RAINBOW COMMUNICATIONS, INC. AGREEMENT


     This Rainbow  Communications,  Inc.  Agreement (the "Agreement") is entered
into on this 14th day of April,  2000, between Rainbow  Communications,  Inc., a
Florida   corporation   ("RAINBOW"),   and  LazyGrocer.com   Corp.,  a  Canadian
Corporation ("Client").

     Whereas,  RAINBOW  is  in  the  business  of  planning,   developing,   and
implementing  advertising,  marketing and promotional campaigns for corporations
and other business entities ("Advertising and Promotional Services");

     Whereas,  the Client desires to retain  RAINBOW to provide the  Advertising
and Promotional  Services,  and RAINBOW desires to provide such  Advertising and
Promotional  Services  to  Client,  pursuant  to  the  terms,  conditions,   and
provisions contained in this Agreement;

     Now,  therefore,  in consideration of the mutual promises  contained herein
and other good and valuable  consideration  the receipt and sufficiency of which
are hereby  acknowledged,  the parties  hereto,  intending  to be legally  bound
hereby, agree as follows:

     1.  Advertising and Promotional  Services.  Subject to Client's  compliance
with each of the  representations,  warranties and covenants and agreements made
by Client in this Agreement, RAINBOW agrees to provide to Client the Advertising
and  Promotional  Services  identified on Exhibit A which is attached hereto and
incorporated  herein by  reference,  for the period  commencing on the latter of
(the "Effective Date") the date that this Agreement is executed and delivered by
Client or the date that RAINBOW  receives payment of its fees as herein provided
and expiring on the 730th day following the effective date of the Agreement (the
"Term").

     2. Obligations and  Responsibilities  of Client.  As of the date hereof and
during the Term of this Agreement, Client agrees as follows.

     1. Representations and Warranties.

Client represents and warrants to RAINBOW that:

     (1) Organization.  Client is a corporation duly organized, validly existing
and in good standing under the laws of the Canada of its  corporation  and it is
duly qualified to do business as a foreign  corporation in each  jurisdiction in
which it owns or leases property or engages in business.

     (2) Formal Action.  Client has the corporate power and authority to execute
and deliver this Agreement and to perform each of its obligations  hereunder and
this Agreement has been duly approved by Client's Board of Directors.

     (3) Valid and Binding Agreement.  This Agreement has been duly executed and
delivered  by  Client  and  is  the  valid  and  binding  obligation  of  Client
enforceable against it in accordance with its terms.

     (4) No Violation. The execution, delivery and performance of this Agreement
does not and will not violate any  provisions of the charter or bylaws of Client
or any agreement to which Client is a party or any  applicable law or regulation
or order or decree of any  court,  arbitrator  or  agency of  government  and no
action of, or filing  with,  any  governmental  or public body or  authority  is
required in  connection  with the  execution,  delivery or  performance  of this
Agreement.

     (5)  Litigation.  No  action,  suit or  proceeding  is  pending  against or
affecting the Client or any of its  properties  before any court,  arbitrator of
governmental  body or  administrative  agency  and  none of the  persons  owning
beneficially or of record more than 10% of the outstanding  capital stock of the
Client or any of the  directors  or officers of Client is a party to any action,
suit or proceeding  before any federal or state court,  arbitrator  governmental
body or  administrative  agency (other than routine  traffic  violations) and no
such person has been a party to any such proceedings for more than the past five
years.

     (6) Accuracy of Information. The information furnished by Client to RAINBOW
regarding the business,  operations,  financial  condition,  including financial
statements,  business plans and biographical  information regarding the Client's
directors and officers  (collectively  referred to as the "Information Package")
is complete  and  accurate  in all  material  respects  and does not contain any
untrue  statement of a material fact or omit to state any material fact required
to be stated  therein or necessary in order to make the statements  therein,  in
light of the circumstances under which there were made not misleading.

     2. Covenants and Agreements.

         Client covenants and agrees to comply with the following covenants:

     (1) Client  Certification.  Client  acknowledges that it is responsible for
the  accuracy  and  completeness  of the  Information  Package and for all other
information  furnished to RAINBOW and for the accuracy and  completeness  of the
contents of all materials prepared by RAINBOW for and on behalf of Client, which
are approved by Client.  The Client hereby designates the individuals  listed on
Exhibit B  attached  hereto and  incorporated  herein by  reference  as the duly
authorized  representatives  of Client for purposes of certifying to RAINBOW the
accuracy of all documents, advertisements or other materials prepared by RAINBOW
for and on behalf of Client.  The Client  agrees to promptly  advise  RAINBOW in
writing within five (5) business days, of any condition,  event, circumstance or
act that would constitute a material adverse change in the business, properties,
financial  condition or business prospects of the Client or which would make any
of the  information  contained  in the  Information  Package  or in any  report,
advertorial  or other  document  prepared by RAINBOW for and on behalf of Client
misleading  in any material  respect.  Client hereby agrees that RAINBOW and its
directors,  officers,  agents and employees may rely on the Information  Package
and on all  other  information  furnished  by  Client,  and on  each  and  every
certificate provided by an authorized representative of Client, until RAINBOW is
advised  in  writing  by  an  authorized   representative  of  Client  that  the
information  previously  furnished to RAINBOW is inaccurate or incomplete in any
material respect.  Client  acknowledges that RAINBOW shall have no obligation to
provide services  hereunder until it has received a written  certificate from an
authorized  representative  of Client as follows:  RAINBOW  shall  prepare proof
and/or  tapes  of  all  agreed  upon  materials  and  information,  as  set  for
dissemination,   for  the  Client's  review  and  approval  prior  to  any  such
dissemination,  and Client  shall sign and return  such  materials  marking  all
corrections   and  changes  that  the  Client   believes   appropriate.   Client
acknowledges  that  RAINBOW  will  make  moral   representation   based  on  the
information furnished hereunder and the Client authorizes such representations.

     (2) Books and Records.  Client  shall  maintain  true and  complete  books,
records  and  accounts in which true and  correct  entries  shall be made of its
transactions  in  accordance  with  generally  accepted  accounting   principles
consistently applied ("GAAP"). GAAP refers to the American set of provisions.

     (3)  Financial and Other  Information.  Client agrees to furnish to RAINBOW
the following information:

(i) Annual Financial Statements. As soon as practicable,  and in any even within
90 days after the close of the Client's fiscal year, annual financial statements
including a balance sheet, an income statement, a statement of cash flows, and a
statement of stockholder's  equity, and all notes thereto prepared in accordance
with GAAP and audited by an independent certified public accountant.

(ii) Quarterly Financial  Statements.  As soon as practicable,  and in any event
within  45 days  after  the  end of each  fiscal  quarter,  quarterly  financial
statements,  including a balance  sheet,  a quarterly  and  year-to-date  income
statement,  a statement of cash flows, and a statement of stockholder's  equity,
prepared by Client in accordance  with GAAP and certified by the chief financial
officer and chief executive officer of Client as fairly  presenting,  subject to
normal year-end audit adjustments, the Client's financial position as of and for
the period indicated.

     (4) RAINBOW Reliance on Client's Full Disclosure.  Client will provide,  or
cause to be provided,  to RAINBOW all financial and other information  requested
by RAINBOW for the purpose of rendering its services pursuant to this Agreement.
Client  recognizes  and  confirms  that  RAINBOW  will use such  information  in
performing the services  contemplated  by this Agreement  without  independently
verifying such  information and that RAINBOW does not assume any  responsibility
for the accuracy of completeness of such information. The persons executing this
Agreement on behalf of Client  certify that there is no fact known to them which
materially  adversely  affects or may (so far as the Client's senior  management
can  now  reasonably   foresee)   materially   adversely  affect  the  business,
properties,   condition   (financial  or  other)  or   operations   (present  or
prospective)  of the  Client  which  has not been  set  forth  in  written  form
delivered by Client to RAINBOW.  The persons  executing this Agreement on behalf
of Client agree to keep RAINBOW promptly informed of any facts hereafter know to
Client which materially  adversely affects or may (so far as the Client's senior
management can now reasonably foresee) materially adversely affect the business,
properties,   condition   (financial  or  other)  or   operations   (present  or
prospective) of Client.

