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                                                                   EXHIBIT 10.46
                       OPTION TO PURCHASE COMMON SHARES OF

                            CYBEROAD.COM CORPORATION
                      (EXISTING UNDER THE LAWS OF FLORIDA)

                                   VOID AFTER
                                  JUNE 30, 2001

       THIS CERTIFIES that, for value received THOMSON KERNAGHAN & CO. LIMITED
(the "Holder"), is the registered holder of 200,000 compensation options (the
"Compensation Options") which entitle the holder, subject to the terms and
conditions set forth in this Compensation Option Certificate, to purchase from
Cyberoad.com Corporation (the "Company"), up to 200,000 shares of common stock
in the capital of the Corporation (the "Shares"), at any time until 5:00 p.m.
(Seattle time) on June 30, 2001 (the "Time of Expiry") on payment of US$1.00 per
Share (the "Exercise Price"). The number of Shares which the Holder is entitled
to acquire upon exercise of the Compensation Options and the Exercise Price are
subject to adjustment as hereinafter provided.

1. Exercise of Compensation Options

       (a) Election to Purchase. The rights evidenced by this certificate may be
exercised by the Holder in whole or in part and in accordance with the
provisions hereof by delivery of an Election to Purchase in substantially the
form attached hereto as Appendix "I", properly completed and executed, together
with payment of the Exercise Price for the number of Shares specified in the
Election to Purchase at the office of the Company at 1380 Burrard Street, Suite
620, Vancouver, British Columbia, V6Z 2H3, or such other address in the United
States or Canada as may be notified in writing by the Company (the "Company
Office"). In the event that the rights evidenced by this certificate are
exercised in part, the Company shall, contemporaneously with the issuance of the
Shares issuable on the exercise of the Compensation Options so exercised, issue
to the Holder a Compensation Option Certificate on identical terms in respect of
that number of Shares in respect of which the Holder has not exercised the
rights evidenced by this certificate.

       (b) Exercise. The Company shall, on the date it receives a duly executed
Election to Purchase and the Exercise Price for the number of Shares specified
in the Election to Purchase (the "Exercise Date"), issue that number of Shares
specified in the Election to Purchase.

       (c) Share Certificates. As promptly as practicable after the Exercise
Date, the Company shall issue and deliver to the Holder, registered in such name
or names as the Holder may direct or if no such direction has been given, in the
name of the Holder, a certificate or certificates for the number of Shares
specified in the Election to Purchase. To the extent permitted by law, such
exercise shall be deemed to have been effected as of the close of business on
the Exercise Date, and at such time the rights of the Holder with respect to the
number of Compensation Options which have been exercised as such shall cease,
and the person or persons


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in whose name or names any certificate or certificates for the Shares shall then
be issuable upon such exercise shall be deemed to have become the holder or
holders of record of the Shares represented thereby.

        (d)     Fractional Shares. No fractional Shares shall be issued upon
                exercise of any Compensation Options and no payments or
                adjustment shall be made upon any exercise on account of any
                cash dividends on the Shares issued upon such exercise. If any
                fractional interest in a Share would, except for the provisions
                of the first sentence of this Section 1(d), be deliverable upon
                the exercise of a Compensation Option, the Company shall, in
                lieu of delivering the fractional share therefor, pay to the
                Holder an amount in cash equal to the Fair Market Value (as
                hereinafter defined) of such fractional interest.

        (e)     Corporate Changes. In the event that, after the date hereof and
                prior to the Time of Expiry, the Company shall be a party to any
                capital reorganization, amalgamation, arrangement, merger or
                sale of all or substantially all of its assets, whether or not
                the Company is the surviving entity:

                (i)     the number of Shares subject to unexercised Compensation
                        Options shall be adjusted so that the Holder of
                        unexercised Compensation Options will be entitled to
                        receive, upon the exercise of such Compensation Options,
                        in lieu of the number of Shares to which such Holder was
                        entitled to purchase, the number of securities of the
                        Company or of the surviving entity, as the case may be,
                        that the Holder would have been entitled to receive by
                        reason of such reorganization, merger, amalgamation,
                        arrangement or sale of all or substantially all of its
                        assets (the "Event") if, on the date thereof, the Holder
                        had been the registered holder of the number of Shares
                        to which the Holder was theretofore entitled to
                        subscribe for and purchase; and

                (ii)    the Exercise Price shall be adjusted to be the amount
                        determined by multiplying the Exercise Price in effect
                        immediately prior to the Event by the number of Shares
                        subject to the unexercised Compensation Options
                        immediately prior to the Event, and dividing the product
                        thereof by the number of securities determined in
                        paragraph I(e)(i) hereof.

