Exhbit 10.3

                           EMERGING DELTA CORPORATION

                           4424 Gaines Ranch Loop #415
                               Austin, Texas 78735

                             Tuesday, March 09, 2004


EZklick
Attn: Merle Coe, President


Re:      Collaboration regarding Independent Wholesale Distribution Centers

Dear Merle:

EZklick and Emerging Delta Corporation ("Delta") have agreed in principle to the
plan described in Exhibit A (the "Term Sheet").

In consideration of our mutual  promises,  agreeing to be bound in contract,  we
agree as follows:

1.   We agree to the terms and conditions of the Term Sheet.

2.   Neither EZklick nor any affiliate of EZklick will,  directly or indirectly,
     contact,  accept funds from, or otherwise benefit from funding provided by,
     any entity or person with whom Delta or any  officer,  director or agent of
     Delta has  communicated  or shall in the future  communicate  regarding the
     funding of EZklick or of any proposed  acquisitions  of IWDCs, as described
     in the Term Sheet. EZK will give Delta full,  first-priority  assistance in
     connection therewith.

3.   All analyses, presentations and other documents and informational materials
     prepared by Delta or pursuant to Delta's direction ("Delta Materials") will
     be deemed the personal property of Delta.

4.   Unless  authorized by Delta,  neither  EZklick nor any affiliate of EZklick
     will  disclose to any person who is not an officer,  director,  employee or
     advisor of EZklick any of the Delta Materials,  nor will EZklick use any of
     the Delta Materials except in furtherance of the plan described in the Term
     Sheet.

It is  understood  that the parties  intend for legal counsel to prepare for the
parties suitable documents that will more perfectly express their intentions for
business legal  purposes.  If and when such documents are signed by the parties,
they will supercede this letter agreement.



<PAGE>


If this letter accurately describes our agreement, please sign a copy and return
that signed copy to me.


                                                 Very truly yours,



                                                 Emerging Delta Corporation
                                                 By Allen F. Campbell, President




ACCEPTED AND AGREED:


EZklick


By_______________________________________
         Merle Coe, President














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                                    EXHIBIT A

                                   TERM SHEET

Emerging Delta Corporation  ("Delta") and EZklick ("EZK") have agreed to proceed
with the plan set forth herein (the "Plan").

1)   The  objective  of the  Plan is to  acquire  100%  ownership  (or at  least
     majority ownership) of independent grocery wholesale  distribution  centers
     ("IWDCs"  also known as Cash and  Carry's) at low private PE  multiples,(1)
     improve  their  profitability,  and  realize  value  at a  high  public  PE
     multiple.

2)   The spirit of the  collaboration  is that EZK and Delta will be  "combining
     forces" and that EZK will redirect and reorganize its  independent  grocery
     strategy (its only strategy) with and through Delta, as described below.(2)
     In general, EZK will be contributing its proprietary systems, its knowledge
     of the independent  grocery industry,  and a management team that can bring
     operational and merchandising  improvements to the acquired IWDCs. In other
     words,  the  EZK  team  will be  responsible  for the  organic  growth  and
     operational  success of the acquired IWDCs (or any newly established IWDC).
     Delta will be  contributing  a team that has legal and  investment  banking
     experience,  including  experience  in  acquiring  businesses  to implement
     industry consolidation  strategy.(3) In other words, the Delta team will be
     responsible for the acquisition and financing of the IWDCs.  The Delta team
     will also be responsible for (a) initiating and directing arrangements with
     market makers and broker-dealers, (b) investor relations, and (c) all legal
     matters, including SEC compliance.

3)   Business Combination:

     a)   Delta  and EZK will  combine  in such a way that i) Delta and EZK will
          merge, or ii) EZK's  shareholders will have exchanged their EZK shares
          for Delta  shares.  In either case Delta will become the 100% owner of
          EZK.  Thus,  from the  viewpoint of the  shareholders,  the  financial
          success of the collaboration  will be based on Delta's publicly traded
          shares and will be measured  primarily by the stock market performance
          of Delta's shares.

     b)   As used herein,

          i)   "Qualifying Acquisition" will mean

               (1)  a purchase of an IWDC, or

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(1)  EZK  has  advised   Delta  that  Delta  and  EZK  can  plan  this  industry
consolidation buying IWDCs at multiples not exceeding 4.5x.
(2) Although the parties are committing to the specific  course of action stated
herein,  they agree to consider and discuss  alternative  means of accomplishing
the general objective stated herein if more tax-efficient means are identified.
(3) In  addition,  Delta  is  contributing  its  status  as a  public  reporting
corporation.