     (5) Legal  Representation.  Client acknowledges and agrees that it has been
and will continue to be,  represented by legal counsel  experienced in corporate
and securities laws and Client  acknowledges  that it had been advised as to the
obligations  imposed on it  pursuant to such laws and  understands  that it will
have the  obligation and  responsibility  to see that all such laws are complied
with at all times during the Term of the Agreement.

     3.  Compensation.  In  consideration  of the  Advertising  and  Promotional
Services  to  be  performed  by  RAINBOW  hereunder,  Client  hereby  agrees  to
compensate  RAINBOW in the manner and in the amount specified in Exhibit C which
is attached hereto and incorporated  herein by reference thereto. In addition to
the  compensation  to be paid to RAINBOW as provided in Exhibit C, Client  shall
reimburse  RAINBOW  promptly after a written  request  therefore  accompanied by
appropriate documentation,  for all reasonable out-of-pocket expenses (including
reasonable  fees and  disbursements  of RAINBOW's  counsel,  if any) incurred in
connection  with  providing  services  hereunder  or to the extent  provided  in
Exhibit C.

     4. Indemnity.  Client  acknowledges that it is responsible for the accuracy
of the Information Package and all other information provided to RAINBOW and for
the contents of all materials,  advertorials and other  information  prepared by
RAINBOW for and on behalf of Client and  approved  by Client as provided  herein
and Client agrees to indemnify  RAINBOW in accordance  with the  Indemnification
Agreement  set forth in  Exhibit D, which is  attached  hereto and  incorporated
herein by reference.

     5. Relationship of the Parties. This agreement provides for the
providing  of  marketing,  promotional  and  advertising  services by RAINBOW to
Client  and the  provisions  herein for  compliance  with  financial  covenants,
delivery of financial statements, and similar provisions are intended solely for
the  benefit of RAINBOW to provide it with  information  on which it may rely in
providing  services  hereunder and nothing  contained in this Agreement shall be
construed as permitting or obligation  RAINBOW to act as a financial or business
advisor  or  consultant  to  Client,  as  permitting  or  obligation  RAINBOW to
participate in the management of client's business,  as creating or imposing any
fiduciary  obligation  on the part of RAINBOW with respect to the  provisions of
services  hereunder and RAINBOW shall have no such duty or obligation to client,
as  providing  or  counseling  Client as to the  compliance  by Client  with any
federal or state  securities or other laws effecting the services to be provided
hereunder,  or as creating  any joint  venture,  agency,  or other  relationship
between the parties other then as  explicitly  and  specifically  stated in this
Agreement. The Client acknowledges that it has had the opportunity to obtain the
advice  of  experienced  counsel  of its own  choosing  in  connection  with the
negotiation and execution of the Agreement,  the provision of services hereunder
and with respect to all matters contained herein, including, without limitation,
the provisions of Section 45 hereof.

     6. Survival of Certain Provisions. The Client's obligations to pay the fees
and expenses of RAINBOW  pursuant to Section 3 of this  Agreement  and to comply
with the indemnification provisions pursuant to Section 4 shall remain operative
and in full force and effect regardless of any termination of this Agreement and
shall be binding  upon,  and shall inure to the benefit of,  RAINBOW and, in the
case of the  indemnity  agreement,  the persons,  agents,  employees,  officers,
directors and controlling persons referred to in the Indemnification  Agreement,
and their respective successors and assigns and heirs, and no other person shall
acquire or have any right under or by virtue of this Agreement. All amounts paid
or required to be paid under Sections 3 and 4 of this  Agreement  shall be fully
earned on the Effective Date of this Agreement notwithstanding prior termination
of this Agreement.

     7.  Termination.  RAINBOW  shall  have the  right in its sole and  absolute
discretion  to terminate its  obligations  hereunder  and to  immediately  cease
providing  Advertising  and Promotional  Services  pursuant to this Agreement if
RAINBOW,  in  the  exercise  of  its  reasonable  judgment,  believes  that  the
representations  and warranties  made by Client  hereunder are inaccurate in any
material  respect of if Client  breaches  any of its  covenants  and  agreements
contained   herein  or  if  any   federal  or  state   governmental   agency  or
instrumentality institutes an investigation or suit against Client or pertaining
to the  services  hereunder.  Client  shall  have  the  right to  terminate  the
Agreement in the event of  bankruptcy,  receivership  or change in ownership and
control of RAINBOW.

     8.  Non-Solicitation  Covenant.  Client agrees that it will not directly or
indirectly  during the term of the  Agreement or for three years  following  the
termination   or   expiration  of  this   Agreement,   wither   voluntarily   or
involuntarily,  for any reason whatsoever, recruit or hire or attempt to recruit
or hire any employee of RAINBOW or of any of its affiliates or subsidiaries,  or
otherwise induce any such employees to leave the employment of RAINBOW or of any
of its  affiliates or  subsidiaries  or to become an employee of or otherwise be
associated  with  Client  or any  affiliate  or  subsidiary  of  Client.  Client
acknowledges  that RAINBOW and its affiliates and  subsidiaries  have invested a
significant  amount of time,  energy  and  expertise  in the  training  of their
employees to be able to provide Advertising and Promotional  Services and Client
therefore  agrees that this covenant is reasonable and agrees that the breach of
such covenant is very likely to result in irreparable  injury to RAINBOW,  which
is unlikely to be adequately compensated by damages.  Accordingly,  in the event
of a breach or  threatened  breach by Client of the Section 8, RAINBOW  shall be
entitled to an injunction  restraining  Client and any affiliate,  subsidiary or
director or officer thereof from recruiting,  or hiring or attempting to recruit
or hire any employee of RAINBOW or of any  affiliate or  subsidiary  of RAINBOW.
Nothing herein shall be construed as prohibiting RAINBOW from pursuing any other
remedies  available to RAINBOW for such breach or threatened  breach,  including
recovery of damages  from Client.  The  undertakings  herein  shall  survive the
termination or cancellation of the Agreement for three years.

     9. Miscellaneous.

         A.     Governing  Law.  This Agreement shall be governed by the laws of
the  State of  Florida applicable  to contracts  executed and  performed  in the
Circuit Court,  Orange County,  in the State  of Florida  (without regard to the
principles of conflicts of laws.
         B.     Entire Agreement. This agreement and the Exhibits  hereto embody
the  entire agreement of  the parties with  respect to its subject matter. There
are  no restrictions, promises, referred herein.  This  Agreement supersedes all
prior agreements  and understandings  between the  parties with  respect to  its
subject matter.

         C.     Amendments to be in Writing.  This Agreement may be amended only
in a writing signed by all of the parties.

         D.     No Waivers  by Course of  Dealing;  Limited  Effect of  Waivers.
No  waiver shall  be effective  against  either party to  this Agreement  unless
it is in writing signed by that party.  Such party's  failure to insist upon the
strict performance of any provision of this Agreement,  or to exercise any right
or remedy available to RAINBOW, shall not constitute a waiver by either party of
such  provision.  No  specific  waiver  by such  party of any such  party of any
specific  breach of any provision of this  Agreement  shall operate as a general
waiver of the  provision or of any other breach of the  provision.  Client shall
have no right to cure an\t breach except as specifically  provided herein.  Upon
written  notification  to the other party that breach under this  Agreement  has
occurred,  the  breaching  party will have ten (10)  business  days to cure such
breach.  Beyond this period,  there shall be no right cure and the agreement may
be terminated at the option on the non-breaching party.

