EMPLOYMENT AGREEMENT

             THIS AGREEMENT made as of the 1st day of August, 2000,

                                    BETWEEN:

                              LAZYGROCER.COM CORP.
                                (the "Employer")


                                    - and -

                                  BEN BJARNASON
                                (The "Employee")


WHEREAS the Employer  has agreed to employ the  Employee as its Chief  Operating
Officer and the Employee has accepted employment with the Employer;

AND  WHEREAS  the  parties  wish  to set  out  the  terms  of  their  employment
relationship in written form,

NOW THEREFORE in  consideration  of the mutual  covenants and promises set forth
below, the Employer and the Employee hereby agree that their  relationship shall
be governed by the following:

1.       JOB DESCRIPTION -- The Employee shall provide  services to the Employer
         as  described  in the job  description,  attached to this  Agreement as
         SCHEDULE "A". The Employer may amend the job  description  from time to
         time, after full consultation between the Employer and the Employee.

2.       TERM -- This Agreement shall be deemed to have commenced on the 1st day
         of August, 2000, and shall continue until terminated.

3.       COMPENSATION

         3.1      The  Employer  shall  pay a  salary  to the  Employee  for his
                  services  under this  Agreement  at a starting  base salary of
                  $40,000.00 (Cdn.) per annum, to be paid in equal  installments
                  over the course of the year, effective February 1st, 2000.

         3.2      The  Employer further  agrees to  increase  this  base  salary
                  payable to the Employee to $60,000 per annum, effective August
                  12, 2000.

         3.3      The Employer may review and re-calculate the Employee's salary
                  on the anniversary date of the Employee's  employment,  taking
                  into  consideration,  among  other  factors,  cost of  living,
                  length of service,  performance and overall financial position
                  of the Employer.


<PAGE>


EMPLOYMENT AGREEMENT

         3.4      Salary due to the  Employee  shall be paid in arrears on every
                  second Friday,  or the last working day before these dates, or
                  such other  regular pay day as may be agreed upon  between the
                  Employer and the Employee.

         3.5      Deductions and Contributions

                  (a)      The Employer  shall withhold from each salary payment
                           the statutory  deductions  for  Employment  Insurance
                           ("EI") and Canada Pension Plan ("CPP") premiums,  and
                           federal  and  provincial  income  tax and such  other
                           deductions  as may be  required  by law from  time to
                           time.

                  (b)      The  Employer   shall  make  the  required   employer
                           contributions  to EI and CPP  premiums and such other
                           payments  required to be made by employers by law, on
                           behalf of the Employee and shall remit these together
                           with the Employee  deductions to the Receiver General
                           for Canada, as required.


         3.6      Additional Compensation

         In  addition  to the above  enumerated  compensation,  LG will issue to
         Bosse  500,000  non-transferable  options  pursuant to the Stock Option
         Plan of  LazyGrocer.com,  Inc, LG's parent company,  each entailing the
         right to purchase one common share of LazyGrocer.com,  Inc. and bearing
         an  exercise  price of $0.10 US (one  tenth of one dollar US Funds) per
         share,  with  20  vesting  dates  (for  25,000  shares  each)  over  20
         successive  fiscal  year  quarters.  The first  vesting  date  shall be
         October 31, 2000.

4.       BENEFITS

         Other than the remuneration  stipulated  herein, no other benefits will
         be paid or offered to the Employee by the Employer.


5.       PERFORMANCE AND SUPERVISION

         5.1      The Employee shall exercise the reasonable  care,  skill,  and
                  diligence in performing the services set out in this Agreement
                  consistent with industry standard.

         5.2      The Employee  shall perform the duties  required of him by the
                  President  and shall act in  accordance  with all  reasonable,
                  lawful  directives  given to him by the  President  and  shall
                  report from time to time, as may be required, to the President
                  concerning his assigned tasks and activities.



<PAGE>


         5.3      The parties agree that  performance  appraisals  are important
                  evaluative  tools  in the  employment  relationship,  but  are
                  impractical  at this early stage in the  Employer's  business.
                  After  consultation  with the  Employee,  the  Employer  shall
                  reconsider  the need for  performance  appraisals on an annual
                  basis.   In  the   absence  of  regular   formal   performance
                  appraisals,  it will be the responsibility of the President of
                  the Employer to to advise the  Employee of instances  when the
                  Employee's  performance does not meeet the standard set out in
                  this agreement.

         5.4      The  Employee  shall  use his  best  efforts  to  promote  the
                  interests of the Employer,  shall not disclose the business of
                  the  Employer,  and shall not use for his own  purposes or for
                  the  purposes  of any other  organization  or  individual  any
                  information  he may acquire  concerning  the  operation of the
                  Employer.

         5.5      The Employee shall be provided with all necessary  information
                  regarding the policies and  procedures of the Employer and its
                  operations required in the performance of the services set out
                  in this Agreement, as they are amended from time to time.


