[logo]             SOFTWARE LICENSE AGREEMENT

THIS SOFTWARE LICENSE AGREEMENT (the  "Agreement")  dated as of June 30, 2000 is
made between THE  DESCARTES  SYSTEMS GROUP INC.,  an Ontario  corporation,  with
offices at 120 Randall  Drive,  Waterloo,  Ontario,  Canada,  N2V 1C6 on its own
behalf or on behalf of its subsidiary companies (collectively referred to herein
as "Descartes") and LAZYGROCER.COM INC., an Ontario corporation, with offices at
41 York Street, 3rd Floor, Ottawa, Ontario, K1N 5S7, (hereinafter referred to as
the "Customer").

In  consideration  of the mutual  promises and agreements  contained  herein and
other good and valuable  consideration (the receipt and sufficiency of which are
hereby acknowledged),  the parties,  intending to be legally bound hereby, agree
as follows:

1.
1. DEFINITIONS

1.1. "Confidential  Information" means any information disclosed by one party to
the other  pursuant  to this  Agreement  which is in written,  graphic,  machine
readable, or other tangible form and is marked "Confidential",  "Proprietary" or
in some other manner to indicate its confidential  nature.  Notwithstanding  the
foregoing  designation  requirements,  the Software,  the  Documentation and the
results  of any  benchmark  tests  run on the  Software  shall be  deemed  to be
Confidential  Information  of Descartes.

1.2.  "Descartes  Software"  means  the  software  identified  on Appendix  1 as
Descartes  Software,  including  applicable  Documentation and Revisions but not
including any Third Party Software;

1.3. "Designated  CPU" means the one or more  CPU(s)  identified  on Appendix 1;

1.4.  "Designated  Site"  means those  facilities  of  Customer,  identified  on
Appendix 1, at which the Designated CPU is located;

1.5.  "Documentation"   means  any  instructional  or  supplementary   materials
related to the Software,  in human or machine readable form, that is provided by
Descartes to Customer  pursuant to this  Agreement,  but only to the extent that
Descartes, in its sole discretion,  makes such materials generally available for
commercial distribution.

1.6.  "Hardware"  means  any  third  party  hardware that  Descartes may sell to
Customer pursuant to Section 3.4 of this Agreement.

1.7.  "Intellectual  Property  Rights" means  patents  and other  patent  rights
(including   patent   disclosures  and   applications   and  patent   divisions,
continuations,  continuations-in-part,  reissues, reexaminations, and extensions
thereof),  copyrights,  and  other  rights  in  works of  authorship  (including
registered and  unregistered  copyrights and  unpublished  works of authorship),
trade secrets, and all other forms of intellectual  property in existence on the
Effective Date;

1.8.  "Object   Code"   means   computer  programs  assembled   or  compiled  in
magnetic or electronic  binary form,  which are readable and usable by machines,
but   not    generally    readable   by   humans    without    reverse-assembly,
reverse-compiling, or reverse engineering.

1.9. "Revision"   means  any  modification,  improvement,  enhancement,  update,
upgrade, or other change made to the Software by or on behalf of Descartes,  but
only to the extent that  Descartes,  in its sole  discretion,  makes such change
generally available for commercial distribution;

1.10.  "Software"  means  Descartes  Software  and  Third  Party Software,  each
provided solely in Object Code form;

1.11.  "Source Code" means computer programs written in higher-level programming
languages.  Source  Code  is intelligible  to  trained  programmers  and  may be
translated  to Object  Code for  operation on  computer  equipment  through  the
process of compiling.

1.12. "Subsidiary"  means  a corporation  in  which Customer  holds greater than
fifty percent (50%) of the outstanding voting securities;


1.13. "Third Party Licensors" means those third parties identified in Appendix 1
who have granted to Descartes the right to sublicense  certain  rights in and to
the Third Party  Software;

1.14.  "Third Party  Software" means the proprietary
software and  proprietary  data of a party other than Descartes as identified on
Appendix 1 as Third Party  Software;  and 1.15.  "Use"  means to load,  execute,
employ,  utilize, store, or display the Software for internal business purposes,
and not for  redistribution,  remarketing,  or third party  service  use. Use is
deemed to occur where any such process  occurs and at any  computer  terminal or
workstation that initiates or is activated by any such process.

2. LICENSE.

2.1. License Grant.  Subject  to the  terms and  conditions of  this  Agreement,
Descartes  hereby grants and Customer  accepts under all  Intellectual  Property
Rights (other than trademarks)  owned by Descartes or to which Descartes has the
right  to  grant  licenses  without  payment  of  additional  consideration,   a
nonexclusive,  nontransferable  license to Use the Software for  Customer's  own
internal data processing only. Customer agrees that this license does not permit
Customer to loan, sub-license,  rent or otherwise make the Software available to
any third party except as expressly provided herein.