         E.      Counterparts.     This  Agreement  may  be executed in multiple
counterparts,  each of  which shall  be deemed  an  original,  but all  of which
together shall constitute one and the same instrument.

         F.      Cumulation  of  Rights  and  Remedies.  No  right or  remedy of
either  party  under  this  Agreement  is intended to  preclude any  other right
or remedy and every right and remedy  shall  coexist  with every other right and
remedy now or hereafter existing, whether by contract, at law, or in equity.

         G.      Successors  and  Assigns.  This  Agreement shall  inure to  the
benefit  of  and   be  binding  upon  the   parties  and  their  successors  and
assigns.  Neither  party  shall  have any right to assign  any of its  rights or
delegate any of its obligations or responsibilities  under this Agreement except
that RAINBOW may  subcontract  its  obligations  hereunder when necessary and as
otherwise expressly stated herein.

         H.      Payment of Fees and  Expenses on Enforcing  Agreement.  In  the
event  of any  dispute  between  the parties  arising out  of or related to this
Agreement or the interpretation  thereof, at the trial level or appellate level,
the prevailing party shall be entitles to recover from the non-prevailing  party
all costs and expenses,  including  reasonable fees and disbursements of counsel
which may be incurred in connection with such  proceeding,  without  limitation,
including any costs and expenses of experts,  witnesses,  depositions  and other
costs.

         I.      Notices.   Any  notice  or  other  communication   required  or
permitted to  be given hereunder  shall be  in writing,  and shall be  delivered
to the parties at the addresses  set forth below (or to such other  addresses as
the  parties  may  specify  by due  notice  to the  others).  Notices  or  other
communications  shall be effective when received at the recipient's location (or
when  delivered  to that  location  if  receipt  is  refused).  Notices or other
communications given by facsimile transmission shall be presumed received at the
time indicated in the recipient's  automatic  acknowledgement.  Notices or other
communications given by Federal Express or other recognized communications given
by certified mail, return receipt requested,  postage prepaid, shall be presumed
received 3 business days after the date of mailing.

                           Client:  LazyGrocer.com Corp.
                                    41 York Street, 3rd Floor
                                    Ottawa, ON       K1N 5S7
                                    Attn:  Pierre Bosse
                                    Fax:  613-241-7861
                                    Phone:  613-241-6195


                                    Rainbow Communications, Inc.
                                    1947 Lee Road
                                    Winter Park, Florida      32789
                                    Attn:
                                    Fax:  407-628-0807
                                    Phone:  407-628-5700



         J.       Headings. The headings in this  Agreement are  intended solely
for convenience of reference.  They shall be given no effect in the construction
or interpretation of this Agreement.

         K.       Severability.   The  invalidity  or  unenforceability  of  any
provision of this  Agreement shall  not impair the validity or enforceability of
any other provision.


         In Witness Whereof,  the parties have executed this Agreement as of the
date first above written.

Attest:                                        Client:  LazyGrocer.com Corp.


By:__________________                          By:___________________
   Gavin MacFarlane, Director                     Pierre Bosse, President


[Corporate Seal]


Attest:                                         Rainbow Communications, Inc.



By:__________________                          By:___________________
   Secretary                                      Roberto E. Veitia, President


[Corporate Seal]


<PAGE>




                                    EXHIBIT A

                      Advertising and Promotional Services

The Services to be provided are as follows:

A.                Growth  Industry  Report - A minimum of  four-page,  two-color
                  follow-up  mail pieces  designed  for  additional  information
                  purposes, that is mailed to respondents,  in addition to those
                  brokers  requesting said information.  A total of 202,000 will
                  be printed to satisfy  RAINBOW's  responsibility to the Client
                  will be at the Client's expense.

B.                The Lead  Distribution  Program - RAINBOW will contact  retail
                  brokers, market makers, and/or money managers and will arrange
                  a meeting between  representative of the Client and interested
                  retail brokers, market makers, and money managers,  which will
                  include  a show  and  tell  from  the  top  management  of the
                  "Client"  in  disseminating  information  to these  interested
                  parties.  The  aforementioned  may be  accomplished  by a Road
                  Show.

C.                Other Advertising and Promotional Services.

                  1.       Public  relations  exposure  to  newsletter  writers,
                           trade and financial publications. The Client shall be
                           totally  responsible  for all travel expenses for the
                           purpose of due  diligence  of the Client by financial
                           newsletter  writers and/or  brokers.  The Client will
                           have total  pre-approval  rights on these trips. Road
                           Show(s) -  Locations  to be  determined.  Client will
                           cover all expenses of Road Show(s).  Client will have
                           prior  approval of those  expenses.  RAINBOW  will be
                           responsible  for  RAINBOW's  own travel  expenses  to
                           support the show.

                  2.       Inclusion  as a  featured Lead Generator of the Month
                           in  Confidential Fax  Alert, a newsletter transmitted
                           by fax to over 5,000 Brokers.

                  3.       Preparation  of a  Broker  Bullet Sheet to be sent to
                           every broker who indicates an interest in the Client.

                  4.       Lead Tracking Summary maintained for all response
                           leads generated and provided to the "Client" monthly.

                  5.       Press  Releases - Up to four (4) press releases - the
                           first  Press  Release  shall  announce  the hiring of
                           RAINBOW by the  "Client";  with three Press  Releases
                           remaining  which may be extended at the option of the
                           "Client",  at the  Client's  expense,  at a  rate  of
                           $1,000.00  per  Press   Release.   RAINBOW  shall  be
                           mentioned as the Client's Public Relations firm.

                  6.       RAINBOW will distribute at its cost the due diligence
                           packages to all inquiring  brokers  only.  The Client
                           shall  supply  the   necessary   materials  for  this
                           package,  if  an  Arrow  Marketing  Contract  is  not
                           entered into. In the even an Arrow Marketing Contract
                           is not entered into, the Client will provide  RAINBOW
                           with 300  packages  or in the  alternative  provide a
                           master to RAINBOW  and  RAINBOW  will then charge the
                           Client for the cost of reproduction.

                  7.       RAINBOW targets a  minimum of 3%  return of qualified
                           investor leads specifically generated for the Client.

                  8.       Production of Due Diligence Folder (minimum 500) with
                           company Sector Report.

D.       Performance By Client.

                  1.       Client is required to do a  Standard & Poor's listing
                           at the Client's expense.

                  2.       Client  is required to provide  RAINBOW with all  S&P
                           listings on their attorney's stationary.

                  3.       Client will provide its  shareholder's  with  audited
                           financials on a yearly basis and unaudited financials
                           on a quarterly basis.

                  4.       Client agrees to send RAINBOW, DTC sheets on a weekly
                           basis.

                  5.       Client  agrees to  provide  RAINBOW  with a  complete
                           shareholders list on a semi-annual basis.

                  6.       Client  will  use  its  reasonable  best  efforts  to
                           register  or qualify  any  shares of common  stock of
                           Client under the  securities or blue sky laws of such
                           jurisdictions  as any  broker  or  market  maker  may
                           reasonably  request and do any and all other acts and
                           things   wchich  may  be   reasonably   necessary  or
                           advisable  to enable such  broker or market  maker to
                           consummate the disposition in such  jurisdictions  of
                           shares of common stock of Client,  provided  that the
                           Client will not be required to (1) qualify  generally
                           to do business in any jurisdiction where it would not
                           otherwise be required to qualify but for this Section
                           and  (2)  subject  itself  to  taxation  in any  such
                           jurisdictions  or (3)  consent to general  service of
                           process in any such jurisdiction.

