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                           ASSIGNMENT OF DEBT AGREEMENT
                                  (David Jeffs)

         THIS ASSIGNMENT OF DEBT AGREEMENT dated the 28th day of June, 2002,

AMONG:

                  COMMUNICATE.COM  INC., of Suite 600, 1100 Melville Street,
                  Vancouver,  British Columbia, V6E 4A6

                  (the "ASSIGNEE")

AND:

                  DAVID JEFFS, of #403 - 1080 Broughton Street,
                  Vancouver,  British Columbia, V6G 2A8

                  (the "ASSIGNOR")

AND:

                  DOMAIN  HOLDINGS  INC.,  of  600 - 1100  Melville  Street,
                  Vancouver,  British Columbia, V6E 4A6

                  (the "DEBTOR")


WHEREAS:

A.       The Debtor is indebted to the Assignor for the principal amount of
         Fifty Thousand (US$50,000) Dollars in U.S. funds (the "Debt").

B.       The Assignee wishes to purchase, and the Assignor wishes to grant,
         assign, transfer and set over unto the Assignee his entire right, title
         and interest in and to the Debt upon the terms and conditions contained
         in this Agreement.


NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the mutual promises, covenants, conditions, representations and warranties
hereinafter contained and the sum of Ten ($10.00) Dollars now paid by the
Assignee to the Assignor and for other good and valuable consideration, the
receipt of which are acknowledged, and subject to the terms and conditions
hereinafter set out, the parties agree as follows:


<PAGE>

1.    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ASSIGNOR
      ---------------------------------------------------------

1.1   The Assignor represents, warrants and covenants to the Assignee that:

(a)   the above premises are true and complete, that the Debt has not been
      prepaid in full or in part, and that the Debtor has been given notice of
      this Assignment by the Assignor;

(b)   the full amount of the Debt is due and owing by the Debtor to the
      Assignor; and

(c)   the Assignor now has a good right, full power and absolute authority to
      assign its right, title and interest in and to the Debt in the manner set
      out in Article 2 hereof according to the true intent and meaning of this
      Agreement.

1.2   The representations, warranties and covenants contained in Section 1.1 are
provided for the exclusive benefit of the Assignee and a breach of any one or
more thereof may be waived by the Assignee in whole or in part at any time
without prejudice to its rights in respect to any other breach of the same or
any other representation or warranty or covenant. Any representations,
warranties and covenants contained in Article 1 will survive the signing of this
Agreement.

2.    ASSIGNMENT AND PURCHASE OF THE DEBT
      -----------------------------------

2.1   The Assignor grants, assigns, transfers and sets over unto the Assignee
his entire right, title and interest in and to the Debt, including, without
limitation, all rights, benefits and advantages of the Assignor to be derived
therefrom and all burdens, obligations and liabilities to be derived thereunder,
in consideration of the premises and in consideration of the issuance of 500,000
common shares in the capital of the Assignee at a price of US$0.10 per share
(the "Shares").

2.2   The Assignor acknowledges and agrees that the Shares may only be resold in
compliance with the Securities Act of 1933, pursuant to a registration statement
or an exemption from registration under the Securities Act of 1933. The Assignor
acknowledges that the share certificates representing the Shares will bear a
trading restriction legend and may bear any other legend, if the legend or
legends are reasonably required by the Assignee to comply with state, federal or
foreign law.

3.    CONSENT OF DEBTOR
      -----------------

3.1   The Debtor agrees and consents to the assignment of the Assignor's
interest in the Debt to the Assignee pursuant to the terms and conditions of
this Agreement.

3.2   The Debtor represents, warrants and covenants to the Assignee that the
full amount of the Debt is due and owing at the time of this Agreement and that
the Debt has not been prepaid in full or in part.

3.3   The Debtor agrees and acknowledges and that the Assignee is entitled to
make demand at any time for payment of the full amount of the Debt.



                                      -2-
<PAGE>


4.    COUNTERPART

4.1   This Agreement may be signed in one or more counterparts, each of which
when so signed will be deemed an original, and such counterparts together will
constitute one in the same instrument.


      IN WITNESS WHEREOF this Agreement was signed by the parties hereto as of
the day and year first above written.


The Common Seal of                          )
COMMUNICATE.COM INC.                        )
affixed  was hereunto in the presence of:   )
                                            )
                                            )
                                            )
                                            )                C/S
--------------------------------------------
AUTHORIZED SIGNATORY                        )



SIGNED, SEALED and DELIVERED                )
by DAVID JEFFS in the presence of:          )
                                            )
                                            )
Signature of Witness                        )
---------------------------------           )
                                            )
                                            )
                                            )    ------------------------------
---------------------------------           )    DAVID JEFFS
Print Name                                  )
                                            )
                                            )
---------------------------------           )
Address                                     )
                                            )
                                            )
---------------------------------           )
Occupation                                  )


The Common Seal of                          )
DOMAIN HOLDINGS INC.                        )
affixed  was hereunto in the presence of:   )
                                            )
                                            )
                                            )
                                            )                C/S
--------------------------------------------)
AUTHORIZED SIGNATORY                        )





                                      -3-

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