<PAGE>

               (2)  a structured  transaction in which Delta acquires  direct or
                    indirect majority voting control of an IWDC,(4) or

               (3)  a structured transaction in which Delta provides or arranges
                    for the funding of the acquisition of an IWDC in which Delta
                    may initially have less than voting control but will (or can
                    at its option)  acquire direct or indirect voting control of
                    the entity owning the IWDC,(5) or

               (4)  any  other  form  of  transaction   which  is   economically
                    equivalent to the foregoing three items;(6)

          ii)  "Adequate  Magnitude"  shall mean the  condition  in which  Delta
               shall have effected Qualifying Acquisitions of companies which in
               the aggregate shall have reported gross revenues of at least $100
               million in its (their) latest fiscal years;

          iii) "Trigger  Event"  shall mean that point in time when Delta  shall
               have closed the last acquisition whereby Delta shall have reached
               Adequate Magnitude;

          iv)  "Requisite  Funding"  shall  mean  funding  (including  necessary
               working   capital)   required   for   Delta  to  reach   Adequate
               Magnitude;(7)

          v)   "Qualified  Investors"  shall  mean  investors  (a) who  have the
               financial  means  to  invest  in  Delta  and (b) who are  legally
               acceptable  as sources of funding under  applicable  law (such as
               persons  who are  permitted  to  invest  in  companies  under the
               private placement rules of US securities laws).(8)

     c)   The business  combination of Delta and EZK (the D-EZK  Combination)(9)
          will be  conditional  on and  immediately  after the occurrence of the
          Trigger Event.

          i)   Alternatively,  Delta  will have the  option to choose to require
               the D-EZK  Combination to occur if and when Delta receives one or
               more firm financing commitments from Qualified Investors which in
               the aggregate will provide Requisite Funding.

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(4) Example:  Delta organizes a special purpose entity ("SPE"), in the form of a
limited partnership or limited liability company, of which Delta or a subsidiary
of Delta has more than 50% of the  voting  control of the  general  or  managing
partner, and the SPE acquires majority ownership or control of an IWDC.
(5) For example:  similarly to a transaction  presently being negotiated by EZK,
Delta may arrange for a third party to acquire an IWDC  pursuant to an agreement
whereby i) one or more third parties  provides  acquisition  and working capital
funding,  ii) the funding is  structured  as a loan or other  senior  obligation
which  provides  for the funding  source to be paid  interest  and  repayment of
principal,  with the obligation  secured by the assets and business of the IWDC,
and iii) Delta has the right to acquire at least 51% of the common equity of the
entity that owns the IWDC.
(6) In all cases, it is contemplated that the owners of the IWDCs will be bought
out and will not retain any ownership in the acquired IWDCs.
(7) The form of the  financing(s)  will be at the  discretion of Delta,  and may
include for example  common or  preferred  shares of Delta,  third-party  loans,
purchase-money debt, or obligations issued by SPEs. The parties generally prefer
that the financing maximize the use of debt or preferred stock or any other form
of  financing  that will  minimize  the  number of Delta  shares to be issued in
connection with any such funding.
(8)  "Qualified  lnvestors"  includes  sellers of IWDCs to the extent  that they
accept  purchase  money debt  obligations  in partial or full  payment for their
IWDCs.
(9) The partiers hope and intend that the D-EZK  Combination  will occur as soon
as is reasonably feasible.

<PAGE>

          ii)  EZK's  shareholders  will  receive  45% of the  number  of common
               shares of Delta (less any shares allocated to Balanced  Financial
               as provided for below) that will be issued and  outstanding as of
               the closing of the D-EZK Combination.

4)   Delta  may  adopt a new  name  at  this  time  suggestive  of its new  IWDC
     strategy.

5)   Delta after the D-EZK  Combination is  hereinafter  referred to as DZK. DZK
     may or may not be renamed EZklick.