         The parties  hereto by signing this Exhibit in the space provided below
         signify their agreement regarding the service to be provided by RAINBOW
         under the Agreement.


                                           Client:  LazyGrocer.com

                                           By:      ______________________
                                                    Pierre Bosse, President




                                           Rainbow Communications, Inc.

                                           By:      ______________________
                                                    Roberto E. Veitia, President



<PAGE>

                                    EXHIBIT B


         Client hereby  designates the following person or persons to act on its
         behalf for the purposes set forth in Section 2.2 (1) of the Agreement.



                                                   Gavin MacFarlane
         ----------------------                    -----------------------
         DIRECTOR (PLEASE SIGN)                    DIRECTOR (PLEASE PRINT)




                                                   Pierre Bosse
         ----------------------                    -----------------------
         PRESIDENT (PLEASE SIGN)                   PRESIDENT (PLEASE PRINT)




                                                   Ben Bjarnason
         ----------------------                    -----------------------
         VICE PRESIDENT (PLEASE SIGN)              VP of Marketing(PLEASE PRINT)




<PAGE>

                                    EXHIBIT C

                                  COMPENSATION


         1. Client  agrees to pay to RAINBOW  Five  Hundred  Thousand and 00/100
Dollars ($500,000) in cash on execution and delivery of the Agreement or, at the
option of Client,  to issue to RAINBOW  466,918 shares of Common Stock in Client
(the  "Shares"),  to be based  upon the  total  issued  upon  completion  of the
Companies  Reverse Merger/ or becoming a publicly  traded company,  which Shares
shall be duly and validly issued,  fully paid and nonassessable and shall not be
issued in violation of any preemptive right of any  stockholders of client.  The
Shares shall be issued in compliance  with the exemption  from the  registration
requirements  of the Securities Act of 1933 (the "Act") provided by Section 4(2)
of the  Act  and/or  pursuant  to  Rules  505 or 506 of the  General  Rules  and
Regulation and  Regulation  under the Securities Act of 1933, or free trading if
available.

         2.  Concurrently  with  payment of cash or the  issuance of the Shares,
Client  will  execute and deliver the  Registration  Rights  Agreement  attached
hereto as Exhibit E under  which the Client  agrees to  register  the Shares for
sale in  compliance  with the Act as  therein  provided  and to comply  with all
conditions  necessary  or required  to enable the Shares to be sold  pursuant to
Rule 144 of the General Rulers and Regulation under the Securities act of 1933.

         3. The Shares,  if any, to be issued to RAINBOW  shall be approved  for
issuance in accordance  with the rules and  regulations of any stock exchange on
which the  Shares  are  listed  for  trading  or by the NASDAQ if the shares are
listed  for  trading  thereon  and  shall  be  issued  in  compliance  with  all
appropriate federal or state governmental rules and regulations.

         4. Client  acknowledges  that the  consideration  to be paid to RAINBOW
shall be fully  earned on the date that  RAINBOW  commences  providing  services
under the  Agreement  except  that if either  party  terminates  this  Agreement
pursuant to the provisions  contained herein,  then the  consideration  shall be
prorated to the extent of performance with any remaining consideration reverting
back to the Client


         5. Client agrees to pay or reimburse  RAINBOW for all expenses  arising
out of or related to the provision of services by RAINBOW under the Agreement to
the extent  provided  in the  Agreement  and/or in  Exhibit A  thereto.  For all
expenses  exceeding  $500,000,  RAINBOW agrees to obtain  pre-approval  for such
expenditures from the Client.





         The parties  hereto by signing this Exhibit in the space provided below
signify their agreement to the compensation provisions contained herein.


                                            CLIENT:  LAZYGROCER.COM CORP.

                                            By:  _____________________________
                                                 Pierre Bosse, President





                                            RAINBOW COMMUNICATIONS, INC.

                                            By:   _____________________________
                                                  Roberto E. Veitia, President



<PAGE>


                                    EXHIBIT D

                                 INDEMNIFICATION


         This  indemnification  Agreement  constitutes  part  of  the  Corporate
Relations  Agreement (the Agreement) dated the 14th day of April,  2000, between
Client (as defined in the Agreement) and RAINBOW.

         Client acknowledges and agrees that if, in connection with the services
or  matter  that are the  subject  of or arise  out of such  Agreement,  RAINBOW
becomes involved (whether or not as a named party) in any action, claim or legal
proceeding (including any governmental inquiry or investigation),  Client agrees
to reimburse RAINBOW for its reasonable legal fees, disbursements of counsel and
other expenses (including the cost of investigation and preparation) as they are
incurred by RAINBOW.  Client also agrees to indemnify and hold RAINBOW  harmless
against  any  losses,  claims,  damages or  liabilities,  joint or  several,  as
incurred, to which RAINBOW may become subject in connection with the services or
mattes which arise out of the Agreement'  provided,  however,  that Client shall
not be liable  under this  Indemnification  Agreement  with respect to any loss,
claim,  the  foregoing  indemnity  in  respect  of any  loss,  claim,  damage or
liability to the extent that a court having  jurisdiction  shall have determined
by a final judgment that such loss, claim,  damage or liability is a consequence
of  intentional  or negligent  acts  committed by RAINBOW  without the knowledge
and/or  consent  of  Client.  In  the  even  that  the  foregoing  indemnity  is
unavailable by operation of law, then Client shall contribute to amounts paid or
payable by RAINBOW in respect of such losses,  claims,  damages, and liabilities
in the  proportion  that Client's  interest bears to RAINBOW's  interesting  the
matters  contemplated by the Agreement.  If, however, the allocation provided by
the  immediately  preceding  sentence is not the method of liability  allocation
under applicable law, or otherwise,  then Client shall contribute to such amount
paid or payable by RAINBOW in such  proportion as is  appropriate to reflect not
only such relative  interests but also the relative  fault of Client on the hone
hand,  and RAINBOW on the other hand in  connection  with the mattes as to which
such  losses,   claims,  damages  or  liabilities  relate  and  other  equitable
considerations.

         Promptly after RAINBOW's  receipt of notice of the  commencement of any
action or of any claim,  RAINBOW  will,  if a claim in respect  thereof is to be
made  against  Client  under  this  Indemnity  Agreement,  notify  Client of the
commencement  thereof.  In case any such action or claim is brought  against GP,
Client will be entitled to  participate  therein  and, to the extent that Client
may wish, to assume the defense thereof,  with counsel  satisfactory to RAINBOW.
After notice from Client to RAINBOW of Clients election to so assume the defense
thereof, Client will not be liable to RAINBOW for indemnification as provided in
the preceding  paragraph for any legal fees,  disbursements  of counsel or other
expenses  subsequently uncured by RAINBOW in connection with the defense thereof
other than reasonable costs of  investigation'  provided that RAINBOW shall have
the  right  to  employ  separate   counsel  if,  in  the  reasonable   costs  of
investigation'  provided  that RAINBOW  shall have the right to employ  separate
counsel if, in the reasonable judgment of RAINBOW's counsel, it is advisable for
RAINBOW to be represented by separate  counsel or if in the reasonable  judgment
of RAINBOW's  counsel,  Client is not vigorously and actively  defending against
any such claim or claims, and in either such event the reasonable legal fees and
disbursements of such separate counsel shall be paid by Client.

         The  foregoing  agreements  shall  apply  to  any  modification  of the
Agreement,  shall remain in full force and effect  following  the  completion or
termination of RAINBOW's  engagement under Agreement and shall be in addition to
any rights that RAINBOW may have in common law or otherwise.  The  agreements in
this Indemnification  Agreement shall extend to and inure to the benefit of each
control with RAINBOW and to RAINBOW's and to each such other person's respective
affiliates,  directors,  officers,  employees and agents.  This  Indemnification
Agreement shall be binding on any successor of Client.