2.2.  Use  Restrictions.  Customer  agrees  to  install  the  Software  on   the
Designated  CPU(s)  only  at the  Designated  Site(s).  Customer  shall  Use the
Software  only  in  accordance  with  the   Documentation  and  subject  to  any
restrictions on Use as may be set out in Appendix 1.

2.3.  Copying.  Customer  may  make  one  copy  of  the  Software to be used for
archival  purposes and/or back-up  purposes  consistent  with Customer's  normal
periodic back-up procedures. Customer may not otherwise copy the Software except
as permitted by applicable law.  Subject to  availability,  Customer may request
additional copies of Documentation at Descartes' then current rates.

2.4. Transfers.  Customer  may  transfer the  Software  from a Designated CPU to
another CPU at a licensed  Designated Site upon prior written  authorization  by
Descartes and upon payment of Descartes' then applicable  administration fee for
such  transfer.  The Software must be promptly  deleted in its entirety from the
Designated  CPU and archival or backup copies for that  Designated CPU must also
be deleted.  Any further  transfer shall require an additional  written  consent
from Descartes.

2.5. CPU  Restrictions.  For  each  license  it has acquired,  Customer  may Use
one copy of the Software on the Designated  CPU. If the Designated CPU is acting
as a network  server,  any number of  computers  or  workstations  may access or
otherwise utilize the basic network services of that server;  however,  Customer
must  acquire  and  dedicate a license for each  separate  computer on which the
Software  is  installed  or run from the server such that the number of licensed
users as set out in Appendix 1 is not exceeded.

2.6.  Inability  to  Use.  If   Customer is  unable to  Use the  Software on the
Designated CPU because of conditions beyond its reasonable control, Customer may
temporarily  install and Use the  Software on  equivalent  equipment  until such
condition is corrected; provided that the temporary installation does not impair
Customer's ability to prevent  unlicensed access to or Use of the Software;  and
further  provided that Customer has given written notice to Descartes within two
business days of such installation.

2.7.  Reverse  Engineering.  Customer  is prohibited  from reverse  engineering,
disassembling  or decompiling the Software or otherwise  attempting to create or
generate  any  source  code  version  of any  part of the  Software,  except  as
permitted by applicable  law, and to the extent that  Descartes is not permitted
by such applicable law to exclude or limit such rights.  Information relating to
the Software  which is necessary to enable the  production of software  which is
interoperable or compatible with the Software or other software may be available
from Descartes upon written request.

2.8.  Subsidiaries.  Customer  shall  be  permitted  to  sublicense  the  rights
granted to Customer  under  Section  2.1 hereof to a  Subsidiary  provided  that
Customer  and  Subsidiary  enter  into an  agreement  with  Descartes  in a form
approved by Descartes and provided that the total  aggregate  number of licensed
users between  Customer and  Subsidiary (or  Subsidiaries)  shall not exceed the
number of licensed users as set out in Appendix 1.

2.9.  Additional  Users  or  Additional  Software.  Provided  that Customer  has
performed all of its obligations under this Agreement including, but not limited
to, the payment of all charges due, Customer may request licenses for additional
users of the  Software  or may request  licenses  for other  Descartes  software
products  upon  delivery of a written  purchase  request in the form required by
Descartes from time to time provided that Descartes  shall have no obligation to
accept such purchase request.  If Descartes  accepts such purchase request,  the
terms  and  conditions  of this  Agreement  shall,  unless  otherwise  expressly
provided in writing, apply to all software supplied thereunder.


3. PAYMENT

3.1.  License Fees. In  consideration of the license granted pursuant to Section
2.1 hereof,  Customer  shall pay to Descartes the license fees as set out in the
attached  Appendix  1 (the  "License  Fees")  on such  terms  set  out  therein.
Customer's  rights under Section 2.1 are contingent upon Customer's  performance
of its  obligations  under  this  Agreement,  including  but not  limited to the
payment of all charges  due,  and no right or license is granted by Descartes to
Customer except when and as such obligations are performed.

3.2. Taxes.  Customer shall be responsible  for all sales,  use, value added, or
other  taxes  payable  with  respect to the  Software,  or arising  out of or in
connection with this Agreement, other than Descartes' income taxes. If Descartes
pays such taxes on Customer's behalf, Customer agrees to reimburse Descartes for
such payment. If any tax in the nature of withholding tax is payable on any sums
payable to Descartes  under this  Agreement,  Customer  shall pay Descartes such
amount as is necessary to ensure that the net amount received by Descartes after
such withholding shall be equal to the amount originally due.