6.       CONFIDENTIALITY AND COPYRIGHT

         6.1      The Employee shall keep confidential any information  obtained
                  about any employee of the  Employer  obtained in the course of
                  his employment,  except where that information is required for
                  the  functioning of the Employer,  in which case, the Employee
                  shall give the information only to the party that requires the
                  information.

         6.2      The Employee  shall use  discretion  in releasing  information
                  about the  business  and affairs of the Employer in any matter
                  where the Employer's  interest may be harmed by the release of
                  such information.

         6.3      Upon termination of employment,  the Employee shall deliver to
                  the Employer all documents,  correspondence,  plans,  or other
                  written  material and any copies  thereof,  and other physical
                  property  which belongs to the Employer or is obtained  during
                  the course of employment.

         6.4      All written  materials,  plans,  models,  software,  coding or
                  other  materials (the "Works") in which  copyright or property
                  rights can exist  which are  prepared  by the  Employee in the
                  course  of his  employment  shall  be the  sole  property  and
                  copyright  of the  Employer,  and the Employee  hereby  waives
                  moral rights in said Works.




<PAGE>


7.       EMPLOYEE'S RIGHTS

         7.1      There shall be no discrimination  with respect to the Employee
                  by reason of age, marital status, family status, membership in
                  political parties,  sex, sexual orientation,  race,  ancestry,
                  place of origin,  colour, ethnic origin,  citizenship,  creed,
                  handicap  (where the  handicap  does not prevent the  Employee
                  from   performing  the  major  duties  of  the  position  with
                  reasonable  accommodation  on the  part of the  Employer),  or
                  educational  background,  or on any further ground as might be
                  enumerated in the Ontario Human Rights Code.

         7.2      There shall be no discrimination  with respect to the Employee
                  by reason of  membership in a collective  bargaining  unit, or
                  for exercising his rights under a collective agreement.

         7.3      The  Employer  shall  abide  by  all  requirements  placed  on
                  employers under the Occupational Health and Safety Act.

8.       DISCIPLINE

         8.1      The  Employer  has the right to  discipline  the  Employee for
                  cause.  Discipline shall be  "progressive";  that is, normally
                  discipline   shall   increase   in   severity  if  a  form  of
                  unsatisfactory  behavior  is  repeated  or  if  a  pattern  of
                  unsatisfactory   behavior   develops.   Discipline   shall  be
                  administered  by the  President.  In the case of suspension or
                  discharge, the President may act only with the approval of the
                  Board of Directors.


9.       NON COMPETITION AGREEMENT

         The  Employee  acknowledges  and agrees that it is a condition  of this
         Employment Contract that he enter in to a non-competition  agreement in
         the form attached hereto as SCHEDULE "B".


10.      TERMINATION AND JOB SECURITY

         10.1     The Employer may terminate the  services of the Employee under
                  this Agreement, as follows:

                  a.       for cause, without notice or pay in lieu of notice;

                  b.       because the  Employer no longer wishes to  maintain a
                           position  with   substantially   similar  duties,  or
                           substantially alters the job description  so that the
                           Employee is  not competent to perform the position as
                           newly defined;

                  c.       without cause.



<PAGE>


         10.2     If  the  discharge  is for  either  of the  reasons  given  in
                  subparagraphs  10.1 b or 10.1 c above,  the Employer shall pay
                  the Employee 4 weeks'  salary for every full year the Employee
                  has been in the  employ of the  Employer  thereafter,  up to a
                  maximum of 6 months' salary.  The amount of compensation  paid
                  shall be reduced by the amount of notice given.

         10.3     The Employee may terminate this Agreement upon no less than 45
                  days' written notice to the Employer.

11.      HOURS OF WORK

         The Employee and Employer  acknowledge and agree that due to the nature
         of the employment duties and functions  contemplated by this agreement,
         there  shall be no minimum  and maximum  scheduled  hours of work.  The
         Employee  shall  report to work in the normal  course on a timely basis
         and shall perform all duties and functions  required of him pursuant to
         the terms and conditions of this Agreement.


12.      HOLIDAYS

         12.1     The Employee is entitled to a paid holiday at his regular rate
                  of pay on each of the following  public holidays:

                 o         New Year's Day
                 o         Good Friday
                 o         Victoria Day
                 o         Canada Day
                 o         Simcoe Day
                 o         Labour Day
                 o         Thanksgiving Day
                 o         Christmas Day
                 o         Boxing Day

         12.2     When a public holiday falls on a non-working day, the Employee
                  may take a holiday  on either the last  working  day before or
                  the first working day after the holiday, as may be agreed upon
                  between the Employer and the Employee.

         12.3     Where a public holiday falls during the  Employee's  vacation,
                  the day shall be considered a paid holiday and shall not count
                  as a vacation day.