         Client represents that the  Indemnification  Agreement contained herein
is the legal, valid, binding and enforceable  obligation of Client,  enforceable
against Client according to its terms.

         This  Indemnification  Agreement shall be governed by, and construed in
accordance  with, the laws of the State of Florida  without regard to principles
of conflicts of law, and the forum for  resolution  of legal and  interpretative
issues shall be the Federal District courts in the State of Florida.

         The parties  hereto by signing this Exhibit in the space provided below
signify their agreement to the indemnification provisions contained herein.


                                            Client:  LazyGrocer.com Corp.

                                            By:  _________________________
                                                 Pierre Bosse, President




                                            Rainbow Communications, Inc.

                                            By:  _________________________
                                                 Roberto E. Veitia, President



<PAGE>



                                    EXHIBIT E

                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (this  "Registration  Agreement") is
made and  entered  into as of April  14th,  2000 by and  between  Gulf  Atlantic
Communications, Inc., a Florida corporation (RAINBOW), and LazyGrocer.com Corp.,
a Canadian corporation (the Client).

         WHEREAS,  RAINBOW  concurrently with the exception of this Registration
Agreement is  acquiring  shares of the Client's  common stock  ("Common  Stock")
and/or options to purchase share of Common Stock; and

         Whereas, as a condition to such acquisition, the parties are willing to
enter into the agreements contained herein.

         NOW,  THEREFORE,  in  consideration  of the foregoing and of the mutual
covenants  and  agreements  set  forth  herein,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:

                  Section 1.  Definitions

         "Affiliate"  means, with respect to any Person, any other Person which,
directly or  indirectly,  controls,  is controlled by or is under common control
with such Person.

         "Agreement" means the Public Relations and Advertising  Agreement dated
as of the date of this Registration Agreement between RAINBOW and Client.

         "Client" is defined in the Preamble to this Registration Agreement.

         "Common  Stock"  is  defined  in  the  Recitals  to  this  Registration
Agreement.

         "RAINBOW" is defined in the Preamble to this Registration Agreement.

         "Holder" is defined in Section 2.1 hereof.

         "Lock-Up Period" is defined in Section 2.1 hereof.

         "Options" mean the Options issuable, in certain circumstances, pursuant
to the Agreement, which are exercisable for Common Stock.

         "Other Holders" is defined in Section 4.3 hereof.

         "Permitted Transfer" is defined in Section 2.2 hereof.

         "Person"  means  an  individual,  a  partnership,  a joint  venture,  a
corporation,  a trust,  an  unincorporated  organization  and  government or any
department or agency thereof.

         "Piggyback Notice" is defined in Section 4.1 hereof.

         "Piggyback Registration" is defined in Section 4.1 hereof.

         "Registrable  Securities"  means (i) the Common Stock issued to RAINBOW
pursuant to the Agreement,  (ii) any Common Stock issued to RAINBOW  pursuant to
the  exercise  of Options,  and (iii) any  securities  issued or  issuable  with
respect  to the  Common  Stock  referred  to in  clauses  (i) or  (ii) by way of
replacement,  share dividend, share split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization.

         "Registration   Agreement"   is  defined  in  the   Preamble   to  this
Registration Agreement.

         "Registration Expenses" is defined in Section 6.1 hereof.

         "Restricted Securities" is defined in Section 2.1 hereof.

         "SEC" means the Securities and Exchange Commission.

         "Securities  Act" means the Securities Act of 1933, as amended,  or any
similar federal law then in force.

         "Transfer" is defined in Section 2.1 hereof.

         Section 2.  Restrictions on Transfer

     2.1  Lock-Up  Period.  Without  the express  prior  written  consent of the
Client,  RAINBOW agrees that,  except as set forth in Section 2.2 below, it will
not, directly or indirectly,  offer, sell, contract to sell or otherwise dispose
of (or  announce  any offer,  sale,  contract of sale or other  disposition  of)
("Transfer") any Registrable  Securities or Options  (collectively,  "Restricted
Securities")  prior  to  the  first  anniversary  following  the  date  of  this
Registration Agreement.

     2.2 Permitted Transfers.  The restrictions contained in this Section 2 will
not apply with respect to any of the following  transactions (each, a "Permitted
Transfer"):


        2.2.1 a natural person may Transfer Restricted Securities  to his or her
spouse,  siblings,   parents  or  any  natural  or  adopted  children  or  other
descendants  or to any  personal  trust in which  such  family  members  or such
transferee  retains  the  entire  beneficial  interest;  2.2.2  RAINBOW  may (A)
Transfer  Restricted  Securities  to one or more other  entities that are wholly
owned and controlled,  legally and beneficially,  by RAINBOW or an Affiliate, or
(B) Transfer Restricted Securities by distributing such Restricted Securities in
a  liquidation,  winding up or  otherwise  without  consideration  to the equity
owners  of such  corporation,  partnership  or  business  entity or to any other
corporation,  partnership or business entity that is wholly owned by such equity
owners;  or (C) Transfer  Restricted  Securities  to a director,  officer or key
employee of RAINBOW or an  Affiliate;  2.2.3 a transferee  acquiring  Restricted
Securities in a Permitted Transfer may Transfer Restricted  Securities on his or
her death or mental incapacity to such Person's estate, executor,  administrator
or  personal  representative  or to such  Person's  beneficiaries  pursuant to a
devise or bequest or by the laws of descent and  distribution;  or 2.2.4 RAINBOW
or any transferee  acquiring  Restricted  Securities in a Permitted Transfer may
Transfer Restricted Securities pursuant to an effective  Registration  Statement
as  provided   herein  or  pursuant  to  an  exemption  from  the   registration
requirements of the Securities Act.

                  If any Person Transfers Restricted  Securities as described in
this Section  2.2,  such  Restricted  Securities  shall  remain  subject to this
Registration Agreement and, as a condition of the validity of such Transfer, the
transferee  shall be  required  to execute  and  deliver a  counterpart  of this
Registration  Agreement.  Thereafter,  such  transferee  shall be deemed to be a
Holder for purposes of this Registration Agreement.

     2.3 Right of Subsequent Holder. Subject to the foregoing restrictions,  the
Client and RAINBOW  hereby agree that any subsequent  holder of the  Registrable
Securities  shall be entitled to all  beneficial  hereunder  as a holder of such
securities.

Section 3      Demands for Registration.


          3.1 Demand Period. From the date thereof, until the date which is four
          years from the date hereof (the "Demand Period"), subject to the terms
          and conditions set forth herein, RAINBOW and the Permitted Transferees
          will have in the aggregate three  opportunities,  in addition to other
          rights   enumerated  in  this  Registration   Agreement,   to  request
          registration   under  the  Securities  Act  of  all  or  part  of  its
          Registrable Securities (a "Demand  Registration").  The Holders of 50%
          or more of the Registrable Securities shall have the right to exercise
          the registration rights under this Section 3.

     3.2 Demand Procedure.


        3.1.1 Subject to Sections

        3.2.2  and  3.2.4  below,  during  the  Demand  Period  any   Holder  or
combination  of Holders  (the "Demanding  Shareholders") owning  50% or  more of
the  Registrable  Securities  may  deliver  to the  Client a written  request (a
"Demand  Registration  Request")  that the  Client  register  any or all of such
Demanding Shareholders' Registrable Shares. 3.1.2 Holders, in the aggregate, may
only make one Demand  Registration  Request in each six-month  period during the
Demand Period (the "Interim Demand Periods").  The Client shall only be required
to file  one  registration  statement  (as  distinguished  from  supplements  or
pre-effective or post-effective  amendments  thereto) in response to each Demand
Registration Request.

