ASSET PLEDGE & RELEASE AGREEMENT

THIS  AGREEMENT  made and  entered  into as of the 1st day of June,  2000 by and
between the following:

CYBEROAD.COM CORPORATION, a company incorporated under the laws of Florida, with
its registered  address at Intrastate  Registered  Agent,  701 Brickell  Avenue,
Suite 3000, Miami, Florida, 33133, ("Cyberoad");

CYBEROAD.COM ISLE OF MAN CORPORATION,  a company  incorporated under the laws of
Isle of Man,  with its  principal  place of  business  being  IFG  International
Limited, Castle Hill, Victoria Road, Douglas, Isle of Man, ("CIOM");

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

KAZOOTEK.COM TECHNOLOGIES INC., a company incorporated under the laws of British
Columbia,  Canada,  with it's principal  place of business being Suite 600, 1380
Burrard Street, Vancouver, BC, V6Z 2H3, ("Kazootek"); and

RECITALS:

The parties hereby acknowledge and agree as follows:

1.   That Cyberoad is under obligation by way of a Services Agreement, dated for
     reference December 31, 1999,  between Kazootek and Cyberoad,  for an amount
     equal to costs plus 10% Canadian  dollars.  An explanation of these fees is
     set out in Schedule "A" to the Services Agreement, attached hereto.

2.   That  Cyberoad is under  obligation  by way of a  Revolving  Line of Credit
     Agreement,  dated for reference  December 10, 1999, between El Moro Finance
     Ltd and related parties, and Cyberoad,  for an amount of U.S. $500,000, and
     attached hereto.

3.   That  Cyberoad is under further  obligation  by way of a Revolving  line of
     Credit Agreement,  dated for reference  February 24, 2000,  between El Moro
     Finance  Ltd.  and related  parties,  and  Cyberoad,  for an amount of U.S.
     $200,000, and attached hereto.

4.   That Cyberoad  hereby  agrees to provide and pledge as collateral  for it's
     obligations  to Kazootek under the Services  Agreement  dated for reference
     December 31, 1999 and attached hereto,  all of its operational  assets,  as
     set out in Schedule "A" to this agreement,  as well as its ownership by way
     of  shares  in Ebanx  Limited,  a  company  incorporated  under the laws of
     Nevada,  U.S.A.  and Corporacion  Ebanx.com,  S.A., a company  incorporated
     under the laws of Panama.

<PAGE>

NOW THEREFORE the following  terms and  conditions  are agreed to in full by the
parties hereto and are acknowledged by way of signature below.

A.   If Cyberoad  fails in anyway to meet it's  obligations  under the  Services
     Agreement by and between  Cyberoad and Kazootek,  it will  immediately upon
     demand by Kazootek,  assign its operational  assets,  as set out further in
     the attached  Schedule "A", over to Kazootek,  as well as it's ownership in
     Ebanx Limited and Corporacion Ebanx.com, S.A.

B.   El Moro acknowledges  Cyberoad's obligation to Kazootek in this manner, and
     agrees not to hold Cyberoad liable or  responsible,  in respect only to the
     above  mentioned  assets  being  pledged;  and if Cyberoad  were to fail in
     anyway to meet it's  obligations  under  the two  Revolving  Line of Credit
     Agreements as referenced above and attached  hereto,  El Moro would have no
     claim against Cyberoad in respect to the assets being pledged.

C.   CIOM,  party to the Revolving Line of Credit  Agreement dated for reference
     December 31, 1999,  also agrees not to hold Cyberoad  liable or responsible
     in respect to the assets being  pledged,  and  acknowledges  that it has no
     claim against Cyberoad in this regard.

D.   CIOM, the sole owner of 100% of the shares in Corporacion Ebanx.com,  S.A.,
     and the  sole  owner of 100% of the  shares  in Ebanx  Limited,  agrees  to
     furnish to Kazootek, immediately upon Cyberoad's request, 100% ownership of
     Corporacion Ebanx.com, S.A. and 100% ownership of Ebanx Limited.

GOVERNING LAW

This  agreement  shall be governed and construed in accordance  with the laws of
British Columbia, Canada.

SUCCESSORS

This agreement shall enure to the benefit of the Assignees, and shall be binding
upon the Assignor and it's executors, successors and assigns.

ASSIGNMENT

The parties hereto may not assign their rights or obligations binding as part of
this  Agreement,  in whole or in part,  without the prior written consent of all
the parties hereto.

EXECUTION IN COUNTERPART

This agreement may be signed in counterpart,  in as many  counterparts as may be
necessary,  each of which shall be deemed to be an  original,  and each of which
shall bear the date as first written above. All counterparts together shall form
one and the same agreement.
<PAGE>

ACKNOWLEDGED AND AGREED TO this 1st day of June, 2000, by and between:

CYBEROAD.COM CORPORATION                    CYBEROAD ISLE OF MAN CORPORATION


/s/ John Coffey                             /s/ John Coffey
---------------------------                 ---------------------------
John Coffey,                                John Coffey,
President                                   President

EL MORO FINANCE LTD.                        KAZOOTEK.COM TECHNOLOGIES INC.


/s/ Kay Richardson                          /s/ Jason Gordon
---------------------------                 ---------------------------
Kay Richardson,                             Jason Gordon,
Director                                    President


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

<PAGE>



                                  SCHEDULE "A"


         The operational assets as described in the Agreement  contained herein,
         shall include, but not be limited to the following:

A.   All  Equipment,  Furniture  and Fixtures  considered  necessary to carry on
     through the normal  course of business,  contained on the premises at Suite
     600, 1380 Burrard Street, Vancouver, B.C., V6Z 2H3.

B.   All  Equipment,  Furniture  and Fixtures  considered  necessary to carry on
     through the normal  course of business,  contained on the premises at Suite
     800, Harbour Centre, 555 West Hastings Street, Vancouver, B.C., V6B 4N5.