INTERNATIONAL CORPORATE STRUCTURES INC.


Suite 100, One Financial Place                                    TORONTO OFFICE
Lower Collymore Rock                             Suite 906, 94 Cumberland Street
P.O. Box 118                                                    Toronto, Ontario
Bridgetown, Barbados                                                     M5R 1A3
Telephone: (246) 430 5350                                    Tel: (416) 934-9998
Fax: (246) 430 5353                                          Fax: (416) 968-3424



June 1, 2000


LazyGrocer.com, Inc.
41 York Street, 3rd Floor
Ottawa, Ontario
Tel: (613) 241-6195
Fax: (613) 241-7861

ATTN: Pierre Bosse

RE: FINANCIAL SERVICES AGREEMENT BETWEEN INTERNATIONAL CORPORATE STRUCTURES INC.
    ("ICS") AND LAZYGROCER.COM ("LAZYGROCER") (the "Agreement")


Dear Sir:

The  purpose of this  letter is to confirm  the terms of the  Agreement  between
LazyGrocer  and ICS  agreed  upon  during our  several  meetings  and  telephone
conversations.

1.       The Scope of the Project

                  The Company is engaged in the  development and operation of an
                  internet  retail  grocery  distribution  business in secondary
                  population center as outlined in LazyGrocer's Business Plan.

2.       Scope of Services to be Provided by ICS (the "ICS Services")

     (a) ICS shall be responsible  for the  supervision of all the legal affairs
         of LazyGrocer throughout Canada and for this purpose shall  provide the
         services  of a lawyer who is  licensed to  practice  law  in one of the
                           Provinces of Canada to carry out such duties; and

     (b) ICS  shall   be  responsible  for  supervision  of  all  marketing  and
         franchising activities of LazyGrocer within Canada.

3.       ICS's Compensation

                  ICS shall  receive  1,775,118  shares  of  common  stock to be
                  issued  and  delivered  to ICS at the same time that the first
                  shares are issued to any of the Affiliates. These shares shall
                  be deemed to have been  earned and to be the sole  property of
                  ICS as of the date of delivery of the shares to ICS.

4.       Term of the Consulting Agreement

                  The term of the Consulting  Agreement  shall commence upon the
                  execution of this Agreement by all necessary parties and shall
                  continue for a period of twenty-four (24) months.

Please  execute the  Acknowledgment  at the end of this  letter to signify  your
acceptance of the above terms and conditions and return one copy of the executed
Agreement by fax and two originally  executed copies of the Agreement by courier
to ICS at:

                         Suite 906, 94 Cumberland Street
                                Toronto, Ontario
                                     M5R 1A3


Regards,



International Corporate Structures Inc.



                                 ACKNOWLEDGEMENT

The  undersigned  by the  execution of this  Acknowledgement  hereby agree to be
bound by the above terms and  conditions and agree to do or cause to be done all
acts and deeds necessary to give effect to the intent of this Agreement.

We also  acknowledge that Howard E. Kerbel has advised us that he is a Barrister
and Solicitor licensed to practice law in the Province of Ontario and that:

(a)      He has  advised us to  obtain independent legal advice with  respect to
         and prior to the execution of the  agreement;
(b)      That we  have either  obtained such  independent  legal advice  or have
         waived our right to such independent legal advice; and
(c)      That  Howard E.  Kerbel has not  provided us  with any legal  advice in
         respect  to this  Agreement or the  Project and  we  at all  times have
         sought and obtained the advice of our own lawyers in this regard.


DATED at  Ottawa, this 1st day of June, 2000


                             Per:

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