        3.1.3 A Demand Registration  Request from Demanding  Shareholders  shall
(i) set  forth  the  number  of  Registrable  Securities  intended  to  be  sold
pursuant to the Demand  Registration  Request (ii)  disclose  whether all or any
portion of a distribution  pursuant to such registration will be sought by means
of an  underwriting,  and (iii)  identify any managing  underwriter  or managing
underwriters proposed for the underwritten portion, if any of such registration.

        3.1.4 If during any Interim Demand Period, the Client  receives a Demand
Registration  Request  from  Demanding  Shareholders  for  the  registration  of
Registrable  Securities having an aggregate market value of $100,000 or greater,
as  determined  according to the closing price of the Common Stock on the NASDAQ
National Market, on the Bulletin Board or in the Pink Sheets on the date of such
Demand Registration  Request,  then the Client shall, subject to the limitations
in Sections  3.2.5 and 3.2.6  hereof,  (i) use its  reasonable  best  efforts to
prepare  and file within 30 days of receipt of the Demand  registration  request
with the SEC a registration  statement  under the Securities Act with respect to
all the Registrable  Securities that the Demanding  Shareholders requested to be
registered in the Demand  Registration  Request,  (ii) use its  reasonable  best
efforts to cause such registration  statement to become effective within 75 days
of receipt of the Demand  Registration  Request,  and (iii) if such registration
can be accomplished by means of a registration  statement of Form S-3, keep such
registration  statement effective until such time as the Demanding  Shareholders
shall have sold or  otherwise  disposed of all of their  Registrable  Securities
included in the  registration.  If such  registration  cannot be accomplished by
means  of a  registration  statement  on Form  S-3,  the  Client  shall  use its
reasonable  best efforts to keep such  registration  statement  effective for at
least 180 days.

        3.1.5 It is anticipated that the  registration contemplated  under  this
Section 3 will be  accomplished  by means of the filing of a Form S-3,  and that
registration  on such  form  will  allow for  different  means of  distribution,
including  sales  by  means of an  underwriting  as well as sales  into the open
market.  If the Demanding  Shareholders  desire to distribute all or part of the
Registrable  Securities  covered by their  request by means of an  underwriting,
they shall so advise the Client in writing in their Demand Registration  Request
as described in Section 3.2.3 above. A  determination  of whether all or part of
the distribution will be by means of an

     Underwriting shall be made by Demanding  Shareholders holding a majority of
the Registrable Securities to be included in the registration. If all or part of
the distribution is to be by means of an underwriting,  all subsequent decisions
concerning the underwriting  which are to be made by the Demanding  Shareholders
pursuant to the terms of this  Registration  Agreement,  which shall include the
selection  of  the   underwriter   or   underwriters   to  be  engaged  and  the
representative,  if any, of the  underwriters  so engaged,  shall be made by the
Demanding  Shareholders who hold a majority of the Registrable  Securities to be
included in the  underwriting,  subject to approval by the Board of Directors of
the Client.

        3.2.6 Upon the receipt by the Client of a Demand Registration Request in
accordance  with  Section  3.2.4  hereof,  the  Client  shall,  within  ten days
following receipt of such Demand  Registration  Request,  give written notice of
such request to all Holders. The Client shall include in such notice information
concerning  whether all, part or none of the distribution is expected to be made
by means of an  underwriting,  and,  if more than one means of  distribution  is
contemplated,  may  require  Holders  to  notify  the  Client  of the  means  of
distribution of their Registrable Securities to be included in the registration.
If any Holder who is not a Demanding Shareholder desires to sell any Registrable
Securities  included in the  registration  statementby  notifying  the Client in
writing  (a  "Supplemental  Demand  Registration  Request")  within  20  days of
receiving notice of the Demand  Registration  Request from the Client. The right
of any Holder to include all or any portion of its Registrable  Securities in an
underwriting  shall be conditioned  upon the Client's  having  received a timely
written  request for such inclusion by way of a Demand  Registration  Request of
Supplemental  Demand   Registration   Request  (which  right  shall  be  further
conditioned to the extent provided in this Registration Agreement).  All Holders
proposing to distribute  their  Registrable  Securities  through an underwriting
shall  enter  into  an  underwriting   agreement  in  customary  form  with  the
underwriter or underwriters selected for such underwriting.

        3.2.7  Notwithstanding any  other  provision of  this  Section  3, if an
underwriter  advises  the Client in writing  that  marketing  factors  require a
limitation on the number of shares to be underwritten, then the number of shares
of Registrable  Securities  that may be included in the  underwritten,  then the
number  of  shares  of  Registrable  Securities  that  may  be  included  in the
underwriting  shall be allocated  among the Holders in proportion  (as nearly as
practicable)  to the respective  amounts of Registrable  Securities  each Holder
owns  (or  such  other  proportions  they  shall  mutually  agree).  Registrable
Securities  excluded or withdrawn from the  underwriting in accordance with this
Section 3.2.7 shall be withdrawn from the registration.

     3.3  Priority on Request  Registration.  The Client will not include in any
Demand Registration any securities which are not Registrable  Securities without
the prior written  consent of the Holders of a majority of shares of Registrable
Securities  included  in  such  registration.  If a  Demand  Registration  is an
underwritten offering and the managing underwriters advise the Client in writing
that in their  opinion the number of  Registrable  Securities  and, if permitted
hereunder,  other  securities  requested to be included in such offering exceeds
the number of securities  that can be sold in an orderly manner in such offering
within a price  range  acceptable  to the Holders of a majority of the shares of
Registrable  Securities  initially  requesting  registration,  the  Client  will
include in such registration  prior to the inclusion of any securities which are
not  Registrable  Securities  the  number  of  share of  Registrable  Securities
requestd to be included that in the opinion of such  underwriters can be sold in
an  orderly  manner  within  such  acceptable  price  range,  pro rata among the
respective  Holders  thereof on the basis of the number of shares of Registrable
Securities owned by each such Holder.

Section 4.  Piggyback Registrations

     4.1 Right to Piggyback.  If the Client proposes to undertake an offering of
shares of Common Stock for its account or for the account of other  stockholders
and the  registration  form to be used  for  such  offering  may be used for the
registration of Registrable Securities (a "Piggyback  Registration"),  each such
time the Client will give prompt  written  notice to all Holders of  Registrable
Securities of its intention to effect such a  registration  (each,  a "Piggyback
Notice")  and,  subject to Sections 4.3 and 4.4 hereof,  the Client will use its
best  efforts  to cause to be  included  in such  registration  all  Registrable
Securities  with respect to which the Client has received  written  requests for
inclusion therein within 20 days after the date of sending the Piggyback Notice.

     4.2 Priority on Primary  Registrations.  If a Piggyback  Registration is an
underwritten  primary  registration  on behalf of the Client,  and the  managing
underwriters  advise the Client in writing  that in their  opinion the number of
securities requested to be included in such registration exceeds the number that
can be sold in an orderly manner within a price range  acceptable to the Client,
the Client will  include in such  registration  (a) first,  the  securities  the
registration  and  any  other  securities  requested  to  be  included  in  such
registration  that are held by  Persons  other than the  Holders of  Registrable
Securities  pursuant  to  registration  rights,  pro rata  among the  holders of
Registrable  Securities and the holders of such other securities requesting such
registration  on the basis of the number of shares of such  securities  owned by
each such holder.