3.3.  Maintenance Fees.  Customer shall pay to Descartes the annual  maintenance
fees as set out in the  attached  Appendix  1 (the  "Maintenance  Fees") on such
terms set out  therein.  3.4.  Hardware.  If any  Hardware  is to be supplied by
Descartes to Customer under this  Agreement,  a list of such  Hardware,  and the
terms and conditions upon which it is supplied by Descartes to Customer, are set
out on Appendix 3. Without in any way limiting the  generality  of the terms and
conditions  set  out in  Appendix  3,  subject  to the  manufacturer's  warranty
provisions that accompany the Hardware,  the Hardware is provided to Customer by
Descartes on an "as is" basis without any warranties whatsoever.  3.5. Maps/Maps
Package.  If Customer is granted a license for certain maps and/or maps packages
as part of this  Agreement,  Customer  agrees that, in addition to the terms and
conditions  of  this  Agreement,  such  license  is  subject  to the  terms  and
conditions as set out in the Maps Package Addendum attached as Appendix 4.

4. WARRANTIES

4.1. Support and  Maintenance.  Upon payment of the Maintenance  Fees,  Customer
shall be  enrolled  in and  entitled  to receive  the  maintenance  and  support
services as set out in the Software Maintenance Program (the "SMP") described in
Appendix  2.  Customer  shall  be  automatically  re-enrolled  in  the  SMP  for
consecutive  twelve month periods on each  anniversary  of the Effective Date at
Descartes' then applicable fees therefore, unless written notice of cancellation
of its  participation  in the SMP has been delivered by Customer to Descartes no
later than thirty (30) days prior to the commencement of the renewal period.

4.2.  Year 2000  Compliance.  Descartes  warrants  that the  Descartes  Software
containing or calling on a calendar function including,  without limitation, any
function  index  to  a  CPU  clock  and  any  function  (including   appropriate
translation of century data received from  interfacing  applications)  providing
specific  dates or days for  calculating  spans of dates or days,  shall record,
store,  process,  provide and, where applicable,  insert true and accurate dates
for the dates and spans  including and after January 1, 2000 with  generally the
same  functionality  and data  integrity as delivered by the Descartes  Software
prior to December 31, 1999. The representations and warranties set forth in this
section  shall  survive  until  January  31, 2001 or until  termination  of this
agreement,  whichever is earlier.  Notwithstanding  anything contained herein to
the contrary, the representations and warranties set forth in this section shall
not apply to the Descartes  Software to the extent that the  Descartes  Software
has been combined with and/or interoperates with other software/firmware or data
that is not year 2000 compliant.  In the event that Descartes becomes aware that
the Descartes  Software does not comply with the foregoing  warranty,  Descartes
shall be  entitled  to remedy  any  breach of this  warranty  upon  delivery  to
Customer of a new release or patch that, following installation, would bring the
Descartes Software into compliance with this warranty.

4.3.  Manufacturer's  Warranties.  Descartes  hereby  assigns  to  Customer  all
manufacturers'  warranties  in respect of any Third  Party  Software or Hardware
that may be delivered as part of this Agreement or otherwise, to the extent that
such warranties are assignable.

4.4.  Disclaimer of Warranties.  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
DESCARTES  MAKES NO  REPRESENTATIONS,  WARRANTIES  OR  CONDITIONS  OF ANY  KIND,
EXPRESS OR IMPLIED  WITH  RESPECT TO THE  SOFTWARE OR ANY  HARDWARE  THAT MAY BE
DELIVERED AS PART OF THIS AGREEMENT OR OTHERWISE, AND TO THE EXTENT PERMITTED BY
APPLICABLE LAW,  SPECIFICALLY  DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE,  TITLE AND NON-INFRINGEMENT.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CUSTOMER ASSUMES THE ENTIRE RISK
AS TO THE RESULTS AND  PERFORMANCE  OF THE  SOFTWARE OR ANY  EQUIPMENT  RECEIVED
UNDER  THIS  AGREEMENT.  WITHOUT  LIMITING  THE  GENERALITY  OF  THE  FOREGOING,
DESCARTES  DOES NOT  REPRESENT  OR WARRANT  THAT THE  SOFTWARE OR HARDWARE  WILL
OPERATE UNINTERRUPTED OR THAT IT WILL BE FREE FROM DEFECTS OR ERRORS OR THAT THE
SOFTWARE IS DESIGNED TO MEET CUSTOMER'S BUSINESS REQUIREMENTS. IN NO EVENT SHALL
DESCARTES BE RESPONSIBLE FOR THE PREPARATION OR CONVERSION OF DATA INTO THE FORM
REQUIRED FOR USE WITH THE SOFTWARE OR ANY HARDWARE DELIVERED HEREUNDER.