13.      VACATION

         13.1     Subject to  paragraph  13.2,  the  Employee  is  entitled to 4
                  weeks'  paid   vacation  in  the  first  and  second  year  of
                  employment.  Vacation is subsequent  years thereafter shall be
                  agreed to by the Employer and Employee.


<PAGE>


         13.2     The  Employee's   vacation   schedule  shall  be  arranged  by
                  agreement  between the Employee  and the  President to conform
                  with the  work  requirements  of the  Employer.  Approval  for
                  vacation time shall not be unreasonably withheld.

         13.3     No vacation  benefits  shall accrue to the Employee  during an
                  unpaid leave of absence, but vacation time shall accrue during
                  an unpaid leave, in accordance  with the Employment  Standards
                  Act.


14.      SICK LEAVE

         14.1     Subject to paragraph  14.2,  the Employee is entitled to leave
                  with pay in the event of ill health in the amount of 1 day for
                  each 2 months of  employment  to a maximum of 6 days per year.
                  Unused sick leave may accumulate to a maximum of 10 days. Sick
                  leave may be used in advance at the Employer's  discretion and
                  where  sick  leave is  exhausted,  unpaid  sick  leave  may be
                  granted at the Employer's discretion.

         14.2     An Employee absent due to sickness or disability  shall notify
                  the  President,  of his inability to report to work and shall,
                  at the time of notification, indicate the probable duration of
                  the absence.  Such  notification must be made by the Employee,
                  unless the nature of the  sickness  or  disability  makes this
                  impossible and this can be corroborated to the satisfaction of
                  the Employer.

         14.3     The Employer shall have the right to require medical  evidence
                  satisfactory  to the Employer for the purpose of  verification
                  of absence due to sickness or disability or for the purpose of
                  determining fitness or unfitness to work.


15.      MISCELLANEOUS LEAVE

         15.1     Personal Leave -- Personal leave without  remuneration  may be
                  granted by the  President  in  consultation  with the Board of
                  Directors.

         15.2     Family  Illness  -- Where no one other than the  Employee  can
                  provide care during the illness of an immediate  family member
                  or  significant  other,  the  Employee  may use a maximum of 3
                  days' paid leave per occasion for this  purpose,  to a maximum
                  of 6 days per calendar year.

         15.3     Pregnancy,  Parental and Adoption  Leave -- The Employer  will
                  grant the  Employee  unpaid leave for the purposes of parental
                  or adoption leave in accordance with current provisions of the
                  Employment Standards Act.



<PAGE>


         15.4     Compassionate/Bereavement  Leave -- The Employee is allowed up
                  to 5 days paid leave per  occasion  in the case of death of an
                  immediate  family member or  significant  other.  The Employer
                  shall  grant  such  further  leave on an  unpaid  basis as the
                  Employee shall require in the event of such a death.

         15.5     Jury Duty -- The Employee  shall  receive paid leave if called
                  to jury  duty or  subpoenaed  as a witness  to a maximum  of 3
                  weeks.   Monies  received  as  a  result  of  jury  duties  or
                  attendance as a witness, less actual expenses incurred,  shall
                  be paid to the Employer  during the initial three week period,
                  after  which  time  such  monies  shall  be  retained  by  the
                  Employee.

16.      EXPENSES -- The Employee is entitled to reimbursement for the following
         expenses  reasonably  incurred in the  performance  of work duties,  on
         presentation of valid receipts or documentation:

                  a.       automobile travel at the current  Ontario  Government
                           rate;

                  b.       actual fares for public transit;

                  c.       actual expenses for parking, taxi cab, train,  bus or
                           air travel; and

                  d.       hotel  expenses  when  the  Employee is  required for
                           purposes of his  employment to remain  away from home
                           overnight.

         The above shall not  include the cost of daily  travel to or from work,
         or parking  while at work.  However,  the  Employer  shall make parking
         spaces  available  to the  Employee at no cost to the Employee as space
         permits.

         Significant  expenses  incurred  by the  Employee  during the course of
         Employment shall be approved by the President.


17.      PERSONNEL RECORDS

         17.1     A personnel file for the  Employee shall be kept in the office
                  of the Employer.  The file shall contain the following:

                  (a)      copies  of all  letters of  agreement  and  contracts
                           between  the  Employer   and  the  Employee  and  the
                           attached schedules;

                  (b)      payroll information;

                  (c)      termination and other notices; and

                  (d)      any  other   information  respecting  employment  and
                           performance.

         17.2     Personnel records shall be  kept for at least 24  months after
                  the   termination  of   the  Employee's  employment  with  the
                  Employer.



<PAGE>


         17.3     The  Employee  shall  have a right of access to his  personnel
                  file at any time, in the presence of a  representative  of the
                  President or his designate.  The Employee shall have the right
                  to make copies of any of the  contents,  to add any  documents
                  and/or written comments to the file at any time and to see any
                  evaluations  or  comments on his job  performance  as they are
                  placed in the file.