     4.3 Priority on Secondary.  If a Piggyback  Registration is an underwritten
secondary  registration  on behalf of holders of the Client's  securities  other
than the  Holders of  Registrable  Securities  (the  "Other  Holders"),  and the
managing  underwriters  advise the Client in writing  that in their  opinion the
number of securities  requested to be included in such registration  exceeds the
number  that can be sold in an orderly  manner in such  offering  within a price
range acceptable to the Other Holders requesting such  registration,  the Client
will include in such  registration  (a) first,  the  securities  requested to be
included  in  such  registration  hereunder,  pro  rata  among  the  Holders  of
Registrable  Securities  requesting such registration on the basis of the number
of shares of such securities owned by each such Holder.

     4.4 Selection of  Underwriters.  In the case of an  underwritten  Piggyback
Registration,  the Client will have the right to select the investment banker(s)
and manager(s) to administer the offering.


Section  5.  Registration   Procedures  Section.   Whenever  the  Holders  of
Registrable  Securities have requested that any  Registrable  Securities be sold
pursuant to this Registration Agreement, the Client will use its reasonable best
efforts to effect the registration  and the sale of such Registrable  Securities
in accordance  with the intended  method of  disposition  thereof,  and pursuant
thereto the Client will as expeditiously as possible.

        5.1.1  Registration  Statement.  Prepared   and  file  with  the  SEC  a
registration  statement  with respect  to such  Registrable  Securities and  use
its  reasonable  best  efforts to cause such  registration  statement  to become
effective.

        5.1.2  Amendments and  Supplements.  Promptly  prepare and file with the
SEC  such amendments and  supplements to  such  registration  statement  and the
prospectus  used in  connection  therewith  as may be  necessary  to  keep  such
registration  statement effective for the period required by the intended method
of disposition and the terms of this Registration  Agreement and comply with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities  covered  by  such  registration  statement  during  such  period  in
accordance  with the intended  methods of  disposition by the seller thereof set
forth in such registration statement.

        5.1.3  Provision  of  Copies.   Promptly  furnish  to  each   seller  of
Registrable  Securities  the number  of  copies of  such registration statement,
each  amendment  and  supplement  thereto,   the  prospectus  included  in  such
registration  statement  (including each preliminary  prospectus) and such other
documents  as such  seller may  reasonably  request in order to  facilitate  the
disposition of Registrable Securities owned by such seller.


        5.1.4 Blue  Sky  Laws.  Use its reasonable  best efforts  to register or
qualify  such  Registrable  Securities  under the  securities or  blue sky  laws
of such jurisdictions as any seller reasonably requests and do any and all other
acts and things  which may be  reasonably  necessary or advisable to enable such
seller to consummate the  disposition in such  jurisdictions  of the Registrable
Securities owned by such seller,  provided, that the Client will not be required
to (a) qualify  generally to do business in any jurisdiction  where it would not
otherwise be required to qualify but this Section  5.1.4,  (b) subject itself to
taxation in any such  jurisdiction  or (c) consent to general service of process
in any such jurisdiction.

        5.1.5  Anti-fraud Rules. Promptly notify each seller of such Registrable
Securities when a prospectus  relating thereto is required to be delivered under
the  Securities  Act,  of the  happening  of any  event as a result of which the
prospectus included in such registration  statement contains an untrue statement
of a material fact or omits any material fact  necessary to make the  statements
therein not  misleading,  and in such event,  at the request of any such seller,
the Client will promptly prepare a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of such Registrable  Securities,
such prospectus will not contain an untrue statement of material fact or omit to
state any material fact necessary to make the statements therein not misleading,
provided,  that the Client will not take any action which causes the  prospectus
included  in such  registration  statement  to  contain an untrue  statement  of
material fact or omit any material fact necessary to make the statements therein
not misleading, except as permitted by Section 5.5.

        5.1.6  Securities Exchange  Listings. Use its reasonable best efforts to
cause all such Registrable  Securities to be listed on each securities  exchange
on which  securities  of the same class issued by the Client are then listed and
use its  reasonable  best efforts to qualify  such  Registrable  Securities  for
trading  on each  system on which  securities  of the same  class  issued by the
Client are then qualified.

        5.1.7  Underwriting  Agreements.  Enter into  such  customary agreements
(including  underwriting  agreements in customary  form) and take all such other
actions as the holders of majority of the shares of Registrable Securities being
sold or the  underwriters,  if any,  reasonably  request in order to expedite or
facilitate the disposition of such Registrable Securities.

        5.1.8 Due Diligence.  Make  available for inspection  by any underwriter
participating in any disposition pursuant to such registration statement and any
attorney,  accountant  or other  agent  retained  by any such  underwriter,  all
financial and other records, pertinent corporate documents and properties of the
Client,  and cause the Client's officers,  directors,  employees and independent
accountants  to  supply  all  information   reasonably  requested  by  any  such
underwriter,  attorney, accountant or agent in connection with such registration
statement.

        5.1.9 Earning Statement. Otherwise use its best efforts to comply withal
applicable  rules  and  regulations  of  the  SEC,  and  make  available  to its
securities  holders,  as soon as reasonably  practicable,  an earning  statement
covering the period of at least twelve  months  beginning  with the first day of
the  Client's  first  full  calendar  quarter  after the  effective  date of the
registration statement,  which earning statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder.

        5.1.10 Deemed Underwriters or Controlling  Persons. Permit any Holder of
Registrable  Securities which Holder, in such Holder's reasonable judgment might
be  deemed to be an  underwriter  or a  controlling  person  of the  Client,  to
participate in the preparation of such registration or comparable  statement and
to require the insertion therein of material in form and substance  satisfactory
to such Holder and to the Client and  furnished to the Client in writing,  which
in the reasonable judgment of such Holder and its counsel should be included.

        5.1.11 Management Available. In connection with  underwritten offerings,
make  available  appropriate  management  personnel  for  participation  in  the
preparation and drafting of such registration or comparable  statement,  for due
diligence meeting and for "road show" meetings.

        5.1.12  Stop   Orders.  Promptly  notify  Holders  of  the   Registrable
Securities  of   the   threat  of   issuance  by  the  SEC  of  any  stop  order
suspending the effectiveness of the registration  statement or the initiation of
any proceeding for that purpose, and make every reasonable effort to prevent the
entry of any order suspending the  effectiveness of the registration  statement.
In the event of the issuance of any stop order suspending the effectiveness of a
registration  statement, or of any order suspending or preventing the use of any
related prospectus or suspending the qualification of any Registrable Securities
included in such registration statement for sale in any jurisdiction, the Client
will use its reasonable  best efforts  promptly to obtain the withdrawal of such
order.

        5.1.13  Opinions.  At each  closing of an underwritten offering, request
opinions  of counsel  to the Client and  updates  thereof  (which  opinions  and
updates shall be reasonably  satisfactory to the underwriters of the Registrable
Securities  being  sold)  addressed  to the  underwriters  covering  the matters
customarily  covered in opinions  requested in  underwritten  offerings and such
other matters as may be reasonably requested by such Holders or their counsel.

        5.1.14 Comfort  Letter.  Obtain a cold  comfort letter and related bring
down letters  from the Client's  independent  public  accountants  addressed  to
the selling Holders of the Registrable Securities in customary form and covering
such  matters of the type  customarily  covered by cold  comfort  letters as the
Holders of a  majority  of the  Registrable  Securities  being  sold  reasonably
request.

     5.2 Further Information.  The Client may require each Holder of Registrable
Securities  to furnish to the Client in writing such  information  regarding the
proposed  distribution  by such  Holder of such  Registrable  Securities  as the
Client may from time to time reasonably request.

     5.3 Notice to Suspend  Offers and Sales.  Each  Investor  severally  agrees
that,  upon receipt of any notice from the Client of the  happening of any event
of the kind  describing in Sections 5.1.5 or 5.1.12  hereof,  such Investor will
forthwith  discontinue  disposition  of  shares of Common  Stock  pursuant  to a
registration  hereunder until receipt of the copies of an appropriate supplement
or amendment to the  prospectus  under Section 5.1.5 or until the  withdrawal of
such order under Section 5.1.12.