5. LIMITATION OF LIABILITY.

5.1.  AGGREGATE  LIABILITY.  CUSTOMER  AGREES THAT,  TO THE EXTENT  PERMITTED BY
APPLICABLE  LAW,  ANY  LIABILITY  ON THE PART OF  DESCARTES  FOR  BREACH  OF ANY
PROVISION  OF THIS  AGREEMENT  OR ANY OTHER  BREACH  GIVING  RISE TO  LIABILITY,
INCLUDING  A BREACH OF A  CONDITION  OR  FUNDAMENTAL  TERM;  OR IN ANY OTHER WAY
ARISING  OUT OF OR  RELATED  TO  THIS  AGREEMENT  OR,  WITHOUT  LIMITATION,  THE
SOFTWARE;  FOR ANY  CAUSE OF ACTION  WHATSOEVER  AND  REGARDLESS  OF THE FORM OF
ACTION  (INCLUDING  BREACH OF  CONTRACT,  TORT,  OR ANY OTHER LEGAL OR EQUITABLE
THEORY),  SHALL BE LIMITED TO CUSTOMER'S  ACTUAL DIRECT DAMAGES IN AN AMOUNT NOT
TO EXCEED THE TOTAL  AMOUNT PAID TO  DESCARTES BY CUSTOMER IN RESPECT OF LICENSE
FEES UNDER THIS AGREEMENT.

5.2.  Consequential Damages. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER
NO  CIRCUMSTANCES  SHALL DESCARTES OR ITS LICENSORS BE LIABLE TO CUSTOMER OR ANY
OTHER PERSON, FIRM,  CORPORATION OR ENTITY FOR SPECIAL,  INCIDENTAL,  EXEMPLARY,
PUNITIVE,  MULTIPLE,  CONSEQUENTIAL,  OR INDIRECT  DAMAGES,  INCLUDING,  WITHOUT
LIMITATION,  DAMAGES FOR LOSS OF GOODWILL OR BUSINESS PROFITS,  LOSS OF REVENUE,
WORK  STOPPAGE,  DATA LOSS,  OR COMPUTER  FAILURE OR  MALFUNCTION,  WHETHER SUCH
DAMAGES ARE ALLEGED IN TORT,  CONTRACT OR OTHERWISE,  EVEN IF DESCARTES HAS BEEN
ADVISED OF THE  POSSIBILITY  OF SUCH DAMAGES.  CUSTOMER  AGREES THAT IN NO EVENT
WILL DESCARTES' DIRECTORS, OFFICERS, EMPLOYEES OR SHAREHOLDERS BE LIABLE FOR ANY
DAMAGES, INCLUDING DIRECT, INCIDENTAL,  ORDINARY, PUNITIVE, EXEMPLARY, INDIRECT,
SPECIAL,  CONSEQUENTIAL  OR ANY OTHER DAMAGES  ARISING OUT OF OR RELATED TO THIS
AGREEMENT.

5.3. Time for Commencement of Action.  NO ACTION AGAINST DESCARTES OR ANY OF ITS
DIRECTORS,  OFFICERS,  EMPLOYEES OR SHAREHOLDERS,  REGARDLESS OF FORM (INCLUDING
NEGLIGENCE), ARISING OUT OF ANY CLAIMED BREACH OF THIS AGREEMENT OR TRANSACTIONS
UNDER  THIS  AGREEMENT  OR IN ANY OTHER WAY  RELATED  TO THIS  AGREEMENT  MAY BE
BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.

6. INTELLECTUAL PROPERTY

6.1.  Ownership.  Descartes and its  licensors  shall have and retain all right,
title, and interest,  including any copyrights,  patents,  trade secrets,  moral
rights and other Intellectual Property Rights, in and to the Software including,
without limitation, any modifications, changes or additions to the Software.

6.2. Legends to be Produced. Customer shall include Descartes and its licensors'
copyright and other proprietary notices on any complete or partial copies of the
Software or any equipment  delivered  under this  Agreement in the same form and
location as the notice  appears on the original work. In no event shall any such
notices be removed.

