Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 74 401K
Issuer
2: EX-3.1 Articles of Incorporation 7 25K
3: EX-3.2 By-Laws 16 70K
9: EX-10.12 Assignment Agreement Dated as of July 15, 1999 2± 14K
10: EX-10.13 Amend.To Assignment Agreement Dtd October 18, 1999 1 13K
11: EX-10.14 Assignment Agreement and License 5 20K
12: EX-10.15 Amendment to Assignment Agreement and License 2 14K
13: EX-10.16 Revised Amendment to the Assignment Agreement 1 13K
14: EX-10.17 Non-Exclusive License Agreement 20 55K
15: EX-10.18 Amendment to the Non-Exclusive License Agreement 1 13K
16: EX-10.22 Website Marketing Agreement 9 32K
17: EX-10.23 Amendment to the Website Marketing Agreement 1 13K
18: EX-10.24 Software Support Agreement 8 30K
19: EX-10.25 Amendment to the Software Support Agreement 1 13K
20: EX-10.26 Sale of Rights Agreement Dated May 1, 1999 3 16K
21: EX-10.27 Sale of Rights Dated July 8, 1999 1 13K
22: EX-10.28 Transfer Agreement Dated May 20, 1999 1 12K
23: EX-10.29 Services Agreement Dated April 19, 1999 7 27K
4: EX-10.3 Assignment Agreement 2 16K
24: EX-10.30 Amend. to Services Agreement Dtd October 18, 1999 1 13K
25: EX-10.31 Services Agreement Dated as of December 31, 1999 5 20K
26: EX-10.32 Employment Agreement Dated October 6, 1999 2 15K
27: EX-10.33 Employment Agreement Dated as of October 12, 1999 2 15K
28: EX-10.34 Employment Agreement Dated September 23, 1999 2 15K
29: EX-10.35 Consulting Agreement Dated November 15, 1999 5 30K
30: EX-10.36 Engagement Letter Dated October 25, 1999 2 17K
31: EX-10.37 Revolving Line of Credit Agreement 4 22K
32: EX-10.38 Cyberoad.Com Corporation Stock Award Plan 7 37K
33: EX-10.39 Form of Non-Statutory Stock Option Agreement 10 44K
5: EX-10.4 Amendment to the Assignment Agreement 1 13K
34: EX-10.40 Shares for Debt Settlement Agreement 3 16K
35: EX-10.41 Assignment Dated February 11, 2000 5 18K
36: EX-10.42 Letter of Employment Dated February 7, 2000 2 17K
37: EX-10.43 Agency Agreement Dated November 11, 1999 32 125K
38: EX-10.44 Option to Purchase Common Shares of Cyberoad.Com 8 39K
39: EX-10.46 Option to Purchase Common Shares of Cyberoad.Com 7 36K
40: EX-10.48 Agreement for the Exchange of Common Stock 7 32K
41: EX-10.49 Amendment to Agreement/Exchange of Common Stock 2 15K
6: EX-10.6 Assignment Agreement 2 15K
7: EX-10.7 Amendment to the Assignment Agreement 1 13K
8: EX-10.8 Termination to Amended Assignment Agreement 1 13K
42: EX-21.1 Subsidiaries of the Registrant 1 11K
43: EX-23.1 Consent of Accountants 1 14K
44: EX-27.1 Financial Data Schedule 1 15K
EX-10.49 — Amendment to Agreement/Exchange of Common Stock
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EXHIBIT 10.49
AMENDMENT TO AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
This is an Amendment to the Agreement for the Exchange of Common Stock
entered into among LAL Ventures Corp. now known as Cyberoad.Com Corporation, a
Florida corporation (the "Issuer"), Eric P. Littman and Cyberoad.com Limited, a
company organized under the laws of Ireland (the "Irish Company"). The
Agreement for the Exchange of Common Stock is referred to as the "Agreement"
and this Amendment thereto is called the "Amendment".
RECITALS
Pursuant to the terms of the Agreement, Issuer agreed to issue 8,710,410
shares of its common stock, the only class of securities which the Issuer had
outstanding, to the Irish Company in exchange for 100% of the issued and
outstanding shares of the Irish Company. That provision of the Agreement is not
correct in that it was intended by the parties that the Issuer would issue
8,659,650 shares of its common stock in exchange for 100% of the issued and
outstanding shares of Cyberoad.com (Isle of Man) Limited, a corporation
organized under the laws of the Isle of Man (the "Manx Company"). The Agreement
also provided for the delivery at closing of certificates representing 100% of
the issued and outstanding stock of the Irish Company, which in fact did not
occur since such stock always has been owned by the shareholders of the Irish
Company who were not parties to the Agreement. 8,659,650 shares of the common
stock of the Issuer in fact were issued to the Irish Company which became the
record owner of those shares.
The parties now wish to correct the errors contained in the Agreement.
In consideration of the mutual promises herein contained and for other
good and valuable consideration, the parties agree as set forth below.
1. Upon execution of this Amendment by the parties, the Irish Company
shall cause to be issued and delivered to the Issuer certificates representing
100% of the issued and outstanding shares of the Manx Company, duly registered
in the name of the Issuer.
2. Except as expressly amended by this Amendment, the terms of the
Agreement shall remain in full force and effect. If there is any conflict
between the terms of the Agreement and this Amendment, this Amendment shall
control.
3. The Issuer and the Irish Company represent and warrant to each other
that the entry into this Amendment and the actions to be taken by each of them
pursuant to this Amendment have been duly authorized.
4. This Amendment may be executed in several counterparts each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
Executed as of the 28th of October, 1999.
CYBEROAD.COM CORPORATION f/k/a CYBEROAD.COM LIMITED,
LAL VENTURES CORP. a company organized under
the law of Ireland
By: /s/ JOHN COFFEY By: /s/ JOHN COFFEY
-------------------------- ---------------------
John Coffey, President President
/s/ ERIC P. LITTMAN
--------------------------
Eric P. Littman
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