        (f)     Subdivision or Consolidation of Shares

                (i)     in the event that, after the date hereof and prior to
                        the Time of Expiry, the Company shall subdivide its
                        outstanding Shares into a greater number of Shares, and
                        conversely, in the event that the outstanding Shares of
                        the Company shall be consolidated into a smaller number
                        of Shares, the Exercise Price shall be adjusted to be
                        the amount determined by multiplying the Exercise Price
                        in effect immediately prior to such subdivision or
                        consolidation by the number of Shares outstanding at
                        such



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                        time and dividing the product thereof by the number of
                        Shares outstanding immediately after giving effect to
                        such subdivision or consolidation;

                (ii)    upon each adjustment of the Exercise Price as provided
                        herein, the Holder shall thereafter be entitled to
                        acquire, at the Exercise Price resulting from such
                        adjustment, the number of Shares (calculated to the
                        nearest tenth of a Share) obtained by multiplying the
                        Exercise Price in effect immediately prior to such
                        adjustment by the number of Shares which may be acquired
                        hereunder immediately prior to such adjustment and
                        dividing the product thereof by the Exercise Price
                        resulting from such adjustment.

        (g)     Change or Reclassification of Shares. In the event that, after
                the date hereof and prior to the Time of Expiry, the Company
                shall change or reclassify its outstanding Shares into a
                different class of securities:

                (i)     the number of Shares subject to unexercised Compensation
                        Options shall be adjusted as follows so that the Holder
                        of unexercised Compensation Options will be entitled to
                        receive, upon the exercise of such Compensation Options,
                        in lieu of the number of Shares to which such Holder was
                        entitled to purchase, the number of successor class of
                        securities that the Holder would have been entitled to
                        receive by reason of such change or reclassification if,
                        on the date thereof, the Holder had been the registered
                        holder of the number of Shares to which the Holder was
                        theretofore entitled to subscribe for and purchase; and

                (ii)    the Exercise Price shall be adjusted to the amount
                        determined by multiplying the Exercise Price in effect
                        immediately prior to the change or reclassification by
                        the number of Shares subject to the unexercised
                        Compensation Options immediately prior to the change or
                        reclassification, and dividing the product thereof by
                        the number of the successor class of securities
                        determined in paragraph 1(g)(i) hereof.

        (h)     Offering to Shareholders. In the event that, after the date
                hereof and prior to the Time of Expiry, the Company shall issue
                rights, options or warrants to all or substantially all the
                holders or the outstanding Shares of the Company entitling them,
                for a period expiring not more than 45 days after the record
                date or date of entitlement established to receive rights,
                options or warrants (any such date being hereinafter referred to
                in this Subsection 1(h) as the "record date"), to subscribe for
                or purchase Shares of the Company or securities convertible into
                or exchangeable for Shares at a price per share or, as the case
                may be, having a conversion or exchange price per share less
                than 95% of the Fair Market Value (as hereinafter defined) on
                such record date, the Exercise Price shall be adjusted
                immediately after the expiration of such rights, options or
                warrants so that it shall equal the price determined by
                multiplying the Exercise Price in effect on such record date by
                a fraction, of which the numerator shall be the total number of



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                Shares outstanding on such record date plus a number equal to
                the number arrived at by dividing the aggregate subscription or
                purchase price of the total number of additional Shares issued
                upon the exercise of such rights, options or warrants or, as the
                case may be, the aggregate conversion or exchange price of the
                convertible or exchangeable securities so issued by such Fair
                Market Value, and of which the denominator shall be the total
                number of Shares outstanding on such record date plus the total
                number of additional Shares so issued upon the exercise of such
                rights, options or warrants (or into which the convertible or
                exchangeable securities so offered were converted or exchanged);
                Shares owned by or held for the account of the Company or any
                subsidiary of the Company shall be deemed not to be outstanding
                for the purpose of any such computation; such adjustment shall
                be made successively whenever such a record date is fixed.

        (i)     Carry Over of Adjustments. No adjustment of the Exercise Price
                shall be made if the amount of such adjustment shall be less
                than 1% of the Exercise Price in effect immediately prior to the
                event giving rise to the adjustment, provided, however, that in
                such case any adjustment that would otherwise be required then
                to be made shall be carried forward and shall be made at the
                time of and together with the next subsequent adjustment which,
                together with any adjustment so carried forward, shall amount to
                at least 1% of the Exercise Price.

        (j)     Notice of Adjustment. Upon any adjustment of the number of
                Shares and upon any adjustment of the Exercise Price, then and
                in each such case the Company shall give written notice thereof
                to the Holder, which notice shall state the Exercise Price and
                the number of Shares or other securities subject to the
                unexercised Compensation Options resulting from such adjustment,
                and shall set forth in reasonable detail the method of
                calculation and the facts upon which such calculation is based.
                Upon the request of the Holder there shall be transmitted
                promptly to the Holder a statement of the firm of independent
                chartered accountants retained to audit the financial statements
                of the Company to the effect that such firm concurs in the
                Company's calculation of the change.

        (k)     Other Notices. In the event that, after the date hereof and
                prior to the Time of Expiry:

                (i)     the Company shall declare any dividend upon its Shares
                        payable in Shares;

                (ii)    the Company shall offer for subscription pro rata to the
                        holders of its Shares any additional shares of any class
                        or other rights;

                (iii)   there shall be any capital reorganization or
                        reclassification of the capital stock of the Company, or
                        consolidation, amalgamation or merger of the Company
                        with, or sale of all or substantially all of its assets
                        to, another corporation; or

                (iv)    there shall be a voluntary or involuntary dissolution,
                        liquidation or



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                        winding-up of the Company,

                then, in any one or more of such cases, the Company shall give
                to the Holder (A) at least 10 days' prior written notice of the
                date on which a record date shall be taken for such dividend,
                distribution or subscription rights or for determining rights to
                vote in respect of any such reorganization, reclassification,
                consolidation, merger, amalgamation, sale, dissolution,
                liquidation or winding-up and (B) in the case of any such
                reorganization, reclassification, consolidation, merger, sale,
                dissolution, liquidation or winding-up, at least 10 days' prior
                written notice of the date when the same shall take place. Such
                notice in accordance with the foregoing clause (A) shall also
                specify, in the case of any such dividend, distribution or
                subscription rights, the date on which the holders of Shares
                shall be entitled thereto, and such notice in accordance with
                the foregoing clause (B) shall also specify the date on which
                the holders of Shares shall be entitled to exchange their Shares
                for securities or, other property deliverable upon such
                reorganization, reclassification, consolidation, merger,
                amalgamation, sale, dissolution, liquidation or winding-up, as
                the case may be.

        (1)     Shares to be Reserved. The Company will at all times keep
                available, and reserve if necessary under Canadian law, out of
                its authorized Shares, solely for the purpose of issue upon the
                exercise of the Compensation Options, such number of Shares as
                shall then be issuable upon the exercise of the Compensation
                Options. The Company covenants and agrees that all Shares which
                shall be so issuable will, upon issuance, be duly authorized and
                issued as fully paid and non-assessable. The Company will take
                all such actions as may be necessary to ensure that all such
                Shares may be so issued without violation of any applicable
                requirements of any exchange upon which the Shares of the
                Company may be listed or in respect of which the Shares are
                qualified for unlisted trading privileges. The Company will take
                all such actions as are within its power to ensure that all such
                Shares may be so issued without violation of any applicable law.

        (m)     Issue Tax. The issuance of certificates for Shares upon the
                exercise of Compensation Options shall be made without charge to
                the Holder for any issuance tax in respect thereto, provided
                that the Company shall not be required to pay any tax which may
                be payable in respect of any transfer involved in the issuance
                and delivery of any certificate in a name other than that of the
                Holder.

        (n)     Fair Market Value. For the purposes of any computation
                hereunder, the "Fair Market Value" of a security at any date
                shall be the average, trading price per share for the security
                for the 20 consecutive trading days ending on the third trading
                day immediately before such date on any stock exchange or
                dealing network on which the Shares are listed or trade, or, if
                the security in respect of which a determination of Fair Market
                Value is being made is not listed on any stock exchange or does
                not trade on any dealing network, the Fair Market Value shall be
                determined by the directors, which determination shall be
                conclusive. The average price shall be



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                determined by dividing by 20 the sum of the daily mean of the
                high and low trading price per share on the said exchange or
                dealing network during the said 20 consecutive trading days.

2. Replacement

       Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Compensation Option Certificate and, if
requested by the Company, upon delivery of a bond of indemnity satisfactory to
the Company (or, in the case of mutilation, upon surrender of this Compensation
Option Certificate), the Company will issue to the Holder a replacement
certificate (containing the same terms and conditions as this Compensation
Option Certificate).

3. Expiry Date

       The Compensation Options shall expire and all rights to purchase Shares
hereunder shall cease and become null and void at 5:00 p.m. (Seattle time) on
June 30, 2001.

4. Covenant

       So long as any Compensation Options remain outstanding the Company
covenants that it will use its reasonable best efforts to register the Shares
issuable upon exercise of the Compensation Options in any registration statement
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended.

5. Successors

       This Compensation Option Certificate shall enure to the benefit of and
shall be binding upon the Holder and the Company and their respective
successors.

       IN WITNESS WHEREOF the Company has caused this Compensation Option
Certificate to be signed by its duly authorized officers.

       DATED as of the 30 day of June, 1999.


                                            CYBEROAD.COM CORPORATION

                                            Per:



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                                  APPENDIX "I"

                              ELECTION TO EXERCISE

      The undersigned hereby irrevocably elects to exercise the number of
Compensation options of CYBEROAD.COM CORPORATION set out below for the number of
Shares (or other property or securities subject thereto) as set forth below:

(a)     Number of Compensation Options to be Exercised:

(b)     Number of Shares to be Acquired:

(c)     Exercise Price per Share:                           $

(d)     Aggregate Purchase Price [(b) multiplied by (c)]:   $

and hereby tenders a certified cheque, bank draft or cash for such aggregate
purchase price, and directs such Shares to be registered and a certificate
therefor to be issued as directed below.

         DATED this ____________ day of ________________, ____.


                                            Per:

Direction as to Registration
Name of Registered Holder:
Address of Registered Holder: