<PAGE>   1
                                                                   EXHIBIT 10.43
                                AGENCY AGREEMENT

                                                               November 11, 1999

Cyberoad.com Corporation
Officentro Sabana Sur
Building 7, Fifth Floor
San Jose, Costa Rica

Attention: John Coffey, President

Dear Sirs:

        We understand that Cyberoad.com Corporation (the "Corporation") proposes
to issue up to 1,000,000 shares (the "Closing Shares") of common stock, par
value $0.00001 per share (the "Common Stock") at a price of US$3.50 each (the
"Offering") and to grant an option to Thomson Kernaghan & Co. Limited
(hereinafter referred to as the "Agent") to increase the size of the Offering by
up to the number of additional shares (the "Option Shares") equal to the sum of
(a) 150,000 plus (b) that number that equals the difference between 1,000,000
and the number of Closing Shares issued on or prior to the Closing Date (as
hereinafter defined) in connection with the Offering (the Closing Shares and the
Option Shares are referred to herein collectively as the "Shares").

        Subject to the terms and conditions set forth below, the Corporation
hereby appoints the Agent as the sole and exclusive agent of the Corporation to
solicit, on a best efforts basis, offers to purchase the Shares, and the Agent
hereby agrees to act as such agent. It is understood and agreed that the Agent
is under no obligation to purchase any Shares, although it may subscribe for and
purchase Shares if it so desires.

        The terms and conditions relating to the purchase and sale of the Shares
are as follows:

1. THE OFFERING

        (a) Sale on Exempt Basis. The Agent will use its best efforts to arrange
for purchasers (the "Purchasers") for the Shares in Ontario and in such other
provinces of Canada as may be determined by the Agent and the Corporation (the
"Qualifying Provinces") and in such jurisdictions outside Canada and outside the
United States as may be determined by the Agent and the Corporation. The sale of
the Shares to Purchasers in Ontario is to be effected in a manner exempt from
the prospectus requirements of the Securities Act (Ontario) and the Regulation
thereunder. Each Purchaser of the Shares resident in or subject to the
securities laws of Ontario shall purchase under subsections 72(1)(a), (c) or (d)
of the Securities Act (Ontario) as qualified by subsection 27(l) of the
Regulation thereto.

        (b) Commission. The Corporation agrees to pay to the Agent at the Time
of Closing (as hereinafter defined) a cash commission equal to 8% of the gross
proceeds on the sale of the

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                                      -2-


Shares (the "Commission") in consideration of the services to be rendered by the
agent in connection with the Offering, which services shall include:

                (i)     acting as agent of the Corporation to solicit, on a best
                        efforts basis, offers to purchase the Shares;

                (ii)    assisting in the preparation of the form of subscription
                        agreements (the "Subscription Agreements") to be entered
                        into by the Corporation and each of the Purchasers; and

                (iii)   advising the Corporation with respect to the private
                        placement of the Shares.

        In addition to the Commission, as additional consideration for the
performance of its obligations hereunder, the Corporation shall issue to the
Agent at the Time of Closing, compensation options (the "Compensation Options")
entitling the holders thereof to purchase that number of shares of common stock
of the Corporation (the "Brokers' Shares") equal to 10% of the number of Shares
issued in the Offering at the Time of Closing, exercisable until the date which
is two years following the Closing Date, at a price of US$3.50 per Brokers'
Share. The Corporation will use its reasonable best efforts to register the
resale of the Brokers' Shares in the 1933 Act Registration Statement (as
hereinafter defined).

        (c) Appointment of Sub-Agent. The Corporation agrees that the Agent will
be permitted to appoint other registered dealers (or other dealers duly
qualified in their respective jurisdictions) as its agent to assist in the
Offering and that the Agent may determine the remuneration payable to such other
dealers appointed by it.

        (d) Covenants of the Agent. The Agent covenants, represents and warrants
to the Corporation that: (i) it will comply with all applicable securities
legislation of each province of Canada and such other jurisdictions outside of
Canada in which it solicits or procures subscriptions in connection with the
Offering; (ii) except as described herein, it will not solicit or procure
subscriptions for Shares so as to require registration thereof or filing of a
prospectus with respect thereto under the laws of any jurisdiction; (iii) it, or
its duly appointed agents, is duly qualified in the jurisdictions in which it
solicits or procures subscriptions in connection with the Offering; and (iv) it
will obtain from each Purchaser an executed Subscription Agreement in a form
reasonably acceptable to the Corporation and to the Agent relating to the
transactions herein contemplated.

2. OFFERING OPTION - By the Corporation's acceptance of this Agreement, the
Corporation hereby grants to the Agent an option (the "Offering Option") to sell
the Option Shares on behalf of the Corporation at US$3.50 per Option Share and
on the other terms and conditions of the Subscription Agreement. The Offering
Option may be exercised by the Agent, in whole or in part, at any one time up to
and including 5:00 p.m. (Seattle time) on the date that is 30 days from the
Closing Date. If the Agent exercises the Offering Option, a closing will occur
(the "Offering Option Closing") in the State of California on or prior to the
date that is two business days after the date of the exercise of the Offering
Option where the Agent shall pay to the Corporation the aggregate gross

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proceeds of the Offering Option by certified cheque or bank draft payable to the
Corporation or its nominee against delivery to the Agent of a certificate in
definitive form representing all of the Option Shares registered in the name
that the Purchasers of the Option Shares may direct. The applicable terms,
conditions, and provisions of the agreement resulting from the Corporation's
acceptance of this offer shall apply mutatis mutandis to the Offering Option
Closing. This clause creates an option only and the making of any payments on
account of the purchase price of any of the Option Shares issued on exercise of
the Offering Option shall not obligate the Agent to sell any further Option
Shares issued on exercise of the Offering Option. In the event the Corporation
shall subdivide, consolidate or otherwise change its Common Shares during the
period the Offering Option is outstanding, the Option Shares issuable upon the
exercise of the Offering Option shall similarly be subdivided, consolidated or
changed such that the Agent receives the same number and type of securities that
it would have otherwise received had it exercised in full such option prior to
such subdivision, consolidation or change. The exercise price shall be adjusted
accordingly and notice shall be given to the Agent of such adjustment. In the
event of any dispute as to the required adjustment to the exercise price and
number of Option Shares issuable upon exercise of the Offering Option, such
adjustment shall be determined conclusively by the auditors of the Corporation.

        At the Offering Option Closing, the Agent will receive a cash commission
(the "Option Commission") equal to 8% of the gross proceeds for the Option
Shares purchased pursuant to the exercise of the Offering Option and will
receive compensation options entitling the holders thereof to purchase that
number of Common Shares that equals 10% of the number of Option Shares issued at
the Offering Option Closing (the "Offering Option Compensation Options"),
exercisable until the date which is two years following the Offering Option
Closing, at a price of US$3.50 each.

        As used herein, the term "Subject Securities" includes the Shares, the
Compensation Options, the Offering Option and the Offering Option Compensation
Options.

3. REGISTRATION, ESCROW AND PENALTY PROVISIONS - Neither the Offering nor the
Offering Option is being made to U.S. Persons (as such term is defined in
Regulation S under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act")).

        The Corporation recognizes that it is fundamental to the Purchasers that
the Shares and Option Shares may be traded without restriction in the United
States. In accordance with this recognition that it is fundamental to the
Purchasers of Shares and Option Shares that the foregoing event occurs, the
Corporation covenants and agrees that:

        (a)     it will file with the Securities and Exchange Commission (the
                "SEC") a Form 10-SB, Form 20-F or Form 8-A or other appropriate
                form (a "1934 Act Form") under the United States Securities
                Exchange Act of 1934, as amended, seeking status as a reporting
                company in the United States, on or prior to December 7, 1999 or
                as soon practicable thereafter;

        (b)     it will file with the SEC a Registration Statement (the "1933
                Act Registration Statement") under the U.S. Securities Act on or
                prior to December 7, 1999 or as soon as practicable thereafter
                to qualify the re-sale of the Shares and the Broker's


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                                      -4-


                Shares issuable upon exercise of the Compensation Options
                Compensation Options;

        (c)     in the event either the 1934 Act Form or the 1933 Act
                Registration Statement is not filed on or prior to December 7,
                1999 (the "60 Day Filing Deadline"), the Corporation will
                deliver to each Purchaser of Closing Shares in the Offering and
                Option Shares in the Offering Option, for no further
                consideration, an additional 0.02 shares of Common Stock in
                respect of each Closing Share issued in connection with the
                Offering and each Option Share issued in connection with the
                Offering Option, and will deliver a further 0.02 shares of
                Common Stock to each such Purchaser for each further 30 days, or
                part thereof, that elapse beyond the foregoing 60 Day Filing
                Deadline until both filings are effected;

        (d)     it will keep the 1933 Act Registration Statement effective for a
                period of not less than 24 months from the Closing Date;

        (e)     it will use its commercially reasonable efforts to ensure that
                both the 1934 Act Form and the 1933 Act Registration Statement
                become effective as soon as possible;

        (f)     in the event that both the 1934 Act Form and the 1933 Act
                Registration Statement have not become effective (the "Effective
                Date") on or prior to February 5, 2000 (the " 120 Day
                Deadline"), unless waived by the Agent in writing, the
                Corporation will deliver to each Purchaser of Closing Shares in
                the Offering and Option Shares in the Offering Option, for no
                further consideration, an additional 0.02 shares of Common
                Stock, in respect of each Closing Share issued in connection
                with the Offering and each Option Share issued in connection
                with the Offering Option, and will deliver a further 0.02 shares
                of Common Stock to each such Purchaser for each 30 days, or part
                thereof, that elapse beyond the 120 Day Deadline until the
                Effective Date;

        (g)     as additional consideration for each Purchaser acquiring Shares
                pursuant to the Offering, it will issue to the Agent on behalf
                of the Purchasers an additional 850,000 shares of Common Stock
                (the "Escrowed Shares") and deposit the Escrowed Shares with the
                Agent to hold in escrow subject to release to the Purchasers (or
                their nominees) in accordance with subsections 3(c) and 3(f)
                hereof, with any remaining Escrowed Shares being released to the
                Corporation for cancellation on the earlier to occur of: (i) the
                Effective Date; and (ii) October 7, 2000;

        (h)     at the Closing it will direct an amount equal to 10% of the
                gross proceeds of the Offering (the "Escrowed Funds") to be
                placed in escrow with the Agent pursuant to an escrow agreement
                between the Corporation and the Agent (the "Escrow


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                                      -5-


                Agreement") which will provide, among other matters, that the
                escrow and invest the Escrowed Funds pursuant to the Escrow
                Agreement and that the Escrowed Funds will be released to the
                Corporation on the earlier to occur of: (i) the Effective Date;
                and (ii) October 7, 2000.

4. REPRESENTATIONS AND WARRANTIES OF THE CORPORATION - The Corporation
represents and warrants to the Agent and acknowledges that the Agent is relying
upon such representations and warranties, as follows:

        (a)     the Corporation has full corporate power and authority to
                undertake the Offering, the Offering Option and all other
                transactions contemplated herein;

        (b)     the authorized capital of the Corporation consists of
                500,000,000 shares of Common Stock, par value $0.00001 per
                share, of which at the date hereof 11,109,650 shares of Common
                Stock are issued and outstanding and an additional 1,500,000
                shares of Common Stock will be issued after the closing of the
                Offering in connection with the transfer of 100% of the
                ownership of eBanx [Isle of Man] Ltd. to Cyberoad.com [Isle of
                Man] Ltd., which transfer is subject only to the issue and sale
                of in excess of 571,428 shares pursuant to the Offering in
                accordance with the terms and conditions of the share purchase
                agreement dated November, 1999 between Cyberoad.com [Isle of
                Man] Ltd., Aundyr Enmyn Limited, IFG International (Nominees)
                Limited, Aundyr Trust and eBanx.com [Isle of Man] Ltd. (the
                "eBanx Acquisition Agreement"); and

        (c)     the Corporation has no subsidiaries other than the subsidiaries
                listed below (which list includes eBanx [Isle of Man] Ltd. and
                eBanx [Nevada] Ltd., which companies will only become
                subsidiaries of the Corporation after the Closing of the
                Offering pursuant to the eBanx Acquisition Agreement)
                (collectively, the "subsidiaries") and the Corporation
                beneficially owns, or will own following the Closing of the
                Offering in the case of eBanx [Isle of Man] Ltd. and eBanx
                [Nevada] Ltd., directly or indirectly, the percentage indicated
                below of all of the issued and outstanding voting and equity
                shares in the capital of each of the subsidiaries free and clear
                of all mortgages, liens, charges, pledges, security interest,
                encumbrances, claims or demands of any kind whatsoever except as
                set forth in the financial statements referred to in
                subparagraph 4(k) below, all of such shares have been duly
                authorized and validly issued and are outstanding as fully paid
                and non-assessable shares and no person has any right, agreement
                or option, present or future, contingent or absolute, or any
                right capable of becoming a right, agreement or option, for the
                purchase from the Corporation of any interest in any of such
                shares or for the issue or allotment of any unissued shares in
                the capital of any subsidiary or any other security convertible
                into or exchangeable for any such shares:


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<TABLE>
<CAPTION>
                                            Beneficial Equity and Voting
Name                                        Jurisdiction of Incorporation           Ownership
----                                        -----------------------------           ---------
<S>                                         <C>                                     <C>
Cyberoad.com [Isle of Man] Ltd. ("IOM")              Isle of Man                     Company

Information y Technologies Canadian                  Costa Rica                      IOM

Sistemas de Informacion Technologies                 Costa Rica                      IOM

eBanx.com [Isle of Man] Ltd.("eBanx IOM")            Isle of Man                     IOM(1)

eBanx [Nevada] Ltd. ("eBanx Nevada")                 Nevada                          eBanx IOM(1)
</TABLE>

(1) Subject to closing of the Offering pursuant to the terms of the eBanx
    Acquisition Agreement.

        (d)     the Corporation and each of the subsidiaries is duly qualified
                to conduct business under the laws of the jurisdiction in which
                it conducts its business and is in good standing in each such
                jurisdiction;

        (e)     to the best knowledge of the Corporation, the Corporation and
                each of the subsidiaries possesses all material licenses,
                certificates, registrations, authorities, permits, consents and
                qualifications issued by the appropriate state, provincial,
                municipal or federal regulatory agencies or bodies necessary to
                conduct the business now operated by it and all such licences,
                certificates, registrations, authorities, permits, consents and
                qualifications are valid and in full force and effect and do not
                contain any unusually burdensome provision, condition or
                limitation which has a material adverse effect on the operation
                of the business of the Corporation or the subsidiaries as now
                conducted and neither the Corporation nor the subsidiaries have
                received any notice of proceedings relating to the revocation or
                modification of any such licenses, certificates, authorities,
                permits, consents or qualifications which, if the subject of an
                unfavourable decision, ruling or finding would materially and
                adversely affect the conduct of the business, operations,
                financial condition, income or future prospects of the
                Corporation and the subsidiaries, taken as a whole;

        (f)     all of the press releases issued by or on behalf of the
                Corporation or any of the subsidiaries since March 31, 1999,
                copies of which are attached hereto as Schedule A, were true and
                correct in all material respects and did not contain a
                misrepresentation (as defined in the Securities Act (Ontario))
                as at the date of such issuance;

        (g)     except as set forth herein, neither the Corporation nor any of
                the subsidiaries is a party to or has granted any agreement,
                warrant, option, right or privilege capable of becoming an
                agreement, for the purchase,


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                                      -7-


                subscription or issuance of any shares of Common Stock or
                securities convertible into or exchangeable for shares of Common
                Stock other than not more than 1,700,000 options granted to
                directors, officers and employees of the Corporation exercisable
                at US$1.00 each, not more than 500,000 options granted to
                directors, officers and employees of the Corporation exercisable
                at market prices at the time of grant, 200,000 compensation
                options granted to the Agent exercisable at US$1.00 each, and
                1,500,000 Common Shares in connection with the acquisition of
                eBanx IOM;

        (h)     each of this Agreement, the Subscription Agreements, the Escrow
                Agreement and the Compensation Options (collectively the
                "Transaction Documents") has been, or will be upon execution
                thereof, duly authorized and executed by the Corporation and
                constitutes, or will constitute when executed, a legal, valid
                and binding obligation of the Corporation enforceable in
                accordance with its terms except that: (i) the enforcement
                thereof may be limited by bankruptcy, insolvency and other laws
                affecting the enforcement of creditors' rights generally, (ii)
                rights of indemnity, contribution and waiver of contribution
                thereunder may be limited under applicable law and (iii)
                equitable remedies, including, without limitation, specific
                performance and injunctive relief, may be granted by a court of
                competent jurisdiction;

        (i)     the entering into of each of the Transaction Documents and the
                performance of the transactions contemplated thereby will not
                result in a breach of, and do not create a state of facts which,
                after notice or lapse of time or both, will result in a breach
                of, and do not and will not conflict with: (i) any statute, rule
                or regulation applicable to the Corporation or its subsidiaries;
                (ii) any of the terms, conditions or provisions of the
                Corporation's Articles of Incorporation or by-laws or
                resolutions of the Corporation or its subsidiaries; or (iii) any
                trust indenture, agreement, instrument or other document to
                which the Corporation is a party or by which the Corporation or
                its subsidiaries is a party or will be contractually bound as of
                the Time of Closing; or (iv) any judgment, decree or order
                binding on the Corporation, its subsidiaries or any of their
                assets;

        (j)     the audited financial statements of Cyberoad Gaming Corporation
                ("Gaming") as at and for the seven months ended February 28,
                1999 (the "Audited Financial Statements"), previously delivered
                to the Agent (i) are in accordance with the books and records of
                Gaming; (ii) contain and reflect all adjustments necessary for
                the fair presentation of the results of operations and the
                financial condition of the business of Gaming for the period
                covered thereby; and (iii) present fairly the assets and
                financial condition of Gaming as at February 28, 1999 and the
                results of its


<PAGE>   8
                                      -8-


                operations and the changes in its financial position in
                accordance with U.S. generally accepted accounting principles
                applied on a consistent basis;

        (k)     the unaudited consolidated financial statements of the
                Corporation as at and for the month ended May 31, 1999 (the
                "Unaudited Financial Statements"), previously delivered to the
                Agent (i) are in accordance with the books and records of the
                Corporation and the subsidiaries; and (ii) present fairly the
                consolidated assets and financial condition of the Corporation
                as at May 31, 1999 and the consolidated results of its
                operations and the changes in its consolidated financial
                position for the period then ended in accordance with U.S.
                generally accepted accounting principles applied on a consistent
                basis;

        (1)     other than as disclosed in the Audited Financial Statements and
                the Unaudited Financial Statements, or otherwise disclosed in
                writing to the Agent, no material actions, suits, inquiries or
                governmental proceedings are outstanding or pending or, to the
                knowledge of the Corporation, are contemplated or threatened to
                which the Corporation or any of the subsidiaries is a party or
                to which the property of the Corporation or the subsidiaries is
                subject that would result individually or in the aggregate in
                any material adverse change in the operation, business or
                condition of the Corporation;

        (m)     each of the Corporation and the subsidiaries has filed all
                necessary tax returns and notices and has paid all applicable
                taxes of whatever nature for all tax years to the date hereof to
                the extent such taxes have become due or have been alleged to be
                due by the appropriate taxing authority and neither the
                Corporation nor the subsidiaries is aware of any tax
                deficiencies or interest or penalties accrued or accruing, or
                alleged to be accrued or accruing, thereon with respect to
                itself where, in any of the above cases it might reasonably be
                expected to result in any material adverse change in the
                condition, financial or otherwise, or in the earnings, business
                affairs or business prospects of the Corporation or the
                subsidiaries, taken as a whole;

        (n)     other than the Agent, there is no person, firm or corporation
                acting or purporting to act at the request of the Corporation or
                any of the subsidiaries, who is entitled to any brokerage or
                finder's fee in connection with the transactions contemplated
                herein;

        (o)     each of the Corporation and the subsidiaries is validly existing
                under the laws of the jurisdiction of its incorporation and has
                all requisite corporate capacity, power and authority to carry
                on its business as now conducted by it and as proposed to be
                conducted by it in the Business Plan (as defined below) and to
                own, lease and operate its assets and the Corporation has all


<PAGE>   9
                                      -9-


                requisite corporate power and authority to carry out the
                provisions and the transactions contemplated hereunder;

        (p)     the April 19, 1999 business plan of the Corporation (the
                "Business Plan") together with the Subscription Agreements and
                the attachments thereto which describes the business (the
                "Business") of the Corporation and the subsidiaries,
                collectively, do not contain a misrepresentation (as such term
                is defined in the Securities Act (Ontario)) regarding the
                Corporation which might reasonably be expected to result in any
                material adverse effect on the condition, financial or
                otherwise, or in the earnings, business affairs or business
                prospects of the Corporation or the subsidiaries, taken as a
                whole;

        (q)     for the purposes of the representations and warranties contained
                in this paragraph 4(q), the following terms have the following
                meanings:

                (i)     "Computer Technology" means computer hardware, software,
                        firmware, interfaces, logic, control systems,
                        engineering documentation, technical designs, systems
                        requirements, specifications, plans, testing procedures
                        and all related documentation whether in printed or
                        computer format, and other equipment that includes
                        computing technology or embedded logic such as
                        microchips and sensors;

                (ii)    "COTS" means third party commercial off-the-shelf
                        software licensed to the Corporation or its subsidiaries
                        and utilized by the Corporation or its subsidiaries in
                        conducting the Business;

                (iii)   "Intellectual Property" means all technical designs,
                        systems requirements, specifications and plans, computer
                        software, whether in machine or human readable form,
                        patents, trademarks, service names, tradenames,
                        copyrights, licences, trade secrets or other proprietary
                        rights or property licensed, sub-licensed or otherwise
                        transferred to third parties by the Corporation and its
                        subsidiaries or otherwise used in the Business as now
                        conducted;

                (iv)    "Software Licences" means the material licences of Third
                        Party Software and COTS to the Corporation and its
                        subsidiaries; and

                (v)     "Third Party Software" means the software licensed to
                        the Corporation or its subsidiaries which is bundled
                        with, embedded in or forms part of the Intellectual
                        Property;


<PAGE>   10
                                      -10-


                        (A)     the Corporation and/or its subsidiaries owns or
                                holds a license in respect of the copyright in
                                any software which is a part of the Intellectual
                                Property;

                        (B)     any source code for any software forming part of
                                the Intellectual Property which the Corporation
                                or any subsidiary holds has been treated as a
                                trade secret of the Corporation;

                        (C)     subject to any patent or other proprietary
                                rights of third parties not known to the
                                Corporation, the Corporation and its
                                subsidiaries, taken as a whole:

                                I.      have the exclusive right to use, sell,
                                        license, prepare derivative works for,
                                        and dispose of, the Intellectual
                                        Property except for licences to
                                        customers; and

                                II.     have the right to act unilaterally to
                                        bring actions for the infringement or
                                        misappropriation of the Intellectual
                                        Property;

                        (D)     neither the Corporation nor any of its
                                subsidiaries have received notice that they,
                                either individually or together, are infringing
                                upon or otherwise acting adversely to the right
                                or claimed right of any person under or with
                                respect to any of the Intellectual Property, and
                                to the knowledge of each of them, there is no
                                basis for any such claim provided that the
                                Corporation has no knowledge of whether or not
                                there is any infringement of third party patent
                                or other proprietary rights with respect to any
                                of the Intellectual Property;

                        (E)     the Software Licences:

                                I.      are in good standing and in full force
                                        and effect and no event, condition or
                                        occurrence exists that, after notice or
                                        lapse of time or both, would constitute
                                        a default under any of the Software
                                        Licences; and

                                II.     have not been assigned by the
                                        Corporation and/or its Subsidiaries;

                        (F)     no material Software License to the Corporation
                                and/or its Subsidiaries has been terminated in
                                the last year;


<PAGE>   11
                                      -11-


                        (G)     to the knowledge of the Corporation:

                                I.      there are no activities or conduct of
                                        any third party that would constitute
                                        material infringement of any rights of
                                        the Corporation and/or its Subsidiaries
                                        in or to the Intellectual Property; and

                                II.     neither the Corporation nor its
                                        Subsidiaries has received any notices
                                        asserting that any right in or to the
                                        Intellectual Property, or, subject to
                                        the terms of the Software Licences, the
                                        proposed use, sale, license or
                                        disposition of the Intellectual Property
                                        as contemplated by the Corporation or
                                        its Subsidiaries, conflicts or will
                                        conflict with the rights of any other
                                        party, nor is there any basis for any
                                        such assertion;

                        (H)     the only persons who own or have any rights to
                                the use of the Intellectual Property are Gaming,
                                Asanol Management Corporation ("Asanol") and
                                Internet Wagering Systems, Ltd. ("IWS");

                        (I)     subject to closing of the Offering and the
                                Corporation's satisfaction of debt to Advanced
                                Financial Services, Inc. (which the Corporation
                                hereby covenants to satisfy promptly following
                                closing), there are no liens or other
                                encumbrances on or against the Intellectual
                                Property;

