INDEPENDENT CLIENT SERVICE AGREEMENT

This Agreement is made and entered into by and between International Development
Corp.,  534 Delaware Avenue, Buffalo, NY 14202, (hereinafter "Client") and Louis
Shefsky  (hereinafter  "Contractor")  with  principal offices at 211 Kingsbridge
Circle,  Thronhill,  Ontario,  L4J  8N9,  telephone  number  905-709-4117

Whereas,  Contractor declares it is engaged in, an independent business, and has
complied  with  all  federal,  state  and local laws regarding business permits,
insurances  and  licenses  of  any  kind  that  maybe required to carry out said
business  and  the  tasks  to be performed under this Agreement. Contractor also
declares  that  it  has  and  does  provide similar product or services to other
Clients  in  addition  to  contract  services  provided  to  Client.

Whereas,  Contractor  operates  a  legitimate  business  and  desires to provide
services  for  Client  as  set  forth  herein.

THEREFORE,  IN  CONSIDERATION OF THE FOREGOING REPRESENTATIONS AND THE FOLLOWING
TERMS  AND  CONDITIONS,  THE  PARTIES  AGREE:


     1.  SERVICES  TO  BE  PERFORMED.  Client  engages Contractor and Contractor
agrees  to  assist  the Company to identify and research potential acquisitions.
The duration of these services is to be from Jan 4, 2005 to August 4, 2005

     2.  TERMS  OF  PAYMENT. Client shall pay Contractor for the above described
services, as the same are reasonably and acceptably provided. Payments are to be
made,  costs and fees to be reimbursed and prices to be charged as follows until
otherwise  agreed  in writing: a. Client will pay Contractor $5000.00 in cash or
free trading client common stock per month. The payment terms shall expire on or
about  August  4,  2005.

     3.  EXPENSE  REIMBURSEMENT.  Client  shall  reimburse  Contractor  and make
payment  for  requested  or  necessary  pre-approved  travel  and  expenses from
Contractor's home base. Any such charges or requests for reimbursement for these
agreed  charges shall be invoiced and may be paid separately by Client either to
Contractor  or  to  the  independent supplier for which reimbursement is sought.

     4.  CONTROL.  Contractor retains the sole and exclusive right to control or
direct  the  manner  or  means  by  which  the  work  described  herein is to be
performed.  Client  retains only the right to control the end product or quality
of service delivered to insure its conformity with Client specifications and the
provisions  herein.

     5.  PAYROLL  OR  EMPLOYMENT  TAXES.  No  payroll, income tax withholding or
employment taxes of any kind shall be withheld or paid by Client with respect to
payments to Contractor. The taxes that are the subject of this paragraph include
but  are


<PAGE>
not  limited  to  FICA, FUTA, federal personal income tax, state personal income
tax,  state  disability  insurance  tax,  and  state unemployment insurance tax.
Contractor  represents  and covenants that it has and will file and pay all such
payroll,  self  employment,  employment,  worker's compensation, withholding and
other  taxes  and  reports  as  the same might be legally due and payable to all
applicable  state and federal authorities. The Contractor will not be treated as
an employee for state or federal tax purposes. Contractor hereby indemnifies and
holds harmless Client from any and all duty or obligation whatsoever relating to
the  payment  or  filing  for  any  and  all such taxes, penalties and interest.
Contractor  represents  that  its  federal  employer  identification  number  is
434-347-9  0.

     6. WORKERS COMPENSATION. No workers compensation insurance has been or will
be  obtained  by  Client  on  account  of  Contractor or Contractor's employees.
Contractor  shall  register and comply with all applicable workers' compensation
laws  in  all  applicable  states and Contractor releases and indemnifies Client
from all liability as to working conditions and the safety or possible injury of
Contractor  and  its  employees.

     7.  TERMINATION.  This  Agreement  covers  and  relates  to  services to be
provided  for  approximately the next six months from the effective signing date
hereof.  It may be renewed on a monthly basis with the agreement of the parties.

     8.  The parties agree that a facsimile signature shall have the same effect
as  an  actual  signature.

Agreed  to  be  effective  this  4th day of January 2005 at the City of Toronto,
Ontario,  Canada.

International Development Corp.                      CONTRACTOR



Signature:                                           Signature:


/s/ Betty Harland                                    /s/ Lou Shefsky

Betty Harland                                        Lou Shefsky
Chairman & CEO                                       Contractor


<PAGE>