7. INDEMNIFICATION

7.1. Descartes  Indemnification.  Descartes shall defend Customer, at Descartes'
expense,  from and against any claim brought by a third party  alleging that the
Descartes  Software infringes any (i) United States or Canadian patent issued as
of the Effective Date, (ii) United States or Canadian trademark issued as of the
Effective Date, (iii)  copyright,  or (iv) trade secret,  and shall,  subject to
Section 5.1 hereof,  indemnify  Customer  against all damages and costs assessed
against  Customer  that are payable as part of a final  judgment or  settlement.
Should the Descartes  Software  become,  or in  Descartes'  opinion be likely to
become,  the  subject of a claim of  infringement,  Descartes  may,  at its sole
option  and/or  election  use  reasonable  commercial  efforts to (a) obtain for
Customer  the right to continue  using the  Descartes  Software  pursuant to the
terms and conditions of this  Agreement,  or (b) replace or modify the Descartes
Software  so that it becomes  noninfringing  but  functionally  equivalent.  The
indemnification  obligation  of this  Section  7.1  shall not apply to any claim
arising out of (i) the combination of the Descartes Software with other products
not  claimed to be owned or  developed  by or on behalf of  Descartes,  (ii) the
modification  of the  Descartes  Software,  or any  part  thereof,  unless  such
modification was made by or for Descartes,  or (iii) any infringement  caused by
any action of Customer.

7.2. Customer Indemnification.  Except for those matters for which Descartes may
have an  indemnification  obligation  under Section 7.1 hereof,  Customer  shall
indemnify and hold harmless Descartes from and against any costs and liabilities
incurred  by  Descartes  resulting  from or arising  out of third  party  claims
brought against Descartes as a result of Customer's Use of the Software.

7.3. Notice of Indemnification. A party seeking indemnification pursuant to this
Section 7 (an Indemnified Party) from or against the assertion of any claim by a
third person (a Third Person  Assertion)  shall give prompt  notice to the party
from whom indemnification is sought (the Indemnifying Party); provided, however,
that failure to give prompt notice shall not relieve the  Indemnifying  Party of
any  liability  hereunder  (except  to the  extent  the  Indemnifying  Party has
suffered actual material prejudice by such failure).

7.4.  Assumption  of Defense.  Within  twenty (20)  business  days of receipt of
notice  from  the  Indemnified  Party  pursuant  to  Section  7.3  hereof,   the
Indemnifying  Party shall have the right  exercisable  by written  notice to the
Indemnified  Party,  to assume the defense of a Third Person  Assertion.  If the
Indemnifying  Party  assumes such  defense,  the  Indemnifying  Party may select
counsel, which shall be reasonably acceptable to the Indemnified Party.

7.5.  Failure  to  Defend.  If the  Indemnifying  Party (a) does not  assume the
defense of any Third Person Assertion in accordance with Section 7.4 hereof;  or
(b) having so assumed such defense,  unreasonably  fails to defend  against such
Third  Person  Assertion,  then,  upon twenty (20) days'  written  notice to the
Indemnifying  Party, the Indemnified  Party may assume the defense of such Third
Person  Assertion.  In such event, the Indemnified Party shall be entitled under
this Section 7 as part of its damages to  indemnification  for the costs of such
defense.

7.6.  Conflicts of Interest.  If the Indemnifying  Party has been advised by the
written  opinion of counsel  to the  Indemnified  Party that the use of the same
counsel to represent both the Indemnified Party and the Indemnifying Party would
present a conflict of interest,  then the  Indemnified  Party may select its own
counsel to represent the Indemnified  Party in the defense of the matter and the
costs of such defense shall be borne by the Indemnifying Party. The Indemnifying
Party shall be entitled  to  continue to handle its own  representation  in such
matter through its own counsel.

7.7.  Settlement.  The party controlling the defense of a Third Person Assertion
shall have the right to consent to the entry of  judgment  with  respect  to, or
otherwise settle,  such Third Person Assertion with the prior written consent of
the other party, which consent shall not be unreasonably withheld.

7.8.  Participation.  Notwithstanding  the  assumption of the defense of a Third
Person  Assertion by either party in  accordance  with this Section 7, the other
party shall agree to cooperate,  as necessary,  in the defense or prosecution of
any Third  Party  Assertion  and shall be entitled  to  participate,  at its own
expense,  in the  defense or  settlement  of any Third  Person  Assertion.  7.9.
Descartes Duty to Indemnify Customer. THE PROVISIONS OF THIS SECTION 7 STATE THE
SOLE,  EXCLUSIVE,  AND ENTIRE  LIABILITY  OF  DESCARTES,  AND ITS  LICENSORS  TO
CUSTOMER AND CUSTOMER'S  SOLE REMEDY WITH RESPECT TO THE  INFRINGEMENT  OF THIRD
PARTY INTELLECTUAL PROPERTY RIGHTS.

