TRANSFER OF OWNERSHIP

THIS AGREEMENT effective the _____ day of ______, 2000 by and between:

EL MORO  FINANCE  LTD.,  a company  incorporated  under the laws of the  British
Virgin Islands,  with a registered address at Pasea Estate,  Road Town, Tortola,
B.V.I., ("El Moro"); and

CYBEROAD.COM  CORPORATION,  a company  incorporated  under the laws of  Florida,
United States,  with a registered  address at 701 Brickell  Avenue,  Suite 3000,
Miami, Florida, 33133, and its subsidiaries, in whole or in part, ("Cyberoad").

NOW THEREFORE this  Agreement  witnesses  that in  consideration  for the mutual
terms and conditions contained herein, the parties hereto agree as follows:

RECITALS

The Parties  hereto have entered into an agreement  called the Revolving Line of
Credit Agreement, (the "Agreement") dated for reference the 10th day of December
1999, and attached hereto;

El Moro has provided to Cyberoad written notice in accordance with Item 2 of the
Agreement,  and  expressed  its desire to  collect on the loan in full,  for the
amount of U.S. $500,000; and

Cyberoad  hereby  acknowledges  that  is  it  the  100%  owner  of  Sistemas  de
Informacion  Tecnologies,  S.I.T.,  S.A.  and the 100%  owner of  Informacion  y
Tecnologia Canadiense, S.A.

NOW THEREFORE,  this agreement witnesses that in consideration for the terms and
conditions provided herein, the parties agree as follows:

TERMS & CONDITIONS

1.   Cyberoad   hereby  agrees  to  transfer  100%   ownership  of  Sistemas  de
     Informacion   Tecnologies,   S.I.T.,  S.A.  and  Informacion  y  Tecnologia
     Canadiense,  S.A., to El Moro as payment in full of its  revolving  line of
     credit for the amount of U.S.  $500,000  plus  interest,  as set out in the
     Agreement.  A breakdown of the Assets,  Equipment,  Furniture  and Fixtures
     involved is attached hereto as Schedule "A".

2.   In   consideration   for  such  transfer  of  ownership,   El  Moro  hereby
     acknowledges  and agrees  that the terms and  conditions  as set out in the
     Agreement   have  been  met  full,  and  in  no  way  is  Cyberoad  or  its
     subsidiaries,  in whole or in part, further obligated to El Moro in respect
     to the line of credit amount of U.S. $500,000 plus interest,  as set out in
     the Agreement.

3.   Also as part of the consideration  for such transfer of ownership,  El Moro
     agrees to  furnish  back to  Cyberoad,  the  right to enter  into a Service
     Provision  Agreement  for the  use of  facilities  in  Costa  Rica  and its
     services.  Such  agreement  shall be  provided  under  separate  cover  and
     attached hereto upon execution.

4.   As final part of the consideration for such transfer,  Cyberoad and El Moro
     agree to enter into a Transaction  Processing Agreement attached hereto and
     more fully described therein,  with Corporacion  Ebanx.com,  S.A., a wholly
     owned subsidiary of Cyberoad.

<PAGE>


5.   Entire  Agreement.   Except  as  specifically  provided  for  herein,  this
     ------------------
     Agreement contains the entire and only Agreement and understanding  between
     the parties,  relating to this specific subject matter,  and supercedes all
     proposals,  written  or oral,  and all  other  communications  between  the
     parties  hereto.  This  Agreement  may not be  modified  except in writing,
     signed by both parties hereto.

6.   Notice.  Any notice  required  herein shall be deemed to have been properly
     ------
     given 48 hours  after  being  sent to the  address  of record for the other
     party, by fax, email, mail or commercial courier service. The addresses for
     such notice shall be:

                                    Cyberoad.com Corporation
                                    Oficentro Sabana Sur
                                    Edificio 7, 5 Piso
                                    San Jose, Costa Rica

                                    El Moro Finance Ltd.
                                    Pasea Estate, Road Town
                                    Tortola, B.V.I.

7.   Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     ---------------
     accordance with the laws of Florida, U.S.A.