         17.4     Access to personnel records shall be limited to the President,
                  the Board of Directors and the Employee. It is also understood
                  that  those  who  have   access  to  the  file  will  use  the
                  information gained only in relation to matters relevant to the
                  running of the Employer and/or providing  letters of reference
                  for the Employee.


18.      ENTIRE AGREEMENT -- This Agreement and the Schedules  referenced herein
         shall  comprise  the entire  agreement  and  understanding  between the
         Employer  and the Employee  with respect to the subject  matter in this
         Agreement  and  supersedes  any  prior  agreement,   representation  or
         understanding with respect thereto.

19.      PERSONNEL POLICIES

         The parties acknowledge that the Employer does not at the present time,
         have in place a personnel policy. The Employee  acknowledges and agrees
         that should the Employer  develop a personnel policy during the term of
         this agreement, it will form part of this Agreement.

20.      AMENDMENT  --  Except  as  expressly  provided  herein,  the  terms and
         conditions  of this  Agreement  may be  amended at any time only by the
         mutual written agreement of the parties to this Agreement.

21.      GOVERNING LAW -- This  Agreement shall be  governed by  the laws of the
         Province of Ontario and the laws of Canada applicable hereto.

22.      EMPLOYEE  ACKNOWLEDGEMENT -- The Employee acknowledges that he has read
         and  understands  the terms of this Agreement and that the Employer has
         advised him that the foregoing substantially alters, removes, supplants
         and supersedes his common law rights.  The Employee  acknowledges  that
         the Employer has advised him to seek independent  legal advice prior to
         executing this Agreement.


<PAGE>



IN WITNESS  WHEREOF the  Employer,  through  its duly  authorized  officers  has
executed this agreement and has affixed its corporate seal on this document, and
the Employee has executed  this  agreement in the presence of the witness  whose
name is set out below.





                                NAME:

                                TITLE:
                                c/s

I have the authority to
bind the Corporation.



<PAGE>


SCHEDULE "B", EMPLOYMENT AGREEMENT  )
SIGNED, SEALED  AND  DELIVERED  in
the presence of: ) ) )
                     )
Witness              )       BEN BJARNASON


<PAGE>





                                  SCHEDULE "A"

                                 JOB DESCRIPTION

Job Description:  Chief Operating Officer

Responsibilities    include    participation    in   executive   and   corporate
decision-making, ongoing development and implementation of warehouse operations;
management  of  personnel;   managing  the  warehouse   management  system;  and
standardizing  the  warehouse  system for expansion  purposes to enable  turnkey
distribution centers in new markets.

Executives reporting the  Chief Operating Officer include the  Vice-President of
Operations, and the Vice President of Marketing,

Further  duties   include:   continued   acquisition  of  warehouse   equipment;
determining  warehouse  improvement  requirement;  assisting in the selection of
warehouse personnel; continued planning of logistical warehouse layout; initiate
the development of an operational expansion plan for future fulfillment centers,
and recruit the required marketing, Public Relations, and design firms.



<PAGE>



                                  SCHEDULE "B"

                            NON COMPETITION AGREEMENT


          Non-Competition Agreement made the 1st day of August, 2000.


                                    BETWEEN:

                              LAZYGROCER.COM CORP.
                                (The "Employer")


                                       and


                                  BEN BJARNASON
                                (The "Employee")



         WHEREAS  the Employer or  has entered into an Employment Agreement (the
"Agreement") with the Employee;

         AND WHEREAS the entering into of this  Non  Competition  Agreement is a
condition of the Employment Agreement;

         NOW  THEREFORE in  consideration  of the mutual  covenants and promises
contained herein and in the Employment Agreement it is agreed by and between the
parties hereto as follows:


                                    ARTICLE 1
                                 INTERPRETATION

1.1               Definitions. In this Agreement, the following terms shall have
the meanings set out below unless the context requires otherwise:


<PAGE>


SCHEDULE "C", EMPLOYMENT AGREEMENT


                  (a)      "affiliate"  means,  with respect to any Person,  any
                           other Person who directly or indirectly controls,  is
                           controlled by, or is under direct or indirect  common
                           control with such Person,  and includes any Person in
                           like relation to an affiliate.  A Person is deemed to
                           control  another  Person  if such  Person  possesses,
                           directly or indirectly,  the power to direct or cause
                           the direction of the  management and policies of such
                           other Person, whether through the ownership of voting
                           securities,  by contract or  otherwise;  and the term
                           "controlled" has a corresponding meaning.

                  (b)      "Agreement"  means  this Non  Competition  Agreement,
                           including any schedules to this Agreements it or they
                           may be amended from time to time, and the expressions
                           "hereof", "herein", "hereto",  "hereunder",  "hereby"
                           and similar  expressions  refer to this Agreement and
                           not to any  particular  Section  or other  portion of
                           this Agreement.