                        (J)     to the knowledge of the Corporation, the
                                execution, delivery and performance of the
                                Transaction Documents and the consummation of
                                the transactions contemplated in this Agreement
                                will not breach, violate or conflict with any
                                instrument or agreement governing any rights to
                                the Intellectual Property or the Third Party
                                Software, will not cause the forfeiture or
                                termination of any rights to the Intellectual
                                Property or the Third Party Software or in any
                                way excludes the right of the Corporation and/or
                                its subsidiaries to use, sell, license or
                                dispose of, or to bring any action for the
                                infringement of, any rights to the Intellectual
                                Property which the Corporation and/or its
                                subsidiaries might otherwise have or in any way
                                exclude the right of the Corporation and/or its
                                subsidiaries to use, license or sub-license any
                                rights to the Third Party Software which the
                                Corporation and/or its subsidiaries might
                                otherwise have;

<PAGE>   12
                                      -12-


                        (K)     except with respect to the COTS and the Third
                                Party Software, all software which forms part of
                                the Intellectual Property was written only by
                                individuals who were either full time employees
                                of the Corporation or contractors who assigned
                                their intellectual property rights therein to
                                the Corporation or its subsidiaries pursuant to
                                written agreements. All of the aforesaid
                                individuals have waived in writing or have
                                agreed orally to waive in writing their rights
                                in such software (and the Corporation hereby
                                covenants to obtain written waivers from all
                                such individuals within 30 days following
                                closing of the Offering);

                        (L)     all licences granted by the Corporation or its
                                subsidiaries to use the Intellectual Property
                                have only been granted in the ordinary course of
                                business and have been in respect of object code
                                versions of the software comprised in the
                                Intellectual Property;

                        (M)     there are no restrictions on the ability of the
                                Corporation or its subsidiaries or any successor
                                to or assignee from them to use and exploit all
                                rights in the Intellectual Property, other than
                                in accordance with the terms of the applicable
                                Software Licenses and the COTS and Third Party
                                Software. None of the rights of the Corporation
                                or its subsidiaries in the Intellectual Property
                                or the Third Party Software will be impaired or
                                affected in any way by the transactions
                                contemplated by this agreement;

                        (N)     to the Corporation's best knowledge, all
                                Intellectual Property or other Computer
                                Technology provided by the Corporation or its
                                subsidiaries to any third party including
                                without limitation pursuant to any license
                                agreement is Year 2000 compliant. Without
                                limiting the foregoing, to the best knowledge of
                                the Corporation, all Third Party Software and
                                COTS provided to third parties is Year 2000
                                compliant. The Corporation does not have any
                                obligations (contingent or otherwise) in respect
                                of any Third Party Software provided to third
                                parties by the Corporation or its subsidiaries
                                that is not Year 2000 compliant;

                        (0)     the source code for the Intellectual Property
                                has not been delivered or made available to any
                                person (other than the


<PAGE>   13
                                      -13-


                                subsidiaries, Gaming, IWS and Asanol) and none
                                of the Corporation or its subsidiaries has
                                agreed to or undertaken to or in any other way
                                promised to provide such source code to any
                                other person; and

                        (P)     to the best knowledge of the Corporation, the
                                COTS are in good standing and in full force and
                                effect and no event, condition or occurrence
                                exists that, after notice or lapse of time or
                                both, would constitute a default under any of
                                the COTS licenses.

        (r)     no order ceasing or suspending trading in securities of the
                Corporation or prohibiting the sale of securities by the
                Corporation has been issued and to the knowledge of the
                Corporation, no proceedings for this purpose have been
                instituted, are pending, contemplated or threatened; provided,
                however, as of December 1, 1999 if the Corporation does not file
                a registration statement with the U.S. Securities and Exchange
                Commission which is at that date declared effective, the
                Corporation's securities will cease to trade on the OTC Bulletin
                Board; and provided further, that the Corporation has not filed
                a registration statement at the date hereof and believes its
                securities will be halted from trading as of December 1, 1999;

        (s)     since May 31, 1999, the Corporation has not, directly or
                indirectly, declared or paid any dividend or declared or made
                any other distribution on any of its shares or securities of any
                class, or, directly or indirectly, redeemed, purchased or
                otherwise acquired any of its shares or securities or agreed to
                do any of the foregoing;

        (t)     there is not, in the Articles of Incorporation or by-laws of the
                Corporation or in any agreement, mortgage, note, debenture,
                indenture or other instrument or document to which the
                Corporation is a party, any restriction upon or impediment to
                the declaration or payment of dividends by the directors of the
                Corporation or the payment of dividends by the Corporation to
                the holders of its Common Stock; and

        (u)     Interwest Transfer Co., Inc. ("Interwest"), at its principal
                offices at 1981 East 4800 South, Suite 100, Salt Lake City,
                Utah, U.S.A. 84117 has been duly appointed as the transfer agent
                and registrar for all of the outstanding Common Shares.

5. COVENANTS OF THE CORPORATION - The Corporation hereby covenants to and with
the Agent that it will:

        (a)     fulfil all legal requirements to permit the creation, issuance,
                offering and sale of the Subject Securities as contemplated in
                this Agreement including, without limitation, compliance with
                all applicable securities legislation to enable the Shares to be
                offered


<PAGE>   14
                                      -14-


                for sale and sold to Purchasers without the necessity of filing
                a prospectus in the provinces of Ontario;

        (b)     prior to any Closing, permit the Agent and its counsel to
                conduct all due diligence which the Agent may reasonably require
                to conduct in order to fulfil its obligations under applicable
                securities legislation;

        (c)     ensure that at the respective times of filing and at all times
                subsequent to the filing thereof until two years thereafter, the
                1933 Act Registration Statement and the 1934 Act Form will fully
                comply in all material respects, with the requirements of
                applicable securities legislation;

        (d)     deliver in Toronto, within three Business Days of the Effective
                Date for the 1933 Act Registration Statement and the 1934 Act
                Form, as the case may be, without charge to the Agent, as many
                copies of the 1933 Act Registration Statement and the 1934 Act
                Form, as the Agent may reasonably request, and such delivery
                shall constitute: (A) the consent of the Corporation to use such
                documents in connection with the distribution of the Shares and
                the Broker's Shares issuable upon exercise of the Compensation
                Options and the Offering Option Compensation Options; and (B)
                the Corporation's representation and warranty to the Agent that,
                at the time of delivery by the Corporation to the Agent, the
                information and statements contained therein (except information
                and statements relating solely to or provided by the Agent)
                contain no material misrepresentation and do not omit to state a
                material fact relating to the Corporation, and the Shares and
                the Broker's Shares issuable upon exercise of the Compensation
                Options and the Offering Option Compensation Options;

        (e)     to appoint the Agent, as custodian under the Escrow Agreement;

        (f)     forthwith after the Closing, to file such documents as may be
                required under the applicable securities laws of the Qualifying
                Provinces relating to the private placement of the Shares which,
                without limiting the generality of the foregoing, shall include
                a Form 45-501F1 as prescribed by the Regulation made under the
                Securities Act (Ontario); and

        (g)     in the event that any person, firm or corporation acting or
                purporting to act for the Corporation or any of the subsidiaries
                establishes a claim for any fee from the Agent relating to the
                Offering, the Corporation covenants to indemnify and hold
                harmless the Agent with respect thereto and with respect to all
                costs reasonably incurred in the defense thereof.


<PAGE>   15
                                      -15-


6. CONDITIONS OF CLOSING - The purchase and sale of the Shares and the Closing
shall be subject to the following conditions, which conditions may be waived in
writing in whole or in part by the party entitled to the benefit thereto:

        (a)     the Corporation having obtained all requisite regulatory
                approvals required to be obtained by the Corporation in respect
                of the Offering and the Offering Option, as applicable, on terms
                mutually acceptable to the Corporation and the Agent;

        (b)     the Corporation, and the Agent having complied fully with all
                relevant statutory and regulatory requirements required to be
                complied with prior to the Time of Closing in connection with
                the Offering and the Offering Option, as applicable;

        (c)     the Corporation having taken all necessary corporate action to
                authorize and approve the Transaction Documents and all other
                matters relating thereto;

        (d)     the Agent having received at Closing legal opinions of counsel
                to the Corporation, addressed to the Agent and each of the
                Purchasers, acceptable in all reasonable respects to counsel to
                the Agent;

        (e)     the Agent having delivered to the Corporation at the Closing
                duly executed Subscription Agreements to purchase Shares and
                such Subscription Agreements having been accepted by the
                Corporation; and

        (f)     the Corporation having delivered to the Agent a certificate of
                Interwest as registrar and transfer agent which certifies that
                as at the Closing Date and before giving effect to the Offering,
                11,109,650 Common Shares are issued and outstanding.