8.   Enurement. This Agreement shall be binding upon and enure to the benefit of
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     the parties hereto and their respective successors and assigns.

9.   Assigns.  This  Agreement is not  assignable by either  party,  without the
     --------
     written consent of the other party, which consent shall not be unreasonably
     withheld.

10.  Survivability.  In the event that any provision of this Agreement proves to
     --------------
     be invalid,  void or illegal,  that provision shall be deemed to be severed
     from this Agreement,  and shall in no way affect,  impair or invalidate any
     other provision or the Agreement as a whole. All other provisions contained
     herein will remain in full force and effect.


EXECUTION IN COUNTERPART

This instrument may be signed in counterpart,  in as many counterparts as may be
necessary. Each instrument shall bear the date first written above, and shall be
deemed to be an original, forming one and the same instrument.

IN WITNESS WHEREOF the parties hereto have caused this instrument to be executed
personally  or by their duly  authorized  officers  as of the day and year first
written above.

CYBEROAD.COM CORPORATION                         EL MORO FINANCE LTD.

/s/  John Coffey                                 /s/ Kay-Linda Richardson
---------------------                            ------------------------------
John Coffey,                                     Kay-Linda Richardson,
President                                        Director

                                                 /s/ Annetta Penn
                                                 ------------------------------
                                                 Annetta Penn

<PAGE>

                                  SCHEDULE "A"


         The Assets, Equipment, Furniture and Fixtures as described herein shall
         include  but not be  limited  to, all of the above  located  within the
         premises at Oficentro  Sabana Sur,  Edificio 7, 5 Piso, San Jose, Costa
         Rica and more fully described as:

                         Assignment of Lease to Premises
                         Office Furniture and Fixtures
                         Computer Hardware and Equipment


<PAGE>
                                    AMENDMENT

THIS AMENDMENT to the TRANSFER  AGREEMENT (the "Agreement")  dated for reference
June 27, 2000 is made and entered into as of the 13th day of July,  2000, by the
parties (the "Parties") to the Agreement and acknowledged and agreed to in full.

WHEREAS the Parties hereto wish to amend the Agreement,  specifically  item 1 of
the Terms and Conditions to read as follows:

1.   Cyberoad hereby agrees to transfer 100% of the outstanding capital stock of
     Sistemas  de  Infromacion  Tecnologies,   S.I.T.  S.A.  and  Informacion  y
     Tecnologia  Canadiense,  S.A.  (together,  the  "Companies")  to El Moro as
     payment  of  Cyberoad's revolving  line  of  credit  in the  amount of U.S.
     $500,000.00 plus interest accrued to the date of the Agreement (the "Payoff
     Amount").

2.   The  difference  between  the  Payoff  Amount  and the  book  value  of the
     Companies is hereinafter  referred to as the  "Shortfall".  Cyberoad hereby
     grants  to El  Moro  for a six  month period, the  option  to  convert  the
     Shortfall  into  shares of common  stock of  Cyberoad,  with each  share of
     common stock of Cyberoad  valued at the ten trading day average  (ending on
     the day prior to a request  to  convert)  of the  closing  sale  process as
     reported by the  exchange,  quotation  service or over the counter  trading
     system on which  Cyberoad may then be listed,  or if none,  at the price of
     the last financing completed by Cyberoad. El Moro may convert the Shortfall
     on  whole  or in  part;  provided  however  if the  Shortfall  has not been
     converted  in full  within  six  months of the date of the  Agreement,  the
     remaining  amount of the Shortfall  shall  automatically  be converted into
     shares of common  stock of  Cyberoad  pursuant  to the per share  value set
     forth above.

ACKNOWLEDGED AND AGREED TO BY:


CYBEROAD.COM CORPORATION                     EL MORO FINANCE LTD.

/s/ John Coffey                              /s/ Kay-Linda Richardson
--------------------------                   ----------------------------------
John Coffey, President                       Kay-Linda Richardson, Director


                                             /s/ Annetta Penn
                                             ----------------------------------
                                             Annetta Penn, Director