6)   EZK has informed  Delta that the  following  individuals  have stated their
     willingness and intention to serve as officers or directors of DZK:

     a)   Merle Coe, as president and director of DZK;(10)

     b)   Tom Snyder,  as director of DZK (and  candidate  to be chairman of the
          DZK board of directors);(11)

     c)   Duane Wolter,  as CFO and director of DZK (and  candidate to be CEO of
          Delta);

     d)   Don Velhaber, as COO and director of DZK.

7)   EZK will cause the aforenamed  individuals to provide pre-merger assistance
     to Delta in connection with plan described herein.

8)   EZK will make Don Bosic available as an advisor to Delta in connection with
     its status and successful functioning as a public company.

9)   Delta will form an executive committee, and Allen Campbell will be chairman
     of the executive committee. EZK and Delta will form a steering committee to
     steer the business  combination  process  until the  merger/acquisition  is
     effected.  Upon  completion of the  merger/acquisition,  Delta's  executive
     committee  will continue in existence,  and Allen Campbell will continue as
     its chairman. At his option, Campbell will continue as a director of Delta,
     and will be general counsel of Delta.

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(10) Merle Coe will  resign  his  position  with  MicroNEX  forthwith.  Until he
becomes  President  of DZK,  Mr.  Coe is willing  to serve  part-time  as acting
President of Delta without compensation.  As President of DZK, he will receive a
salary of $150,000 per annum for the first two years,  and then he shall be paid
such higher salary as DZK shall agree to, which is based on the expectation that
DZK  will  have  the  financial  resources  to at that  time  to pay  Mr.  Coe a
substantially higher salary.

(11) Merle Coe will  arrange for Mr.  Snyder to meet soon with Mr.  Campbell and
with Delta's other directors and advisors to consider Mr.  Snyder's  election as
chairman of the board of  directors  of Delta or of DZK. Mr. Coe has stated that
Mr.  Snyder  is an ideal  candidate  for that  position  and that Mr.  Snyder is
willing to serve as chairman of the board of directors of DZK for two years at a
relatively  low salary,  after which he should be paid such higher salary as DZK
shall  agree  to,  which  is  based on the  expectation  that DZK will  have the
financial resources to at that time to pay him a substantially higher salary..

<PAGE>

10)  Delta will cause  Martin  Nielson to commit to join DZK as EVP and Director
     of  Business  Development,  in which  capacity  he will be in charge of the
     process of  acquiring  IWDCs and the related  financings.  Mr.  Nielson has
     experience in growing  companies by acquisitions  (and internal  growth) in
     related fields and  specifically in the UK IWDC area. He will join Delta at
     this time as EVP and director.  As needed and as approved by Delta, Nielson
     shall make his merger and acquisition firm available to assist, accelerate,
     and/or otherwise enhance the productivity of the acquisition  process,  and
     to facilitate the financing.

11)  The following Delta directors will remain as directors of DZK:

     a)   Jerry Jarrell (chairman of the audit committee);

     b)   Lawrence Cottingham (chairman of the compensation committee);

     c)   Dermot Butler.

12)  In order  to raise  the  Requisite  Funding,  EZK and  Delta  will  develop
     profiles of  acquisition  targets.(12)  EZK will propose IWDCs for Delta to
     acquire.(13) For general planning purposes,  the discussion below sees such
     acquisitions  as being of two kinds:  1) the  California  IWDC  opportunity
     which EZK has already presented to Delta and 2) IWDCs with revenues between
     $20 million and $40 million.  The baseline business plan will be predicated
     on acquiring $20 million to $40 million IWDCs, but the parties will attempt
     to make the  California  IWDC the first  acquisition  and  build  from that
     audited foundation of strength.

13)  MicxroNEX licenses:

     a)   To the extent  necessary,  MicroNEX and EZK will restructure the terms
          of their CRISP license  agreements to ensure that EZK has a permanent,
          exclusive,  royalty-free  world-wide license for CRISP with respect to
          all aspects of the independent grocery business,  including retail and
          wholesale.

     b)   MicroNEX  and EZK  will  grant to  Delta a  permanent,  non-exclusive,
          royalty-free  world-wide license for CRISP with respect to all aspects
          of the independent  grocery business,  including retail and wholesale,
          for Delta to use in all of its  acquired  IWDCs  and in retail  stores
          that are customers of such IWDCs.

