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                                                                   EXHIBIT 10.44

                       OPTION TO PURCHASE COMMON SHARES OF

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

                                   VOID AFTER
                                NOVEMBER 11, 2001

      THIS CERTIFIES that, for value received THOMSON KERNAGHAN & CO. LIMITED
(the "Holder"), is the registered holder of 64,886 compensation options (the
"Compensation Options") which entitle the holder, subject to the terms and
conditions set forth in this Compensation Option Certificate, to purchase from
Cyberoad.com Corporation (the "Company"), up to 64,886 shares (the "Shares") of
common stock, par value $0.0001 per share (the "Common Stock") of the
Corporation, as presently constituted, at any time until 5:00 p.m. (Los Angeles
time) on November 11, 2001 (the "Time of Expiry") on payment of US$3.50 per
Share (the "Exercise Price"). The number of Shares which the Holder is entitled
to acquire upon exercise of the Compensation Options and the Exercise Price are
subject to adjustment as hereinafter provided. This Compensation Option
Certificate is being issued pursuant to an agency agreement dated November 11,
1999 between the Company and the Holder (the "Agency Agreement"). Capitalized
terms used and not otherwise defined herein have the meanings given to such
terms in the Agency Agreement.

1.      Exercise of Compensation Options

        (a)     Election to Purchase. The rights evidenced by this certificate
may be exercised by the Holder in whole or in part and in accordance with the
provisions hereof by delivery of an Election to Purchase in substantially the
form attached hereto as Appendix "I", properly completed and executed, together
with payment of the Exercise Price for the number of Shares specified in the
Election to Purchase at the office of the Company at Cyberoad.com Corporation,
Attention: Mr. John Coffey, President, Officentro Sabana Sur, Building 7, Fifth
Floor, San Jose, Costa Rica, or such other address as may be notified in writing
by the Company (the "Company Office"). In the event that the rights evidenced by
this certificate are exercised in part, the Company shall, contemporaneously
with the issuance of the Shares issuable on the exercise of the Compensation
Options so exercised, issue to the Holder a Compensation Option Certificate on
identical terms in respect of that number of Shares in respect of which the
Holder has not exercised the rights evidenced by this certificate.

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

        (c)     Share Certificates. As promptly as practicable after the
Exercise Date, the Company shall issue and deliver to the Holder, registered in
such name or names as the Holder



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may direct or if no such direction has been given, in the name of the Holder, a
certificate or certificates for the number of Shares specified in the Election
to Purchase. To the extent permitted by law, such exercise shall be deemed to
have been effected as of the close of business on the Exercise Date, and at such
time the rights of the Holder with respect to the number of Compensation Options
which have been exercised as such shall cease, and the person or persons in
whose name or names any certificate or certificates for the Shares shall then be
issuable upon such exercise shall be deemed to have become the holder or holders
of record of the Shares represented thereby.

        (d)     Each certificate issued representing Shares issued upon exercise
                of the Compensation Options, unless such Shares are then
                registered for resale under an effective registration statement
                under the Securities Act of 1933, as amended (the "Act"), shall
                bear a legend in substantially the following form:

                "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
                REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
                (TOGETHER WITH THE REGULATIONS PROMULGATED THEREUNDER, THE
                "ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED,
                PLEDGED OR HYPOTHECATED WITHIN THE UNITED STATES (AS THAT TERM
                IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) OR TO A
                U.S. PERSON (AS THAT TERM IS DEFINED IN REGULATION S) IN THE
                ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE
                ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN
                EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. HEDGING
                TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED
                UNLESS IN COMPLIANCE WITH THE ACT."

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

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

                (i)     the number of shares of Common Stock subject to
                        unexercised Compensation Options shall be adjusted so
                        that the Holder of unexercised



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

                (ii)    the Exercise Price shall be adjusted to be the amount
                        determined by multiplying the Exercise Price in effect
                        immediately prior to the Event by the number of shares
                        of Common Stock subject to the unexercised Compensation
                        Options immediately prior to the Event, and dividing the
                        product thereof by the number of securities determined
                        in paragraph 1(f)(i) hereof.