8. CONFIDENTIALITY

8.1. Non-Disclosure.  Customer and Descartes each agree to treat as confidential
all Confidential  Information of the other party,  not to use such  Confidential
Information  except as set forth  herein and not to disclose  such  Confidential
Information to any third party except as may be reasonably  required pursuant to
this Agreement and subject to confidentiality obligations at least as protective
as those set forth herein.  Without  limiting the  generality of the  foregoing,
each of the parties  shall use at least the same degree of care which it uses to
prevent the disclosure of its own confidential information of like importance to
prevent the disclosure of Confidential  Information disclosed to it by the other
party  under this  Agreement,  provided,  however,  that in no event  shall such
degree of care be less than  reasonable in light of general  industry  practice.
Notwithstanding the foregoing,  neither party hereto shall have liability to the
other with regard to any Confidential  Information of the other which (i) was in
the public  domain at the time it was  disclosed or becomes in the public domain
through  no  fault of the  receiver;  (ii) was  known to the  receiver,  without
restriction,  at the time of disclosure as shown by the files of the receiver in
existence at the time of  disclosure;  (iii) is disclosed with the prior written
approval of the  discloser;  (iv) was  independently  developed  by the receiver
without  any use of the  Confidential  Information;  (v)  becomes  known  to the
receiver, without restriction,  from a source other than the discloser,  without
breach of this Agreement by receiver; or (vi) is disclosed pursuant to the order
or requirement of a court,  administrative  agency, or other  governmental body,
provided,  however,  that the receiver  shall provide  prompt notice  thereof to
enable the  discloser  to seek a  protective  order to  otherwise  prevent  such
disclosure.

8.2.  Protective  Measures.  Customer  and  Descartes  each  agree  to  use  all
reasonable efforts, including,  without limitation, the execution of proprietary
non-disclosure agreements by employees and subcontractors,  to ensure compliance
with  the   provisions  of  Section  8.1  above  by  its  officers,   employees,
subcontractors   and  any  third  party  having   access  to  the   Confidential
Information.

8.3.  Irreparable  Harm.  Customer  and  Descartes  each  acknowledge  that  any
disclosure to third parties of Confidential  Information may cause immediate and
irreparable harm to the other.

9. TERMINATION.

9.1. Term.  This Agreement  shall become  effective upon the Effective Date, and
shall  remain in force until  terminated  as provided  in this  Agreement.

9.2.  Termination of this Agreement.  This Agreement,  including the SMP, may be
terminated  by either party if there is a material  breach of any  provisions of
this Agreement  which  continues  unremedied for a period of ten (10) days after
the party  terminating  has given  written  notice  of its  intent to  terminate
together  with  details of the material  breach,  provided,  however,  that this
Agreement may be terminated immediately upon delivery of written notice (without
a cure period) in the event of a breach of Sections  2.1,  2.2, 2.3, 2.4, 2.5 or
2.7 hereof.

9.3.  Termination  by  Descartes.  This  Agreement,  including  the SMP,  may be
terminated  by Descartes  upon written  notice if Customer  provides  materially
false or incorrect information in conjunction with this Agreement,  any Customer
application  form or any Customer  credit  application  on the date submitted to
Descartes.

9.4. Copies.  Upon termination  of  this  Agreement, Customer  shall immediately
discontinue  Use of and  destroy or return to  Descartes  the  Software  and any
archival or back-up copy of the Software.

9.5.  Survival.  Notwithstanding   any   expiration   or   termination  of  this
Agreement for any reason, Sections, 1, 3, 4, 5, 6, 7, 8, 9.5 and 10 hereof shall
survive such expiration or termination.

10. GENERAL

10.1. Audit Right. During normal business hours and at any time during which the
Software  is being  utilized,  Descartes  or its  authorized  representative  or
licensors,  shall have the right,  upon reasonable  advance notice, to audit and
inspect  Customer's  utilization of the Software,  in order to verify compliance
with the terms and conditions of this Agreement.

10.2.  Collection  Expenses.  Customer agrees to reimburse Descartes for any and
all collection  related expenses  incurred by Descartes in the collection of any
amounts  owed  to  Descartes  pursuant  to  this  Agreement  including,  without
limitation, license fees and maintenance fees and taxes thereon.

10.3.  Agreement Binding.  Subject to Section 10.19 hereof, this Agreement shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective  successors  and permitted  assigns.

10.4. Entire Agreement.  This Agreement constitutes the entire agreement between
the parties  regarding its subject matter and  supersedes  all prior  proposals,
agreements  and  understandings  between the  parties,  whether oral or written.
Unless made in writing and executed by duly authorized  representatives  of both
parties to this  Agreement,  no amendments or  modifications  to this  Agreement
shall be binding and except as  provided  for in Section 2.9 hereof the terms of
any purchase  order or other  document  submitted by Customer to Descartes  from
time to time  shall  be of no  force  or  effect  to the  extent  that  they are
inconsistent with the terms of this Agreement.