7. CLOSING - The purchase and sale of the Shares (the "Closing") shall be
completed at such place as the Corporation and the Agent may agree upon, in one
or more Closings, at 11:00 a.m. (Toronto time) (the "Time of Closing") the
first of which shall occur on November 11, 1999 or at such other time or on such
other date as the Corporation and the Agent may agree upon (the "Closing Date").
The parties acknowledge that U.S. $499,999.50 has been advanced to the
Corporation prior to the first Time of Closing pursuant to a Subscription
Agreement provided to the Corporation in advance of the Time of Closing to
purchase 142,857 Closing Shares (the "Advance").

        At the Time of Closing, the Corporation shall deliver to the Agent on
behalf of the Purchasers:

        (a)     an irrevocable direction to Interwest to issue and deliver: (i)
                to the Purchasers certificates representing the Closing Shares,
                and Option Shares, if applicable, duly registered as directed by
                the subscription agreements; and (ii) at the first Closing, to
                the Agent, as custodian, certificates representing 850,000
                Common Shares to be held in escrow;


<PAGE>   16
                                      -16-


        (b)     the legal opinion(s) as contemplated in subsection 6(d) hereof;
                and

        (c)     such further documentation as is contemplated in the closing
                agenda attached as Schedule B hereto or as the applicable
                regulatory authorities may reasonably require;

against delivery by the Agent to the Corporation of (a) duly executed
Subscription Agreements to purchase such Shares; and (b) payment to the
Corporation or its nominee by certified cheques or bank drafts or other
mechanism agreed to by the Corporation and the Agent, of that amount that equals
90% of the aggregate purchase price for the Shares paid for at the Time of
Closing less: (i) 10% of the amount of the Advance; (ii) the Commission; and
(iii) the expenses payable at the Time of Closing in accordance with section 8
hereof. The Agent shall retain, as custodian under the Escrow Agreement, that
amount that equals 10% of the purchase price for the Shares paid for at the Time
of Closing plus, at the first Closing, 10% of the amount of the Advance.

8. EXPENSES - Whether or not Closing occurs, the Corporation shall pay all
costs, fees and expenses, if any, of or incidental to the performance of the
obligations under this Agreement including, without limitation; (i) the cost of
preparing, filing and amending, if applicable, the 1933 Act Registration
Statement and the 1934 Act Form, (ii) the cost of printing certificates for the
Shares and Broker's Shares issuable upon exercise of the Compensation Options
and Offering Option Compensation Options, (iii) the cost of registration,
countersignature and delivery of the Shares and Broker's Shares issuable upon
exercise of the Compensation Options and Offering Option Compensation Options,
(iv) the fees and expenses of the Corporation's auditors, counsel and any local
counsel, (v) the reasonable fees and expenses of the Agent's counsel, and (vi)
the Agent's reasonable out-of-pocket expenses (including marketing expenses
provided that any flights shall be business class). Such amounts payable to the
Agent and its agents shall be identified in reasonable detail in documents
tabled at Closing and shall be paid by the Corporation at the Time of Closing to
the Agent in respect of fees and expenses incurred to such date (other than
expenses of Bruce MacDonald and Dal Brynelen which shall be payable after the
Time of Closing), and as soon as reasonably possible following receipt of any
additional invoices therefor in respect of expenses and fees incurred after the
Time of Closing (and expenses of Bruce MacDonald and Dal Brynelen), which, to
the extent such expenses and fees incurred after the Time of Closing exceed U.S.
$3,000, have been approved in advance by the Corporation and within a reasonable
time period following receipt of any additional invoices therefor along with
sufficient supporting material as may be reasonably requested by the
Corporation.

9.    INDEMNITIES

        (a)     the Corporation (as the "Indemnifying Party") hereby covenants
                and agrees to protect, indemnify and hold harmless the Agent and
                its directors, officers, employees, attorneys and agents
                (individually, an "Indemnified Party" and, collectively, the
                "Indemnified Parties") from and against all losses (except for
                loss of profits), claims, expenses, costs, damages or
                liabilities, whether joint or several (including the


<PAGE>   17
                                      -17-


                aggregate amount paid in reasonable settlement of any actions,
                suits, proceedings or claims provided such settlement is made
                pursuant to the terms and conditions of this section 9) which
                they may suffer or incur caused by or arising directly or
                indirectly by reason of:

                (i)     any information or statement (except any information or
                        statement made or provided by or solely relating to the
                        Agent, unless such information or statements were
                        provided to the Agent, or prepared, by the Corporation)
                        contained in the Business Plan, the 1934 Act Form or the
                        1933 Act Registration Statement being or being alleged
                        to be a misrepresentation;

                (ii)    the omission to state in the Business Plan, the 1934 Act
                        Form or the 1933 Act Registration Statement, or any
                        amendment to such document a material fact required to
                        be stated therein or necessary to make the statements
                        therein not misleading (except the omission to state a
                        material fact made or provided by or solely relating to
                        the Agent, unless such information or statements were
                        provided to the Agent, or prepared, by the Corporation);

                (iii)   the Corporation not complying with any requirement of
                        any securities legislation or regulatory requirements of
                        any jurisdiction in which Purchasers reside in
                        connection with the Offering, or the Offering Option;

                (iv)    any order made or any inquiry, investigation or
                        proceeding commenced or threatened by any regulatory
                        authority based upon an allegation that any untrue
                        statement or alleged omission or any misrepresentation
                        or alleged misrepresentation in the Business Plan, the
                        1934 Act Form, the 1933 Act Registration Statement or
                        any amendment to such document exists (except
                        information and statements made or prepared by or solely
                        relating to the Agent, unless such information or
                        statements were provided to the Agent, or prepared, by
                        the Corporation) which prevents or restricts the trading
                        of the Shares or the Option Shares or the Brokers'
                        Shares; or

                (v)     the Corporation's failure to comply with any of its
                        obligations hereunder;

        (b)     the Agent (as the "Indemnifying Party") agrees to indemnify and
                hold harmless the Corporation and its agents, employees,
                attorneys, officers and directors of each of the foregoing
                (individually, an "Indemnified Party" and collectively, the
                "Indemnified Parties") from and against any and all losses
                (except for loss of profits), claims, costs, damages,
                liabilities or expenses, whether joint or several (including the
                aggregate amount paid in reasonable settlement of any actions,
                suits, proceedings or claims provided such settlement is made
                pursuant to the terms and conditions of this section 9) which
                they may suffer or incur arising directly out of or based
                directly upon the willful misconduct or gross negligence of the
                Agent;


<PAGE>   18
                                      -18-


        (c)     if any action or claim (including any governmental or regulatory
                investigation or proceeding) shall be asserted against an
                Indemnified Party in respect of which indemnity may be sought
                from an Indemnifying Party pursuant to the provisions hereof, or
                if any such potential action or potential claim shall come to
                the knowledge of an Indemnified Party, the Indemnified Party
                shall promptly notify the Indemnifying Party in writing of the
                nature of such action or claim (provided that any failure to so
                notify shall not affect the Indemnifying Party's liability under
                this section 9 unless such delay has prejudiced the defense to
                such claim). The Indemnifying Party shall be entitled but not
                obliged to participate in or to assume the defense thereof,
                provided, however that the defense shall be through legal
                counsel acceptable to the Indemnified Party, acting reasonably.
                In addition, the Indemnified Party shall also have the right to
                employ separate counsel in any such action and to participate in
                the defense thereof, and the fees and expenses of such counsel
                shall be borne by the Indemnified Party unless (i) the
                employment thereof has been specifically authorized in writing
                by the Indemnifying Party; (ii) the Indemnified Party has been
                advised by counsel acceptable to the Indemnifying Party, acting
                reasonably, that representation of the Indemnifying Party and
                the Indemnified Party by the same counsel would be inappropriate
                due to actual or potential differing interests between them; or
                (iii) the Indemnifying Party has failed, within a reasonable
                time after receipt of such written notice to assume the defense
                of such action or claim. It is understood and agreed that the
                Indemnifying Party shall not, in connection with any action,
                suit, proceeding or claim in the same jurisdiction, be liable
                for the legal fees and expenses of more than one separate legal
                firm to represent the Indemnified Parties. Neither party shall
                effect any settlement of any such action or claim or make any
                admission of liability without the written consent of the other
                party, such consent not to be unreasonably withheld or delayed.
                The indemnity hereby provided for shall remain in full force and
                effect and shall not be limited to or affected by any other
                indemnity in respect of any matters specified in this section
                obtained by the Indemnified Party from any other person;

        (d)     to the extent that any Indemnified Party is not a party to this
                Agreement, the Agent or Corporation, as the case may be, shall
                obtain and hold the right and benefit of this section in trust
                for and on behalf of such Indemnified Party;

        (e)     the Corporation hereby waives its right to recover contribution
                from the Agent with respect to any liability of the Corporation
                by reason of or arising out of any misrepresentation or omission
                contained in the Business Plan, 1934 Act Form or the 1933 Act
                Registration Statement or any amendment to such documents;
                provided, however, that such waiver shall not apply in respect
                of liability caused or incurred by reason of or arising out of
                any misrepresentation or omission which is based upon or results
                from information made or provided by or solely relating to the
                Agent contained in such document (unless such information or
                statements were provided to the Agent, or prepared, by the
                Corporation); and


<PAGE>   19
                                      -19-


(f)     each of the Corporation and the Agent hereby consents to personal
        jurisdiction and service and venue in any court in which any claim which
        is subject to indemnification hereunder is brought against the other or
        any Indemnified Party and to the assignment of the benefit of this
        section to any Indemnified Party for the purpose of enforcement provided
        that nothing herein shall limit the Indemnifying Party's right or
        ability to contest the appropriate jurisdiction or forum for the
        determination of any such claims.

10. CONTRIBUTION - In the event that, for any reason, the indemnity provided for
in section 9 hereof is illegal or unenforceable, then each Indemnifying Party,
in lieu of indemnifying such Indemnified Party, shall contribute to the
aggregate of all losses, claims, costs, damages, expenses or liabilities (except
loss of profits in connection with the sale of Shares) of the nature provided
for in section 9 hereof such that the Agent shall be responsible for that
portion represented by the percentage that the Commission bears to the gross
proceeds from the Offering and the Corporation shall be responsible for the
balance provided that in no event shall the Agent be responsible for any amount
in excess of the Commission actually received by the Agent. Notwithstanding the
foregoing, a person guilty of fraudulent misrepresentation shall not be entitled
to contribution from any other party. Any party entitled to contribution will,
promptly after receiving notice of commencement of any claim, action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties under this section, notify such party
or parties from whom contribution may be sought. In no case shall such party
from whom contribution may be sought be liable under this Agreement unless such
notice shall have been provided, but the omission to so notify such party shall
not relieve the party from whom contribution may be sought from any other
obligation it may have otherwise than under this section. The right to
contribution provided in this section shall be in addition and not in derogation
of any other right to contribution which any Indemnifying Party may have by
statute or otherwise by law.

11. TERMINATION RIGHTS - In addition to any other remedies which may be
available to the Agent, the Agent shall be entitled, at its option, to terminate
and cancel, without any liability on its part, all of its obligations under this
Agreement and the obligations of any person whom the Agent has solicited to
purchase the Shares who has executed a Subscription Agreement, by notice in
writing to that effect delivered to the Corporation prior to the Time of Closing
if:

        (a)     the Agent is not satisfied in its sole discretion with the
                results of all or any portion of its due diligence review and
                investigations of the Corporation or the subsidiaries;

        (b)     there is in the sole opinion of the Agent a material change or
                change in material fact or new material fact or an undisclosed
                material fact or material change which might be expected to have
                an adverse effect on the business, affairs, profitability or
                prospects of the Corporation on a consolidated basis or on the
                market price or value of the Common Shares, Shares or other
                securities of the Corporation;


<PAGE>   20
                                      -20-


        (c)     there should develop, occur or come into effect any occurrence
                of national or international consequence, or any action, law or
                regulation, inquiry, or other occurrence of any nature
                whatsoever which, in the sole opinion of the Agent, seriously
                affects, or may seriously affect, the financial markets or the
                business of the Corporation, its subsidiaries and affiliates,
                taken together or the market price or value of the Common
                Shares, Shares or other securities of the Corporation;

        (d)     the state of the financial markets is such that in the sole
                opinion of the Agent it would be unprofitable to offer or
                continue to offer the Shares for sale;

        (e)     there is a new inquiry, action, suit, proceeding or
                investigation (whether formal or informal instituted or
                announced or threatened) in relation to the Corporation, any one
                of the subsidiaries or any one of the Corporation's directors,
                officers or principal shareholders;

        (f)     any order to cease trading in the securities of the Corporation
                is made, threatened or announced by a competent securities
                regulatory authority; or

        (g)     the Corporation is in material breach of a term, condition, or
                covenant of this Agreement or any representation or warranty
                given by the Corporation in this Agreement is or becomes
                materially false.

        If the Agent terminates this Agreement pursuant to this section there
shall be no further liability on the part of the Agent or of the Corporation to
the Agent except in respect of any obligation which may have arisen or may
thereafter arise under sections 9 or 10 hereof.

        The right of the Agent to terminate its obligations under this Agreement
is in addition to such other remedies as it may have in respect of any default,
act or failure to act of the Corporation in respect of any of the matters
contemplated by this Agreement.

12. BREACH OF AGREEMENT - All terms and conditions of this Agreement to be
performed or satisfied by the Corporation shall be constituted as conditions and
any breach of, or failure by the Corporation to comply with, any term or
condition of this Agreement shall entitle the Agent, on behalf of the
Purchasers, to terminate their respective obligations to purchase the Shares by
notice to that effect given to the Corporation prior to the Time of Closing. In
the event of any such termination, there shall be no further liability on the
part of the Corporation or the Agent. The Agent may waive, in whole or in part,
or extend the time for compliance with, any terms and conditions without
prejudice to its rights in respect of any other terms and conditions or any
other or subsequent breach or non-compliance provided, however, that any waiver
or extension must be in writing and signed by the Agent in order to be binding
upon it.

13. NOTICES - Any notice under this Agreement shall be given in writing and
either delivered or telecopied to the party to receive such notice at the
address or telecopy numbers indicated below:

<PAGE>   21
                                      -21-


to the Corporation or any indemnified party:

               Cyberoad.com Corporation
               Officentro Sabana Sur
               Building 7, Fifth Floor
               San Jose, Costa Rica

               Attention:  Mr. John Coffey, President
               Fax:        (506) 231-7733

with a copy to:

               Julie M. Kaufer, Esq.
               Troop Steuber Pasich Reddick & Tobey
               2029 Century Park East
               24th Floor
               Los Angeles, California
               90067-3010

               Attention:   Julie M. Kaufer
               Fax:         (310) 728-2313

to the Agent or any Indemnified Party:

               Thomson Kernaghan & Co. Limited
               365 Bay Street, Suite 1000
               Toronto, Ontario
               M5H 2V2

               Attention: Gregg Badger
               Fax:       (416) 860-6352

with a copy to:

               Beach, Hepburn
               Suite 1000, 36 Toronto Street
               Toronto, Ontario
               M5C 2C5

               Attention: Jay Goldman
               Fax:       (416) 350-3510


<PAGE>   22
                                      -22-


or such other address or telecopy number as such party my hereafter designate by
notice in writing to the other party. If a notice is delivered, it shall be
effective from the date of delivery; and if such notice is telecopied (with
receipt confirmed), it shall be effective on the Business Day following the date
such notice is telecopied.

14. SURVIVAL - All representations, warranties, and agreements of the parties
contained herein or contained in any document submitted pursuant to this
Agreement or in connection with the purchase of the Closing Shares shall survive
the purchase of the Closing Shares by the Purchasers, the exercise of the
Offering Option and subsequent disposition of the Option Shares by the
Purchasers and shall continue in full force and effect unaffected by any
subsequent disposition of the Subject Securities, for a period of two years from
the Closing, and the Agent shall not be limited or prejudiced by any
investigation made by or on behalf of the Agent in the course of the
distribution of the Shares except for those matters in respect of which the
Agent had knowledge prior to proceeding with the Closing of the Offering.

15. ENTIRE AGREEMENT - The provisions herein contained constitute the entire
agreement between the parties hereto and supersede all previous communications,
representations, understandings and agreements between the parties with respect
to the subject matter hereof, whether verbal or written, including without
limitation the letter agreement between the Corporation and the Agent dated and
accepted by the Corporation on June 18, 1999.

16. COUNTERPARTS - This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which when taken together
shall be deemed to be one and the same document, and notwithstanding their
actual date of execution shall be deemed to be dated as of the date first above
written.

17. GENERAL - The Agreement shall be governed by and interpreted in accordance
with the laws of Florida and the federal laws of the United States applicable
therein and time shall be of the essence hereof.


<PAGE>   23
                                      -23-


18. CURRENCY - Unless otherwise indicated, all dollar amounts referred to in
this Agreement are in lawful money of the United States.