        (g)     Subdivision or Consolidation of Shares of Common Stock

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

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

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



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

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

        (i)     Offering to Shareholders. In the event that, after the date
                hereof and prior to the Time of Expiry, the Company shall issue
                rights, options or warrants to all or substantially all the
                holders of the outstanding shares of Common Stock entitling
                them, for a period expiring not more than 45 days after the
                record date or date of entitlement established to receive
                rights, options or warrants (any such date being hereinafter
                referred to in this Subsection 1(i) as the "record date"), to
                subscribe for or purchase shares of Common Stock or securities
                convertible into or exchangeable for shares of Common Stock at a
                price per share or, as the case may be, having a conversion or
                exchange price per share, less than 95% of the Fair Market Value
                (as hereinafter defined) on such record date, the Exercise Price
                shall be adjusted immediately after the expiration of such
                rights, options or warrants so that it shall equal the price
                determined by multiplying the Exercise Price in effect on such
                record date by a fraction, of which the numerator shall be the
                total number of shares of Common Stock outstanding on such
                record date plus a number equal to the number arrived at by
                dividing the aggregate subscription or purchase price of the
                total number of additional shares of Common Stock issued upon
                the exercise of such rights, options or warrants or, as the case
                may be, the aggregate conversion or exchange price of the
                convertible or exchangeable securities so issued by such Fair
                Market Value, and of which the denominator shall be the total
                number of shares of Common Stock outstanding on such record date
                plus the total number of additional shares of Common Stock so
                issued upon the exercise of such rights, options or warrants (or
                into which the convertible or exchangeable securities so offered
                were converted or exchanged); shares of Common Stock owned by or
                held for the account of the Company or any subsidiary of the
                Company shall be deemed not to be outstanding for the purpose of
                any such computation; such adjustment shall be made successively
                whenever such a record date is fixed.



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

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

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

                (i)     the Company shall declare any dividend upon its shares
        of Common Stock payable in shares of Common Stock;

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

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

                (iv)    there shall be a voluntary or involuntary dissolution,
        liquidation or winding-up of the Company,

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



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                distribution or subscription rights, the date on which the
                holders of shares of Common Stock shall be entitled thereto, and
                such notice in accordance with the foregoing clause (B) shall
                also specify the date on which the holders of shares of Common
                Stock shall be entitled to exchange their shares of Common Stock
                for securities or other property deliverable upon such
                reorganization, reclassification, consolidation, merger,
                amalgamation, sale, dissolution, liquidation or winding-up, as
                the case may be.

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

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

        (o)     Fair Market Value. For the purposes of any computation
hereunder, the "Fair Market Value" of a security at any date shall be the
average closing sales price per share for the security for the 20 consecutive
trading days ending on the third trading day immediately before such date on any
stock exchange, quotation system or dealing network on which the shares of
Common Stock are listed or trade, or, if the security in respect of which a
determination of Fair Market Value is being made is not listed on any stock
exchange or does not trade on any quotation system or dealing network, the Fair
Market Value shall be determined by the directors, which determination shall be
conclusive. The average price shall be determined by dividing by 20 the sum of
the daily closing sale price per share on the said exchange or dealing network
during the said 20 consecutive trading days.

2. Replacement

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



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Certificate).

3. Expiry Date

       The Compensation Options shall expire and all rights to purchase Shares
hereunder shall cease and become null and void at 5:00 p.m. (Los Angeles time)
on November 11, 2001.

4. No Rights Prior to Exercise

       Subject to the terms and conditions hereof, prior to its exercise
pursuant to Section 1 above, this Compensation Option shall not entitle the
Holder to any voting or other rights as holder of shares of Common Stock.

5. Covenant

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

6. Successors

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

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

       DATED as of the 11th day of November, 1999.


                                            CYBEROAD.COM CORPORATION

                                            Per:



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                                  APPENDIX "I"

                              ELECTION TO EXERCISE

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

(a)     Number of Compensation Options to be Exercised:

(b)     Number of Shares to be Acquired:

(c)     Exercise Price per Share:                            $

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

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

         DATED this ________ day of______________, ____.



                                            Per:

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