-----------------------

(12) EZK is hereby requested to provide  substantiation for the proposition that
IWDCs in the $20 to $40 million  revenues size range can be acquired for no more
than 4.5x EBITDA.
(13) Delta intends to use extensive debt financing to the extent feasible.


<PAGE>

     c)   At the time of the D-EZK  Combination,  MicroNEX and EZK will grant to
          DZK a permanent, exclusive,  royalty-free world-wide license for CRISP
          with  respect to all  aspects  of the  independent  grocery  business,
          including  retail  and  wholesale.  DZK will own all  improvements  to
          and/or elements of CRISP that are specific to the independent  grocery
          field of  business.  MicroNEX  will  retain no  intellectual  or other
          property  that  specifically   pertains  to  the  independent  grocery
          field.(14)

14)  In the business  combination,  any  services  that EZK provides to Delta or
     Delta's retailer customers will be provided at no cost to Delta or at EZK's
     cost. If Coe becomes interim  President of Delta, he will remain  President
     of EZK, which will remain  responsible  for his  compensation,  so that his
     services  will be  provided to Delta at no cost to Delta.  When  requested,
     Duane Wolter will make his forensic accounting firm's services available to
     Delta at its cost for due diligence and related purposes.

15)  Recognizing  that  Delta is an  SEC-reporting  company,  EZK will  take all
     actions  necessary or appropriate and all actions  reasonably  requested by
     counsel  to  Delta in  connection  with the  D-EZK  Combination,  including
     providing three years audited financial statements.

16)  EZK acknowledges that Balanced Financial Corporation ("Balanced") has acted
     on behalf of EZK to arrange for funding and that  Balanced  introduced  the
     parties to one another. Balanced has expressed its desire to have an equity
     participation  in DEZ,  which  may be in the form of  common  stock,  stock
     options or other equity-linked  instrument.  Delta and EZK have agreed that
     each party shall bear one-half of such equity participation. Thus, one-half
     of any DEZ equity  participation  that shall be allocated to Balanced shall
     be included in the 45% of DEZ common equity which will issued to EZK or its
     shareholders  at the time of the  D-EZK  Combination.  EZK  will be  solely
     responsible  for any cash  compensation  which may be payable to  Balanced.
     Delta and EZK will  investigate  tax  considerations  to  minimize  any tax
     burden which Balanced might incur in connection with this matter.

17)  Cooperation between the parties:

     a)   The parties will avoid taking  actions that are  inconsistent  with or
          prejudicial to the success of the plan described herein.

     b)   EZK  will  cooperate  fully  with  Delta in  connection  with the plan
          described   herein,   and  without  limiting  the  generality  of  the
          foregoing,   EZK  agrees  that  it  will  inform  Delta  of  all  IWDC
          acquisition opportunities of which it is aware and also of all funding
          opportunities  regarding  same of which it is aware,  and will  assist
          Delta to do business with them if Delta so requests.

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(14) EZK advises that it and  MicroNEX can and will revise their  intercorporate
agreements to suit the Delta/EZK  arrangements.  It is understood  that MicroNEX
will  continue  to own,  develop and install  systems  for  chain-store  grocery
companies  and that EZK and EZK will not have rights to use MicroNEX  systems in
grocery store chains. (In this document,  the term "chain-store grocery company"
has the same  meaning,  primarily  supermarkets,  as it  customarily  has in the
grocery industry.  It is further  understood that the term "chain-store  grocery
company" does not include [a] neighborhood grocers,  individually or in a group,
or [b] any network or aggregate  ownership of neighborhood  grocers and/or IWDCs
by DZK.)


<PAGE>

     c)   The parties  acknowledge that (a) EZK is in negotiations  with a third
          party  to  form  a  company  to  acquire   not  more  than  two  IWDCs
          (hereinafter  the "Wallace  Program"),  and (b) the Wallace Program is
          expressly permitted under this agreement.(15)

     d)   As used herein,

          i)   "Ready Date" shall mean the date as of which all of the following
               conditions shall have occurred:(16)

               (1)  EZK shall have  provided to Delta  three  years  audited EZK
                    financial statements;

               (2)  Delta  and EZK shall  have  agreed  to a  document  called a
                    business  plan  explaining  the  business  and  arrangements
                    contemplated by Delta and EZK as described herein, including
                    detailed  financial  projections  which  document  shall  be
                    intended  for  use by  potential  investors  or  lenders  in
                    connection with this matter;

               (3)  EZK shall have proposed two IWDCS as acquisition  candidates
                    for Delta and the owners of the IWDCs  shall have  agreed to
                    such acquisitions and provided financial statements;

               (4)  Duane Wolter's accounting firm shall have delivered to Delta
                    financial   statements   regarding   said  two   acquisition
                    candidates,  which  statements  said firm  shall  advise are
                    reliable by Delta and outside  investors in connection  with
                    making their investment decisions.

          ii)  "Post-Ready  Period"  shall be a period of six  months  beginning
               with the Ready Date;

     e)   From  the  effective  date  hereof  EZK will  diligently  use its best
          efforts  to cause the  above-mentioned  Ready  Date  conditions  to be
          satisfied reasonably promptly.

     f)   The  parties  recognize  that  it  is  necessary  for  Delta  to  show
          prospective  investors  an  opportunity  that  will  not  "disappear",
          especially as the level of investor interest  increases.  Accordingly,
          EZK agrees to the following:

          i)   From the  effective  date hereof until the end of the  Post-Ready
               period,  except as  contemplated  by this  agreement,  each party
               will:

               (1)  refrain  from  doing  business  other  than in the  ordinary
                    course of business,  except for actions consistent with this
                    agreement;

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(15) EZK advises that its  arrangements  contemplate  that EZK will acquire 100%
ownership of said IWDC[s] when the  purchaser  shall have received the principal
amount of and an agreed  percentage  amount of  interest  on the amount of money
paid for said IWDC[s] (including working capital).  Thus, 100% ownership of said
IWDC[s] will then be included in the consolidated DEZ enterprise.
(16) The purpose of  establishing a Ready Date is to indicate that Delta has all
the facts,  figures and other  information  necessary in connection with raising
the Requisite Funding.

<PAGE>

               (2)  inform the other party  regarding new  developments  and all
                    other material matters.

          ii)  Other than the Wallace Program, during the Post-Ready Period, EZK
               will:

               (1)  not,  independently  or in concert with  others,  pursue any
                    acquisition of an IWDC by EZK, before the D-EZK Combination.

               (2)  inform  Delta fully  regarding  IWDCs that may be  potential
                    acquisition candidates;

               (3)  advise all potential sources of acquisition candidates,  all
                    potential   financing  sources  and  all  brokers  or  other
                    financial or M&A  intermediaries of this arrangement,  refer
                    them to Delta, and inform Delta of such referrals;

               (4)  inform Delta of any potential funding opportunities of which
                    it may have  information  from any  source,  including  with
                    respect to a single IWDC.(17)

          iii) The  Post-Ready  Period shall be  automatically  extended for six
               months following each Qualifying Acquisition, if any.

          iv)  From the  effective  date  hereof  until  six  months  after  the
               Post-Ready Period, EZK will not recommend,  encourage,  assist or
               tolerate  any  action by any third  party to  circumvent  Delta's
               rights hereunder.

          v)   If and when Delta  presents to EZK a letter of intent from one or
               more prospective Qualified Investors, lenders or other sources of
               funds  (collectively,  "Ready Funding  Source")  stating that the
               Ready Funding  Source intends to provide  Requisite  Funding,(18)
               then for ninety days EZK will refrain from pursuing or responding
               to any other  funding  opportunities.  EZK will give Delta  full,
               first-priority assistance in connection therewith.

          vi)  If and  when  Delta  presents  to EZK a  contract  for  Requisite
               Funding  from a Ready  Funding  Source,  then for ninety days EZK
               will refrain from  pursuing or  responding  to any other  funding
               opportunities,  during  which period Delta will seek to close the
               Requisite  Funding.  EZK will  give  Delta  full,  first-priority
               assistance in connection therewith.

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(17) Delta will not object to EZK accepting  funding with respect to the Wallace
Program, provided it does not otherwise conflict with the plan stated herein.
(18) For  purposes of this  paragraph,  such a letter may be signed by the Ready
Funding Source's attorney[s], investment banker[s] or other authorized agent[s].