                  (c)      "Information"  means any  information  proprietary to
                           the Employer  concerning the Employer's  business and
                           affairs or the business and affairs of an  affiliate,
                           and  without  limitation   includes  busniess  plans,
                           business processes, inventions and documents relating
                           to business plans, business processes and inventions,
                           whether in writing,  orally communicated or stored in
                           electronic form.

                  (d)      "Person" is to be broadly interpreted and includes an
                           individual, a corporation, a partnership, a trust, an
                           unincorporated  organization,  the  government  of  a
                           country or any political  subdivision thereof, or any
                           agency or department of any such government,  and the
                           executors,     administrators    or    other    legal
                           representatives of an individual in such capacity.

                  (e)      "Restriction  Period" for purposes of this Agreement,
                           means  the  period  commencing  on the  date  of this
                           Agreement  and  ending  one (1) year from the date of
                           the termination of the Employment Agreement.

1.2               Article and Section  Headings.  The division of this Agreement
into Articles  and Sections and the insertion of headings are for convenience of
reference only and shall not affect  the construction or  interpretation of this
Agreement.  Unless the context requires otherwise,  references in this Agreement
to Sections or Schedules are to Sections or Schedules of this Agreement.

1.3               Number  and  Gender.  Unless the  context requires  otherwise,
words  importing the  singular include  the plural  and  vice  versa  and  words
importing gender include all  genders.


<PAGE>


                                    ARTICLE 2
                                NON-SOLICITATION


2.1               Non-Solicitation.  The  Employee will not,  at any time during
the Restriction Period,  without  the  prior  written  consent  of the Employer,
directly  or indirectly,  either  alone  or in  conjunction with  any individual
or  firm, corporation,   association  or  other  entity,  whether as  principal,
agent,  covenantor,  employee,  creditor or  in any  other capacity  whatsoever,
engage or hire or attempt to solicit away from the Employer any employees of the
Employer.


                                    ARTICLE 3
                                 NON COMPETITION

3.1               Non  Competition  and  Restriction  Period.  For a period of 1
(one) year from the effective date of termination of the  Employment  Agreement,
the Employee shall not:

         a.       be directly or indirectly engaged in any company or firm which
                  is a direct  competitor to the  Employer or  its affiliates in
                  any  province in  Canada where  the  Employer  is carrying  on
                  business;

         b.       be  employed by any  other similar business which may start up
                  in Canada;

         c.       intentionally  act in  any  manner  that is detrimental to the
                  relations between the Employer and its  customers,  employees,
                  dealers, affiliates or other persons; and

         d.       solicit any of the customers of the Employer or its affiliates
                  or  be  connected  with  any  person,   firm   or  corporation
                  soliciting or servicing any of the customers of the Employer.

3.2               The  Employee acknowledges  that by  reason of employment with
the Employer,  he will develop a close working relationship with the  Employer's
customers, clients and  affiliates,  gain a knowledge of the Employer's  methods
of  operation,   and   acquire  and  be  exposed  to  Information  or  materials
confidential to the  Employer  generally,  all of which would  cause irreparable
harm and injury to the Employer if made available to a competitor or if used for
competitive purposes.

3.3               The Employee  acknowledges  and agrees that the foregoing time
and  geographic  limitations  pursuant to  this  Agreement  are  reasonable  and
properly  required for the  adequate  protection  of the exclusive  property and
business of the Employer,  and in the event  that  any such  time or  geographic
limitation  is found to be  unreasonable  by a court,  then the Employee  agrees
to be bound to such reduced time or geographic limitation as said court deems to
be reasonable.

<PAGE>

3.4               The  Employee  acknowledges  and agrees  and  understands that
without  prejudice to  any and  all  remedies  available  to  the  Employer,  an
injunction  is  the only  effective  remedy  for  any  breach of the  Employee's
covenants  under this  Section and  that the  Employer would suffer  irreparable
harm and injury in the event of any such breach and that monetary  damages shall
be  inadequate to  compensate the  Employer  for the  breach.  Accordingly,  the
Employee  hereby  agrees  that the  Employer  may apply for and have  injunctive
relief,  including  an  interim  or  interlocutory  injunction,  in any court of
competent jurisdiction or threatened breach thereof. The Employee further agrees
that the Employer  may apply for and  is  entitled  to said  injunctive  relief.
The terms  and  conditions  regarding  injunctive relief  are more  particularly
described in Article Four herein.

3.5              The  Employee  understands  and  agrees  that the  restrictions
and  covenants  imposed  pursuant  to  the  terms  of  this  Agreement  and  the
Employment  Agreement constitute a material  inducement to the Employer to enter
into this  Agreement  and the  Employment  Agreement to employ the Employee, and
that the  Employer would  not enter into  the Employment  Agreement  absent such
inducement.  The Employee agrees that the  restrictions  and covenants contained
in this Section shall be  construed  independently  of any  other  provision  of
this  Agreement,  and  the existence  of any  claim or  cause of  action by  the
Employee  against the Employer,  whether  predicated  under  this  Agreement  or
the  Employment  Agreement  or otherwise,  shall not constitute a defense to the
enforcement by the  Employer of the restrictions  and covenants contained herein
and in the Employment Agreement.