10.5. Appendices. The appendices and schedules referred to in this Agreement and
attached  hereto are  incorporated  herein to the same extent as if set forth in
full in this Agreement.  In the event of any inconsistency  between any appendix
or schedule and the main body of this Agreement, the terms and conditions of the
main body shall prevail unless otherwise  expressly  provided to the contrary in
such appendix or schedule.

10.6.  Construction.  Each provision of this  Agreement  shall be interpreted in
such a manner as to be  effective  and valid under  applicable  law,  but if any
provision of this Agreement shall be prohibited or invalid, such provision shall
be  ineffective  only to the extent of such  prohibition or invalidity and shall
not invalidate  the remainder of such  provision or the remaining  provisions of
this Agreement in that or other jurisdictions which provisions shall continue in
full force and effect.

10.7.  Waiver.  Neither party hereto shall, by mere lapse of time without giving
notice or taking other action hereunder,  be deemed to have waived any breach by
the other party of any provision of this  Agreement.  Failure by either party to
enforce  any term of this  Agreement  shall  not be  deemed a waiver  of  future
enforcement of that or any other term in this Agreement.

10.8.  Multiple  Counterparts.  This  Agreement  may  be  executed  in   several
counterparts,  all of which taken together shall constitute one single Agreement
between the parties.

10.9. Execution by Facsimile. Execution and delivery of a facsimile transmission
of this Agreement shall constitute, for purposes of this Agreement,  delivery of
an executed original and shall be binding upon the party whose signature appears
on the transmitted copy. Any party so executing this Agreement hereby undertakes
to  originally-execute  and  deliver  to the other  party  hereto a copy of this
Agreement as soon as possible after execution by facsimile.

10.10.  Compliance  With Law.  Each party  agrees to comply with all  applicable
laws, regulations,  and ordinances relating to its performance hereunder.

10.11. Notice. Any notices,  demands and other communications hereunder shall be
in writing and shall be delivered in person, mailed by first class mail, postage
prepaid  (registered  or  certified  to the  extent  available,  and  airmail if
overseas),  couriered overnight, or sent by telecopy to the party to receive the
notice at the applicable address, set out on Appendix 1 or at such other address
as may be designated in writing by the receiving  party.  All such notices shall
be effective upon receipt.

10.12.  Dispute  Resolution.  Except for the right of either party to apply to a
court of competent  jurisdiction  for interim or  interlocutory  relief or other
provisional remedy to prevent irreparable harm pending final determination or to
pursue a claim for infringement of any intellectual  property right, any dispute
or controversy  between the parties arising out of or relating to this Agreement
(each,  a "Dispute")  shall be resolved by good faith  negotiations  between the
parties  which  negotiations  shall not  terminate  until the  Dispute  has been
considered  by a senior  officer of each  party.  If such  negotiations  fail to
produce  a  resolution  to the  Dispute,  the  Dispute  shall be  determined  by
arbitration  before a single  arbitrator  pursuant to the Arbitration  Act, 1991
(Ontario).  The  award  rendered  by the  arbitrator  shall be  final,  binding,
conclusive and not subject to appeal.  The prevailing party shall be entitled as
part of the arbitration  award to the reasonable  costs and expenses  (including
legal fees) of investigation,  preparing and pursuing such claim or defence, and
the party enforcing an award shall be entitled to reasonable  costs and expenses
(including legal fees) incurred in connection therewith.

10.13.  Personnel.  Customer  for itself and all  companies  associated  with or
related to Customer  agrees not to solicit or, without the express prior written
consent of Descartes (which may be arbitrarily  withheld),  employ any personnel
of Descartes (or of any  subsidiary or affiliated  company of Descartes)  during
the  term of this  Agreement,  and  for a  period  of two  years  following  any
expiration or termination of this Agreement.

10.14.  Third  Party  Beneficiaries.  Customer  acknowledges  that the  Software
contains  software,  computer  programs and proprietary  data of the Third Party
Licensors.  In addition to any other limitations or restrictions set out in this
Agreement,  the Third  Party  Licensors  shall not be  liable  for any  damages,
whether direct,  indirect,  incidental or consequential  arising from the use of
the Software.  Customer  agrees that prior to delivery of any of the Third Party
Software, Customer shall enter into any further agreements which may be required
by a Third Party Licensor and Customer specifically  acknowledges that the Third
Party Licensors shall be third party beneficiaries of this Agreement.

10.15.  Export.  Customer agrees to comply with all domestic,  foreign and local
export laws and  regulations  applicable  to the Software  should such export be
permitted under this Agreement.