        If the above is in accordance with your understanding, please sign and
return to the Agent a copy of this letter, whereupon this letter and your
acceptance shall constitute a binding agreement between the Corporation and the
Agent.


                                            THOMSON KERNAGHAN & CO. LIMITED


                                            Per: /s/ GREGG BADGER
                                                ------------------------------

        The above offer is hereby accepted and agreed to as of the date first
above written.



                                            CYBEROAD.COM CORPORATION

                                            Per: /s/ JOHN COFFEY
                                                ------------------------------



<PAGE>   24

                                   SCHEDULE A


                              [CYBEROAD.COM LOGO]


                             FOR IMMEDIATE RELEASE

                       CYBEROAD.COM COMPLETES ACQUISITION
                    AGREES TO $US7 MILLION PRIVATE PLACEMENT

Dublin, Ireland -- April 29, 1999 -- cyberoad.com Ltd., a corporation organized
under the laws of Ireland, announced today the completion of a share exchange
agreement with LAL Ventures Corp. (OTC BB: LALV) and a $US2,000,000 financing
by way of private placement. Under the terms of the share exchange, LAL
Ventures will acquire all of the stock of cyberoad.com Ltd. in exchange for
restricted common stock of LAL Ventures. LAL Ventures plans to change its name
to cyberoad.com Corporation. By this transaction, cyberoad.com Corporation
becomes the parent corporation of cyberoad.com Ltd. The common stock of LAL
Ventures will trade under the symbol "LALV" until such time as a new symbol is
assigned.

cyberoad.com also announced the signing of an agreement with investment
bankers, Thomson Kernaghan & Company Ltd., to complete a financing on a best
efforts basis of a private placement of up to 2,000,000 shares of its common
stock at a price of $US3.50 per share. The closing of this financing is subject
to definitive documentation and satisfactory due diligence.

cyberoad.com is a leading Internet company that develops and manages
distributed wide area network gaming (Sportbook and Casino) systems.

For more information about cyberoad.com please contact:

H. Graham Christie V.P.
Website: cyberoad.com
e-mail:ir@cyberoad.com
Phone: 1-888-263-0000

Except for the historical information contained herein, matters discussed in
this news release may be considered forward looking statements that involve
risks and uncertainties, including those related to customer acceptance of new
products and services, impact of competition, the risk of delay in product
development and release dates, risks of product returns, investments in new
business opportunities and the other risks detailed from time to time in the
Company's SEC reports, including without limitation its quarterly reports on
Form 10-Q and its annual report on Form 10-K. The actual results the Company
achieves may differ materially from any forward-looking statements due to such
risks and uncertainties.

<PAGE>   25
                                      A-2



                              [CYBEROAD.COM LOGO]


                             FOR IMMEDIATE RELEASE


                            CYBEROAD.COM CORPORATION
                        CHANGES TRADING SYMBOL TO "FUNN"


Dublin, Ireland -- May 10, 1999 -- cyberoad.com Corporation, formerly LAL
Ventures Corp. (OTC BB: LALV) announced today that it has received regulatory
approval for its name change and has been assigned the new OTC BB trading
symbol: FUNN.

cyberoad.com Corporation is a pioneering Internet company that develops,
markets and manages distributed wide area network gaming systems (sportsbooks
and casinos). cyberoad.com Corporation also provides ongoing management and
technical support services for its gaming-industry clients.

The FUNN trading symbol emphasizes the Company's commitment to the unlimited
market for online interactive entertainment software.




For more information about cyberoad.com please contact:

H. Graham Christie V.P.
Website: cyberoad.com
e-mail: ir@cyberoad.com
Phone: 1-888-263-0000



Except for the historical information contained herein, matters discussed in
this news release may be considered forward looking statements that involve
risks and uncertainties, including those related to customer acceptance of new
products and services, impact of competition, the risk of delay in product
development and release dates, risks of product returns, investments in new
business opportunities and the other risks detailed from time to time in the
Company's SEC reports, including without limitation its quarterly reports on
Form 10-Q and its annual report on Form 10-K. The actual results the Company
achieves may differ materially from any forward-looking statements due to such
risks and uncertainties.
<PAGE>   26
                                      A-3


                   CYBEROAD.COM BETS ON VERSANT FOR DATABASE
                                  PERFORMANCE
         VERSANT OBJECT DATABASE DRIVES WEB-BASED SPORTS BETTING SYSTEM

FREMONT, California, May 25, 1999 -- Versant Corporation (NASDAQ: VSNT), a
leader in enterprise component management an distributed object systems,
announced today that Irish technology development company cyberoad.com (OTC:BB
FUNN) will release this summer Version 2 of CR Netbook, a web-based sports
betting system that uses the Versant Object Database Management System (ODBMS).

Some of the most prominent online gaming sites, which includes The Big Book &
Casino (http://thebigbook.com), Grand Prix Sportsbook
(http://grandprixsports.com) and Mayan Sportsbook (http://mayansports.com),
will be upgrading to version 2 of the Versant-based CR Netbook software when it
becomes available this summer, Version 2 of the product is expected to be the
most advanced, scalable sports betting system on the market.

"Using Versant, rather than a relational database, allows us to focus more on
the business object model, and avoid the compromises we would have to make if
we were to optimize the program for relational storage," said Carl Schmidt, CIO
of Cyberoad.com. "This directly translates into faster development times, and
ultimately a faster product."

Versant's distributed object-based technology was the obvious choice for the
Irish developer. Because Cyberoad.com is experiencing very rapid growth, the
company needed a high degree of scalability, easy development, and strong
support. Versant fit the bill in each case. "The distributed database
requirements for an application of this nature are very steep, but Versant was
able to meet every one of them," said Nick Ordon, President and CEO of Versant.
"The wagering sites that are using CR Netbook are growing rapidly and need a
robust database with a distributed architecture behind their operations.
Versant's ODBMS is uniquely capable of powering these complex, distributed
systems."

The online wagering sites, which depend on CR Netbook to provide the brains
behind the betting, have to be fast, user-friendly and highly secure. Using The
Big Book and other Netbook-powered sits, users can confidently place bets
online in real time. On the back end, Versant enables a quick response time for
end users, keeps rigorous track of each and every transaction across multiple
locations, and makes sure the electronic money floating through each site is
safe and secure.

"Versant's support for distribution and replication is excellent," added
Schmidt. "As the sportsbook operators that use our system start to address the
global market, they'll invariably need to deploy multiple points of presence to
meet demand and provide strong response times to end users. Using Versant, this
distribution will be virtually transparent to our application."

This press release contains forward-looking information within the ???? of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, and is subject to the safe harbor created by these
sections. These forward-looking statements include those related in the
availability and ???? of the Versant-based CR Netbook. Versant ???? no
obligation to update the information contained in this press release.

Further Information Contact:
Michelle Fridman
Versant Corporation
510-789-1500
mfridman@versant.com

Greg Taylor
Cyberoad.com
press@cyberoad.com
<PAGE>   27
                                    A-4                          [CYBEROAD LOGO]


                              CYBEROAD.COM(TM) IS
                            CALLING ALL 'WISE GUYS'
           cyberoad.com(tm) creates a smarter, faster WiseGuy Contest

Dublin, Ireland, September 24, 1999 - cyberoad.com Corporation (OTC BB:PUNN), a
leading internet technology company today launched a faster, more user-friendly
version of the WiseGuy Contest available at www.thesportsmachine.com, the
original free gaming contest website.

The most exciting new feature of the new, free WiseGuy Contest allows
participants to select their bet choices and place them into a "shopping cart"
called the Bet Builder. Players are then able to quickly place bets from this
shopping cart. As well, unlike most any other gaming environment, WiseGuy
Contest participants can now place three new, dynamic bet types parlaying and
teasing across multiple sports, as well as buying points on a spread within a
parlay. In addition, the new "Open Bets" section offers contestants an
instantly updated game status report on all their open bets as the event is
completed and graded, allowing players to check the "real time" status of all
bets.

"cyberoad.com has improved the technology that operates the free WiseGuy Contest
based on feedback from players," said Graham Christie, vice president for
cyberoad.com. "The WiseGuy Contest's new technology is part of our ongoing
mission to provide the most user-friendly, seamless and exciting gaming
environment for players of all sites powered by cyberoad.com".

The WiseGuy Contest is the premier free online sports betting contest. Players
test their wagering abilities with $10,000 of "playdough" provided each month,
where they can place bets on point spreads, buy points, moneylines, game totals,
parlays and teasers.

In addition, the WiseGuy Contest includes a comprehensive Betting Guide where
novice players can learn the inside strategies and get insight before ever
placing a bet.