                                    ARTICLE 4
                                 CONFIDENTIALLY

4.1              Confidentiality.  The parties acknowledge that the Employee has
had, and   may  have,  access  to  confidential  information  belonging  to  the
Employer  and its  affiliates.  In  addition to  the covenants  contained in the
Employment  Agreement,  the  Employee  therefore  undertakes  that he  shall not
neither during the term of this Agreement not at any time thereafter:

                  (a)       disclose  the private  affairs  or  secrets  of  the
                            Employer   or   its    affiliates,   including   any
                            Information to  any third party  other than with the
                            consent of the Employer; and

                  (b)       use for his own  purposes or for any  purposes other
                            than  those of the  Employer  or its  affiliates any
                            confidential  information that he may  have relating
                            to the businesses of the Employer or its affiliates.

<PAGE>

                                    ARTICLE 5
                                     GENERAL

5.1              Severability. Each provision of this Agreement shall constitute
a separate and distinct covenant shall be severable from all other such separate
and  distinct covenants  contained in  this  Agreement.  Any  provision of  this
Agreement which is prohibited  or  unenforceable  in any jurisdiction  shall, as
to that jurisdiction,   be   ineffective   to  the  extent  of such  prohibition
or  unenforceability  and  shall be severed from the balance of this  Agreement,
all without  affecting the remaining  provisions of this  Agreement or affecting
the validity or enforce ability of such provision in any other jurisdiction.

5.2              Reasonableness  of  Restrictions.  The  Employer  and  Employee
agree that all restrictions  in this Agreement are necessary and  fundamental to
the protection of the respective  businesses of the parties  and are  reasonable
and valid.  All defenses to the strict enforcement of this Agreement against the
parties or any of their Affiliates are hereby waived.

5.3              Successors  and  Assigns.  This Agreement  shall  enure to  the
benefit of,  and be  binding  on each  of the  Employer and  Employee  and their
respective  successors  and  permitted  assigns.  Neither party  may  assign  or
transfer,  whether absolutely,  by  way of  security  of  otherwise,  all or any
part of its  respective  rights  or obligations under this Agreement without the
prior written consent of the other.

5.4              Amendment.  No amendment  of this Agreement  shall be effective
unless made in writing and signed by both of the parties.

5.5              Waiver.  A waiver of  any  default,  breach  or  non-compliance
under  this Agreement shall not be effective unless in writing and signed by the
party to be bound by the waiver. No waiver shall be inferred from or implied but
any failure to act or delay in  acting  by a party in  respect  of any  default,
breach  or non-observance or by anything done or omitted to be done by any other
party. The waiver by a party of any default, breach or non-compliance under this
Agreement  shall  not operate  as a waiver of  that  party's  rights  under this
agreement  in  respect  of  any  continuing  or  subsequent  default,  breach or
non-observance (whether of the same or any other nature)


<PAGE>



5.6              Governing  Law.   This  Agreement  shall  be  governed  by  and
construed  in  accordance  with the  laws of the  Province  of  Ontario  and the
laws of  Canada  applicable  therein and shall be  treated in all respects as an
Ontario contract.  Any action,  suit or other legal proceeding  commenced by any
party hereto based upon,  arising  out of or  otherwise  with  respect  to  this
Agreement  or the transactions  contemplated  hereby  shall  be  commenced  only
in a court of the Province of Ontario.

5.7              Employee  Acknowledgement.  The Employee  acknowledges  that he
has read and understands the terms of this  Agreement. The Employee acknowledges
that the  Employer  has advised him to seek  independent  legal  advice prior to
executing this Non Competition Agreement.


IN WITNESS  WHEREOF the  Employer,  through  its duly  authorized  officers  has
executed this agreement and has affixed its corporate seal on this document, and
the Employee has executed  this  agreement in the presence of the witness  whose
name is set out below.





                             NAME:

                             TITLE:

I have the authority to
bind the Corporation.



<PAGE>


SIGNED, SEALED  AND  DELIVERED  in
the presence of: ) ) )
                     )
Witness              )
                     )       BEN BJARNASON





                               LAZYGROCER.COM INC.

                                OPTION AGREEMENT
                                  Common Shares

THIS AGREEMENT made as of the 1st day of August, 2000.

BETWEEN:

                              LAZYGROCER.COM INC.,
        a corporation incorporated under the laws of the State of Florida

                     (hereinafter called the "Corporation")

AND:
                                 Ben Bjarnason,
                 of the City of Ottawa in the Country of Canada

                       (hereinafter called the "Grantee"),

WHEREAS:

Pursuant to a resolution dated whereby the Board has granted effective August 1,
2000 (the "Date of the Grant") to the Grantee, the Option to purchase the number
of Shares of the  Corporation  hereinafter  referred to based on the Fair Market
Value thereof on the Date of the Grant.

            NOW  THEREFORE in  consideration  of the premises and other good and
valuable  consideration  (the  receipt  and  sufficiency  of  which  are  hereby
acknowledged by each of the parties hereto) and the covenants  contained  herein
the parties hereto covenant and agree as follows:

1.       Definitions

         1.1  Unless  the  context  otherwise  specifies  or  requires,  in this
         Agreement the following terms shall have the meanings specified in this
         paragraph:

(a)      "Agreement"  "hereto",  "herein",  "hereof",  "hereunder"  and  similar
          expressions  refer  to this  Option  Agreement and  not any particular
          paragraph or any particular portion of this agreement and includes all
          schedules attached to this agreement;

(b)      "Board" means the board of directors of the Corporation as the same may
          be constituted from time to time;

(c)      "Date of Grant"  means for any Option,  the date specified by the Board
          at the time it grants the Option;

(d)      "Disability"  means the  permanent and  total disability  as determined
          under  procedures  established  by the Board  for the purposes of this
          Agreement;

(e)      "Exercise Price"  means the price per Share  as determined herein  from
          time to time;

(f)      "Option"  means a  non-transferable  option to  purchase Shares granted
          pursuant to this Agreement;

(g)      "Shares"  means  the  common  shares  of  the  Corporation  issued  and
          outstanding from time to time.

         1.2 Capitalized  terms  not  defined  herein  shall  have  the  meaning
         prescribed in  the LazyGrocer.com, Inc.  2000  Stock  Option Plan,  the
         terms of which are included herein by reference.

2.       Grant of Options

The  Corporation  hereby  confirms the grant to the Grantee of an Option,  which
shall be treated  as an ISO,  to  purchase  from the  Corporation  up to 500,000
presently  unissued  Shares,  at an Exercise  Price of $0.10 per Share being the
Fair Market Value  thereof on the Date of the Grant and subject to the terms and
conditions hereinafter set out.

3.       Expiry of Option

The term of the vested Options shall be from the date hereof and shall expire on
the earlier of the following:

(a)      5 years following the Date of Grant;

(b)      30  days following the  termination of  employment without cause of the
         Grantee  or termination  of the  Grantee's consulting  contract  by the
         Corporation or an Affiliate for any reason, other than a failure of the
         Grantee to fulfill the terms of the consulting contract, as applicable;

(c)      the period specified in a notice given pursuant to paragraph 7 hereof;

(d)      1  day prior to the  termination of employment for cause of the Grantee
         or to  the termination of the Grantee's contract by the Corporation  or
         an Affiliate  for failure  of the  Grantee to  fulfil  the terms of the
         consulting  contract,  as applicable;  and

(e)      120 days following the Disability, retirement or death of the Grantee.

4.       Vesting

The Options will become  immediately  exercisable and vest in respect of any and
all Shares not yet exercised upon the  determination  of the Board,  in its sole
discretion and on such terms and conditions as it deems appropriate.

5.       Exercise of Option

The Option  shall be  exercisable  at any time from time to time during the term
thereof  with respect to all or any lesser  number of the Shares  referred to in
Section 2 that have vested in accordance  with Section 4 by written notice given
to the Corporation in the form attached hereto as Schedule "A" to this Agreement
specifying  the number of Shares in  respect  of which  such  Option is being so
exercised at such time, accompanied by cash, certified cheque, bank draft, money
order or such  other  means as may be  specified  by the  Board in favour of the
Corporation in payment in full for such Shares at the price per Share  specified
in Section 2,  whereupon the purchase  pursuant to the said Option of the Shares
so  specified  shall be deemed for all purposes to have been  completed  and the
said Option exercised to such extent.

The Option shall be  exercisable  only by the Grantee  during her lifetime or by
the legal personal representative or representatives of the Grantee.

The Grantee shall not be entitled to either transfer,  assign,  gift or transfer
the Shares to any person  whatsoever  or to  pledge,  hypothecate  or in any way
encumber the Shares without the written consent of the Corporation.

6.       Alterations of Capital Stock

If at any time after:

(a)      a    reconstruction,   reorganization   or   recapitalization   of  the
         Corporation, or its consolidation,  amalgamation or merger into or with
         another corporation; or

(b)      a consolidation, subdivision or other change of the Shares then covered
         by the said Option, or the issue of further shares as a stock dividend;

(c)      the Board  shall determine that,  in order to preserve as nearly as may
         be possible the original scope and intent of this  agreement,  the said
         Option  should thereafter  cover  a  different class  and/or  number of
         Shares and/or should be  exercisable at  a different Exercise Price per
         Share;

the  Corporation  shall give notice to the Grantee  designating  such new class,
number and/or price,  whereupon this  Agreement  shall,  without  further act or
formality,  be  thereby  amended  accordingly,  and any  notice  so given by the
Corporation  pursuant to a determination so made by its directors shall be final
and binding for all purposes of this Agreement.