10.16.  Inherently  Dangerous  Applications.  THE  SOFTWARE IS NOT  SPECIFICALLY
DEVELOPED OR LICENSED FOR USE IN ANY NUCLEAR,  AVIATION, MASS TRANSIT OR MEDICAL
APPLICATION  WHERE THE  FAILURE  OF THE  SOFTWARE  COULD  RESULT IN  SIGNIFICANT
INJURIES INCLUDING  POSSIBLE LOSS OF LIFE, OR IN ANY OTHER INHERENTLY  DANGEROUS
APPLICATIONS.  CUSTOMER  AGREES THAT NEITHER  DESCARTES NOR ANY OF ITS LICENSORS
SHALL BE LIABLE FOR ANY CLAIMS OR DAMAGES  ARISING FROM SUCH USE OF THE SOFTWARE
IF CUSTOMER USES THE SOFTWARE FOR SUCH INHERENTLY DANGEROUS APPLICATIONS.

10.17.  Government  Departments.  In the event that  Customer is a  governmental
entity,  only those  departments or agencies listed in this Agreement shall have
the  right  to  use  the  Descartes  Software  and  Documentation.  Governmental
departments  or agencies not listed must have a separate  license  agreement and
pay additional license fees.

10.18. U.S.  Government  Users.  The Descartes  Software and  Documentation  are
"commercial  items" as that term is defined in 48 C.F.R.  2.101  (October  1995)
consisting of "commercial  computer software" and "commercial  computer software
documentation"  as such  terms are used in 48 C.F.R.  12.212  (September  1995).
Consistent with 48 C.F.R. 12.212 and C.F.R.  227.7202-1 through 227.7202-4 (June
1995), if the licensee  hereunder is the federal government of the United States
of America or any agency or  department  thereof,  the  Descartes  Software  and
Documentation are licensed hereunder (i) only as commercial items, and (ii) with
only those rights as are granted to others  pursuant to the terms and conditions
of this Agreement.

10.19.  Assignment.  Customer  may not,  without  the prior  written  consent of
Descartes  and  payment  of any  applicable  administrative  fee  in  connection
therewith,  assign  or  transfer  this  Agreement  or  any  obligation  incurred
hereunder, including without limitation by change of effective voting control of
Customer, merger, reorganization, consolidation, or sale of all or substantially
all of  Customer's  assets  and any  attempt to do so in  contravention  of this
Section 10.19 shall be void and of no force and effect. Nothing contained herein
shall prevent  Descartes  from assigning or  transferring  this Agreement to any
party who has the right to grant the licenses provided for herein and has agreed
to assume the obligations of Descartes hereunder.

10.20. Acknowledgment.  Customer publications in which the Descartes Software is
implicitly or explicitly  mentioned  shall  include an  acknowledgment  that the
Descartes Software "is a proprietary  software product licensed by The Descartes
Systems Group Inc. or its Subsidiaries". In addition, Customer agrees to provide
Descartes with a copy of the proposed publication not less than 10 days prior to
the publication thereof.

10.21. Announcements.  Unless otherwise required by applicable securities law or
regulation,  no announcement  shall be made by either party with respect to this
Agreement  unless in a form  mutually  agreed to by both  parties  in writing in
advance. Customer acknowledges that Descartes is a publicly traded company which
is  required by law to  disclose  all  transactions  which it  determines  to be
material  to its  business  and shall,  upon  providing a copy to  Customer,  be
entitled to issue a press release in respect of the transaction  contemplated by
this Agreement if Descartes  determines that such transaction is material to its
business.

10.22.  Governing Law. This Agreement  shall be governed by and construed  under
the laws of the Province of Ontario, including applicable Canadian federal laws,
without  reference to its  conflicts of law  principles  and the parties  hereby
submit to the sole and exclusive  jurisdiction  of the courts of the Province of
Ontario for all matters under this  Agreement  that may be properly  resolved by
judicial  decision.   The  parties  specifically  disclaim  the  United  Nations
Convention on Contracts for the International Sale of Goods.

10.23. Further Assurances. The parties hereto shall with reasonable diligence do
all such things and provide all such reasonable assurances as may be required to
consummate the transactions  contemplated  hereby,  and each party shall provide
such  further  documents  or  instruments  required by any other party as may be
reasonably  necessary or desirable to effect the purpose of this  Agreement  and
carry out its provisions.

10.24. English Language Provision.  The parties acknowledge having required that
this Agreement and all documents, notices and judicial proceedings entered into,
given or instituted  pursuant hereto, or relating directly or indirectly hereto,
be drawn up in English.


IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date by their duly authorized representatives as set forth below.

THE DESCARTES SYSTEMS GROUP INC.                     LAZYGROCER.COM INC.


Per:  _________________________           Per:__________________________________

Name:                                     Name:

Title:                                    Title: