OF THE SECURED PARTIES

10.1 The Secured Party shall not be liable or accountable for any failure to
seize, collect, realize, sell or obtain payment of the Collateral or any part
thereof and shall not be bound to institute proceedings for the purpose of
seizing, collecting, realizing or obtaining possession or payments of the same
or for the purpose of preserving any rights of the Secured Party, the Debtor, or
any other person, firm or body corporate in respect of same. The Secured Party
shall use reasonable care in the custody and presentation of Collateral it has
taken into its possession and the Debtor hereby agrees that the Secured Party
shall not be obliged to preserve any rights against other persons or take any
steps to preserve any rights of the Debtor with respect to Other Personal
Property including any instrument, security or chattel paper included in the
Collateral.


ARTICLE 11 - ADDITIONAL SECURITY
11.1 This Instrument is in addition to and not in substitution for any other
agreement between the parties creating a security interest in all or part of the
Collateral, and whether heretofore or hereafter made, and the terms of such
other agreement or agreements shall be deemed to be continued unless expressly
provided to the contrary in writing and signed by the parties.


ARTICLE 12 - ATTACHMENT

12.1 Subject to Section 12.2 the Debtor warrants and acknowledges that value has
been given and that the Debtor and the Secured Party intend the security
interests created by this Instrument to attach upon the execution of this
Instrument and that value has been given and that the Debtor has rights in the
Collateral.

12.2 With respect to any part of the Collateral to be acquired by the Debtor
after the date hereof, the Debtor warrants and acknowledges that the Debtor and
the Secured Party intend the security interests created by this Instrument to
attach as soon as the Debtor has rights therein.


ARTICLE 13 - FUTURE ADVANCES

13.1 Nothing herein contained including the execution of this Instrument nor the
perfection of any of the security interests contained herein shall obligate the
Secured Party to make any advance or future advance or loan or renewal or
extension of any indebtedness or liability of the Debtor whatsoever.


ARTICLE 14 - NOTICES

14.1 Notwithstanding anything herein contained and whether or not expressly
stipulated herein, every notice or other communication contemplated hereby or
otherwise relating hereto shall be in writing. Every notice required or
permitted to be communicated hereunder, may be:

(a)      served personally by leaving it with the party to whom it is to be
         communicated;

(b)      communicated by telecopy to the party to whom it is to be communicated;
         or

(c)      mailed by pre-paid registered mail (with acknowledgement of receipt
         requested) to the party to whom it is to be communicated.

If a notice is served personally, it shall be deemed to have been validly
communicated to and received by the party to whom it was addressed on the date
on which it was delivered. If a notice is communicated by telecopy, it shall be
deemed to have been validly communicated to and received by the party to whom it
was

                                      -9-
<PAGE>

addressed on the expiry of eight hours after it was transmitted or 9:00 o'clock
a.m. (according to the time zone of the party to whom it was addressed) on the
day following its transmission, whichever is later. If a notice is mailed as
aforesaid, it shall be deemed to have been validly communicated to and to have
been received by the addressee thereof on the earlier of the date of its receipt
or the eleventh day following the mailing thereof in Canada, provided that no
party shall mail any notice during any period during which Canadian postal
workers, whether in the whole of Canada, or in any region thereof where a notice
is to be communicated, are on strike, are withholding of services or lock-out is
threatened or has just been terminated so that, in the result, it may be
adversely affected. Any address as provided for in this Section may be changed
by written notice as contemplated by this Section, and the respective addresses
of the parties hereto for the communication of notice shall be as follows:

As to the Debtors:

1300 - 1090 West Georgia Street
Vancouver, BC
V6E 3V7

Attention:


As to the Secured Party:

c/o Norton Stewart
Business Lawyers
1200 - 1055 West Georgia Street
Vancouver, BC
V6E 3P3

Attention:  Mr. John W. Norton


ARTICLE 15 - HEADINGS

15.1 All headings used in this Instrument have been inserted for convenience of
reference only and are not intended to assist in the interpretation of any of
the provisions of this Instrument unless expressly referred to in the provisions
of this Instrument.

ARTICLE 16 - GENERAL

16.1 The invalidity or unenforceability of any provisions of this Instrument
shall not affect the validity or enforceability of any other provision.

16.2 This Instrument shall be interpreted in accordance with the laws of the
Province of British Columbia.


ARTICLE 17 - RECEIPT OF COPY

17.1 The Debtor hereby acknowledges receipt of a copy of this Security
Instrument.


ARTICLE 18 - WAIVER

18.1 The Debtor hereby waives the right to receive a copy of any financing
statement, financing change statement or verification statement filed or issued
in respect of the security interests created by this Instrument.


                                      -10-
<PAGE>


ARTICLE 19 - ENUREMENT

19.1 This Instrument benefits the Secured Party, its successors and assigns and
binds the Debtor and its heirs, executors, personal representatives, successors
and assigns.


                                      -11-
<PAGE>

ARTICLE 20 - MULTIPLE DEBTORS

20.1 If the Debtor consists of more than one entity then the term "Debtor" shall
apply to each such entity individually and to all such entities collectively and
every covenant, obligation and agreement to be observed and performed by the
Debtor in this instrument shall constitute joint and several covenants,
obligations, and agreements of each and all of such entities.

IN WITNESS WHEREOF the Debtor has executed this General Security Instrument this
day of October, 2001.


COMMUNICATE.COM, INC. (Alberta Corporation)


Per:
    ---------------------------------------
         Authorized Signatory



COMMUNICATE.COM, INC. (Nevada Corporation)


Per:
    ---------------------------------------
         Authorized Signatory

                                      -12-