7.       Reorganization

Notwithstanding   anything  herein  contained,   in  the  event  of  a  proposed
reconstruction,  reorganization or recapitalization  of the Corporation,  or its
consolidation,  amalgamation  or merger into or with  another  corporation,  the
Corporation shall have the right to give written notice to any Grantee requiring
such Grantee within the period specified in such notice (which in no event shall
be shorter than 30 days  following  the giving of such notice) to exercise  such
Option with respect to all Shares covered thereby and not theretofore  purchased
by such Grantee. Upon such notice being given, such Grantee shall have the right
to exercise  such  Option  accordingly  with such  period and such option  shall
terminate  at the expiry of such  period  with  respect  to all  Shares  covered
thereby which shall not have been theretofore purchased thereunder.

8.       Notices

Any notice to be given pursuant to the provisions hereof shall be deemed to have
been validly given if reduced to writing and either  mailed by prepaid  ordinary
post or delivered to the party to whom the same is to be given at the  following
applicable address:

         the Corporation   LazyGrocer.com, Inc.
                           41 York Street, 3rd Floor
                           Ottawa, ON  K1N 5S7

         the Grantee or             ________________________________________
         the legal personal         ________________________________________
         representative or          ________________________________________
         representatives of         ________________________________________
         the Grantee                ________________________________________

or at such  other  address  as the  party  to whom the same is given to be given
shall have  theretofore  designated  by notice given in the manner  specified in
this section;  and any such notice shall be deemed to have been given on the day
of delivery thereof or on the day following the day of mailing thereof in Canada
or the United States, as the case may be.

9.       Further Assurances

The parties  hereto shall do all further acts and things and execute all further
documents  reasonably required in the circumstances to effect the provisions and
intent of this Agreement.

Applicable Law

This  Agreement  and the  provisions  hereof  shall be  governed  and  construed
according to the laws of the State of New York.



10.      Assignment

This  Agreement  is  not  assignable  by  the  Grantee  or  the  legal  personal
representative or representatives of the Grantee.

11.      Entire Agreement

This Agreement together with the Schedule attached hereto constitutes the entire
Agreement  between  the  parties and  supersedes  all prior and  contemporaneous
agreements,  understandings and discussions,  whether oral or written, and there
are no other  warranties,  agreements  or  representations  between  the parties
except as expressly set forth herein.

12.      Agreement Binding

This  Agreement  shall enure to the  benefit of and be binding  upon the parties
hereto and their respective personal representative,  executors, administrators,
successors and assigns.

13.      Waivers

No amendment,  waiver or  termination  of this  Agreement will be binding unless
executed  in  writing  by the  parties  to be bound  hereby.  No  waiver  of any
provision of this  agreement  will be deemed or will  constitute a waiver of any
other provision,  nor will any such waiver constitute a continuing waiver unless
expressly provided.

14.      Counterparts

This Agreement may be executed in several  counterparts,  each of which together
shall constitute one and the same instrument. The parties hereto agree that this
Agreement may be  transmitted  by facsimile or such similar  device and that the
reproduction  of signatures by facsimile or such similar  device will be treated
as binding as if originals and each party hereto  undertakes to provide each and
every other party hereto with a copy of the agreement bearing original signature
forthwith upon demand.

         IN WITNESS  WHEREOF the parties  hereto have executed this agreement as
of the date first set forth above.

                           LAZYGROCER.COM, INC.


                           Per:
                               ------------------------------------
                           Title:
                                -----------------------------------



Witness to Grantee's Signature       Grantee


<PAGE>


                                  SCHEDULE "A"
                              OPTION EXERCISE FORM


              TO EXECUTE THIS OPTION, COMPLETE AND RETURN THIS FORM

            The undersigned  Grantee (or the Grantee's  legal  representative(s)
permitted by the Option  Agreement) hereby  irrevocably  elects to exercise this
Option for the number of Shares of LazyGrocer.com, Inc. as set forth below:

(a)  Number of shares to be acquired:
                                                  --------------------
(b)  Option exercise price per share:            $
                                                  --------------------
(c)  Aggregate purchase price [(a) times (b)]:   $
                                                  --------------------

and  hereby  tenders a  certified  cheque  for such  aggregate  purchase  price,
directing such Shares to be registered and a certificate  therefore to be issued
as directed below.

     DATED this    day of       , 20.


WITNESS TO EXECUTION       )
                           )
                           )
                           )     [NAME OF GRANTEE]
                           )
                           )
                                -------------------------
                           )     [SIGNATURE OF GRANTEE]

Direction as to Registration:


[Name of Registered Holder]


[Address of Registered Holder]