The WiseGuy Contest is one of four gaming and sportsbook sites powered by
cyberoad.com technology. Other game websites that operate with the cyberoad.com
software include www.thebigbook.com, www.mayansports.com and
www.grandprixsports.com.

cyberoad.com is a pioneer among Internet companies, sp?? the global gaming
industry; providing superior software and network systems development, network
management and ongoing technical support services for its gaming industry
clients.
<PAGE>   28

                                   SCHEDULE B

                                 CLOSING AGENDA

                            CYBEROAD.COM CORPORATION

             Issue of up to 1,000,000 Shares at U.S. $3.50 per Share
                   for Gross Proceeds of up to U.S. $3,500,000



CLOSING DATE: Thursday, November 11, 1999

TIME:         11:00 a.m. (Toronto time)

PLACE:        36 Toronto Street, Suite 1000, Toronto, Ontario M5C 2C5

DEFINED TERMS

"Agency Agreement"       the agency agreement between the Company and the Agent
                         dated November 11, 1999, relating to the sale of
                         Closing Shares

"Agent"                  Thomson Kernaghan & Co. Limited

"BH"                     Beach, Hepburn, counsel to the Agent

"Company"                Cyberoad.com Corporation

"Compensation Option"    non-assignable compensation option entitling the Agent
                         to purchase up to 10% of the number of Closing Shares
                         issued at closing at a price of U.S. $3.50 per share at
                         any time on or before the date which is two years
                         following the closing date

"Compensation Option
Certificate"             certificate representing the Compensation Option

"Custodian"              Thomson Kernaghan & Co. Limited

"Offering Option"        option entitling the Agent to sell additional Shares at
                         a price of U.S. $3.50 per Option Share at any time on
                         or before the date which is 30 days following the
                         closing date

"Offering Option
 Compensation Option"    compensation option entitling the Agent to Purchase 10%
                         of the number of Option Shares issued at the Offering
                         Option closing at a price of U.S.


<PAGE>   29
                                      B-2


                        $3.50 per Share at any time on or before the date which
                        is two years following the closing

"Transfer Agent"        Interwest Transfer Co., Inc.

"TS"                    Troop Steuber Pasich Reddick & Tobey LLP, counsel to
                        the Company

All other capitalized words not otherwise defined herein shall have the meanings
ascribed to such words in the Agency Agreement.

STANDARD DELIVERY

        Unless otherwise noted, sufficient original copies of the document will
be prepared so that "Standard Delivery" may be made of each document; original
payments and certificates representing Shares will be delivered only to the
parties entitled thereto and photocopies of the same will be provided to all
other parties.

        Standard Delivery means delivery to the following parties and in the
following numbers:

<TABLE>
<S>                      <C>
        Company          1
        Agent            1
        TS               1
        BH               1
                         -

        Total            4
                         =
</TABLE>

TERMS OF CLOSING

All deliveries at the closing as well as all deliveries and payments called for
shall be held in escrow until all such deliveries and payments have been made.
Agreement by a representative of the Company, the Agent, TS and BH that all such
deliveries and payments have been completed, shall be conclusive evidence that
same have been completed.

REPRESENTATION

On behalf of the Company: Krista Wilson

On behalf of the Agent: Gregg Badger

On behalf of TS: Julie M. Kaufer

On behalf of BH: Jay Goldman

On behalf of the Custodian: Gregg Badger


<PAGE>   30
                                      B-3


I. DOCUMENTS TO BE DELIVERED AT CLOSING

<TABLE>
<CAPTION>
      ITEM      DOCUMENT                                    DELIVERED BY           DELIVERED TO
      ----      --------                                    ------------           ------------
      <S>       <C>                                         <C>                   <C>
      1.        Agency Agreement                            Agent                  Standard Delivery

      2.        Escrow Agreement                            Custodian              Standard Delivery
                                                                                   and Custodian

      3.        Subscription Agreements with                Agent                  Company (original)
                consents/waivers of Purchasers                                     Standard Delivery
                                                                                   (copies)

      4.        Secretary's Certificate attaching:          Company                Standard Delivery

                (a)  certified copies of articles and by-
                     laws of the Company

                (b)  certified consent resolution of the
                     directors of the Company: (i)
                     approving the Agency, Escrow
                     and Subscription Agreements;
                     (ii) allotting, and reserving for
                     issue shares issuable in
                     connection with the Offering, the
                     Offering Option, upon exercise
                     of the Compensation Option and
                     Offering Option Compensation
                     Option and under the Escrow
                     Agreement; (iii) approving the
                     appointment of the Transfer
                     Agent as the registrar and
                     transfer agent of the Company
                     and; (iv) certain other matters;
                     and

                (c)  bring down certificate from the
                     Agency Agreement

     5.         Certificate of incumbency of
                signatories of the Company

     6.         Certificate of Compliance/Good              Company                Agent (original)
                Standing for the Company and each of                               Standard Delivery
                the subsidiaries                                                   (copies)

     7.         Letters from local counsel of each of       Company                Standard Delivery
                the subsidiaries confirming registered
                shareholders thereof

     8.         Specimen certificate evidencing             Company                Standard Delivery
                Shares
</TABLE>

<PAGE>   31
                                      B-4


<TABLE>
<CAPTION>
     ITEM       DOCUMENT                                    DELIVERED BY           DELIVERED TO
     ----       --------                                    ------------           ------------
     <S>        <C>                                         <C>                   <C>

     9.         Certificate of Transfer Agent as to         Company                Standard Delivery
                issued and outstanding shares

     10.        eBanx [Isle of Man] Ltd. acquisition        Company                Standard Delivery
                agreement                                                          (copies)

     11.        Comfort letter re: Cyberoad [Ireland]       Company                Standard Delivery
                                                                                   (copies)

     12.        Direction of the Company to the             Company                Transfer Agent
                Transfer Agent with respect to                                     (original)
                registration particulars of the Shares to                          Standard Delivery
                be issued and delivered to the                                     (copies)
                Purchasers and Escrowed Shares to
                be issued and delivered to the
                Custodian

     13.        Letter of the Agent confirmed by the        Agent                  Standard Delivery
                Company confirming gross proceeds of
                $2,271,007; commission payable to the
                Agent of $181,680.56; expenses of
                $58,324.75; net proceeds payable to the
                Company of $1,303,901.49; directing the
                advance of $227,100.70 to the Custodian;
                and attaching applicable supporting
                documentation for the expenses set forth
                therein

     14.        Evidence of wire transfer or cheque         Agent                  Company (original)
                (including transfer identification number)                         Standard Delivery
                from the Agent to the Company in the                               (copies)
                amount of $1,303,901.49 representing the
                net proceeds of the Offering, payable to
                the Company

     15.        Compensation Option                         Company                Agent (original)
                                                                                   Standard Delivery
                                                                                   (copies)

     16.        Receipt of Agent for commission,            Agent                  Company (original)
                expenses and Compensation Option                                   Standard Delivery
                Certificate                                                        (copies)
</TABLE>

<PAGE>   32
                                      B-5


I. DOCUMENTS TO BE DELIVERED AT CLOSING (CONT'D.)

<TABLE>
     <S>        <C>                                         <C>                   <C>
     17.        Advance of the Agent to the Custodian in    Agent                  Custodian (original)
                the amount of $227,100.70, representing                            Standard Delivery
                the funds to be held in escrow by the                              (copies)
                Custodian pursuant to the Escrow
                Agreement

     18.        Receipt of the Custodian for the foregoing  Custodian              Company (original)
                 cheque                                                            Standard Delivery
                                                                                   (copies)

     19.        Opinion of TS together with supporting      Company                Standard Delivery
                officers' certificate in respect of opinion

     20.        Opinion of local Florida counsel            Company                Standard Delivery
</TABLE>

II.      MATTERS TO BE COMPLETED FOLLOWING THE CLOSING

<TABLE>
      <S>       <C>
      1.        Certificates representing an aggregate of 648,859 Shares
                registered in accordance with item 12 of the closing documents

      2.        Certificates representing an aggregate of 850,000 Escrowed
                Shares issued to the Agent on behalf of the Purchasers and
                delivered to the Custodian

      3.        Settlement of matters relating to Dal Brynelen

      4.        Company to issue Press Release

      5.        Exercise of Offering Option, if applicable

      6.        Closing of Exercise of Offering Option, if applicable

      7.        Filing of Form 45-501F1 (Ontario)

      8.        Prepare and file 1934 Act Form and 1933 Act Registration
                Statement

      9.        Release of Escrowed Funds and Escrowed Shares
</TABLE>