     5.4 Reference to Holders. If any such registration or comparable  statement
refers to any Holder by name or otherwise as the holder of any securities of the
Client and if, in the Holder's reasonable  judgment,  such Holder is or might be
deemed to be a  controlling  person of the Client,  such  Holder  shall have the
right to require (a) the  insertion  therein of  language in form and  substance
satisfactory  to such  Holder  and the  Client  and  presented  to the Client in
writing,  to the effect that the holdeing by such Holder of such  securities  is
not to be construed as a recommendation by such Holder of the investment quality
of the Client's  securities covered thereby and that such holding does not imply
that such Holder will assist in meeting any future financial requirements of the
Client,  or (b) in the  event  that  such  reference  to such  Holder by name or
otherwise is not required by the Securities Act or any similar  Federal  statute
then in force, the deletion of the reference to such Holder;  provided that with
respect to this clause (b) such Holder shall furnish to the Client an opinion of
counsel  to  such  effect,   which  opinion  and  counsel  shall  be  reasonably
satisfactory to the Client.

     5.5 Client's Ability to Postpone.  Notwithstanding anything to the contrary
contained  herein,  the Client  shall have the right  twice in any twelve  month
period to postpone the filing of any registration  statement under Sections 3 or
4 hereof or any amendment or supplement  thereto for a reasonable period of time
(all such  postponements  not  exceeding 90 days in the  aggregate in any twelve
month period) if the Client  furnishes the Holders of  Registrable  Securities a
certificate  signed by the Chairman of the Board of Directors  (or the executive
committee  thereof) has determined that effecting the  registration at such time
would  materially  and  adversely  affect  a  material  financing,  acquisition,
disposition of assets or stock, merger or other comparable transaction, or would
require  the  Client  to  make  public  disclosure  of  information  the  public
disclosure of which would have a material adverse effect upon the Client.

Section 6.  Registration Expenses Section.


     6.1 Expenses Borne by Client. Except as specifically  otherwise provided in
section 6.2 hereof,  the Client will be responsible  for payment of all expenses
incident to any  registration  hereunder,  including,  without  limitation,  all
registration and filing fees, fees and expenses of compliance with securities or
blue sky laws,  printing expenses,  messenger and delivery  expenses,  road show
expenses,  advertising  expenses and fees and  disbursements  of counsel for the
Client  and all  independent  certified  public  accountants  and other  Persons
retained by the Client in connection with such  registration  (all such expenses
borne by the Client being herein called the "Registration Expenses").

     6.2 Expenses Borne by Selling Securityholders.  The selling securityholders
will be  responsible  for payment of their own legal fees (if they retain  legal
cousel  separate  from  that of the  Client),  underwriting  fees and  brokerage
discounts,  commissions  and other sales expenses  incident to any  registration
hereunder,   with  any  such   expenses   which  are   common  to  the   selling
securityholders  divided among such  securityholders  (including  the Client and
holders of the Client's  securities  other than Registrable  Securities,  to the
extent that securities are being  registered on behalf of such Persons) pro rata
on the basis of the  number of shares  being  registered  on behalf of each such
securityholder, or as such securityholders may otherwise agree.

Section 7.  Indemnification Section.


     7.1  Indemnification  by Client.  The Client  agrees to  indemnify,  to the
fullest extent permitted by law, each Holder of Registrable  Securities and each
Person who  controls  (within  the  meaning of the  Securities  Act) such Holder
against all losses, claims, damages, liabilities and expenses in connection with
defending  against  any such  losses,  claims,  damages  and  liabilities  or in
connection with any investigation or inquiry, in each case caused by or based on
any untrue or  alleged  untrue  statement  of  material  fact  contained  in any
registration  statement,  prospectus or preliminary  prospectus or any amendment
thereof or supplement  thereto or any omission or alleged omission of a material
fact required to be stated  therein or necessary to make the  statement  therein
not  misleading  or arise  out of any  violation  by the  Client of any rules or
regulation  promulgated  under the  Securities  Act applicable to the Client and
relating to action or inaction  required of the Client in  connection  with such
registration,  except  insofar as the same are (i) contained in any  information
furnished  in writing to the Client by such Holder  expressly  for use  therein,
(ii)  caused by such  Holder's  failure  to  deliver a copy of the  registration
statement or  prospectus  or any  amendments or  supplements  thereto,  or (iii)
caused by such  Holder's  failure to  discontinue  disposition  of shares  after
receiving  notice from the Client pursuant to Section 5.3 hereof.  In connection
with an  underwritten  offering,  the Client will indemnify  such  underwriters,
their officers and directors and each Person who controls (within the meaning of
the Securities  Act) such  underwriters  at least to the same extent as provided
above  with  respect  to the  indemnification  of  the  Holders  of  Registrable
Securities.

     7.2  Indemnification  by  Holders.  In  connection  with  any  registration
statement in which a Holder of  Registrable  Securities is  participating,  each
such Holder will furnish to the Client in writing such information as the Client
reasonably  requests for use in connection with any such registration  statement
or prospectus  and, to the extent  permitted by law, will  indemnify the Client,
its directors  and officers and each Person who controls  (within the meaning of
the Securities Act) the Client against any losses, claims, damages,  liabilities
and expenses  resulting from any untrue or alleged untrue  statement of material
fact  contained  in  the  registration  statement,   prospectus  or  preliminary
prospectus  or any amendment  thereof or  supplement  thereto or any omission or
alleged  omission of a material fact required to be stated  therein or necessary
to make the statements therein not misleading,  but only to the extent that such
untrue  statement or omission is contained  in nay  information  so furnished in
writing by such Holder  expressly for use in connection with such  registration:
provided that the  obligation to indemnify will be individual to each Holder and
will be limited to the net amount of  proceeds  received by such Holder from the
sale of  Registrable  Securities  pursuant to such  registration  statement.  In
connection with an underwritten  offering,  each such Holder will indemnify such
underwriters,  their officers and directors and each Person who controls (within
the meaning of the Securities Act) such underwriters at least to the same extent
as provided above with respect to the indemnification of the Client.

     7.3 Assumption of Defense by  Indemnifying  Party.  Any Person  entitled to
indemnification   hereunder   will  (a)  give  prompt   written  notice  to  the
indemnifying  party of any claim with respect to which it seeks  indemnification
and (b) unless in such indemnification party's reasonable judgment a conflict of
interest  between  such  indemnified  and  indemnifying  parties  may exist with
respect to such claim,  permit such indemnifying  party to assume the defense of
such claim with counsel  reasonably  satisfactory to the  indemnified  party. If
such  defense  is  assumed,  the  indemnifying  party will not be subject to any
liability for any settlement made by the  indemnified  party without its consent
(but such consent will not be unreasonably  withheld). An indemnifying party who
is not entitled to, or elects not to,  assume the defense of a claim will not be
obligated  to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless in the
reasonable  judgment of any  indemnified  party a conflict of interest may exist
between such indemnified  party and any other of such  indemnified  parties with
respect to such claim.

     7.4  Blinding  Effect.   The   indemnification   provided  for  under  this
Registration  Agreement  will remain in full force and effect  regardless of any
investigation  made by or on behalf  of the  indemnified  party or any  officer,
director or controlling  Per4son of such indemnified  party and will survive the
transfer of securities.  The Client also agrees to make such provisions,  as are
reasonably requested by any indemnified party, for contribution to such party in
the event the  Client's  indemnification  is  unavailable  for any reason.  Each
Holder of Registrable  Securities  also agrees to make such  provisions,  as are
reasonably requested by any indemnified party, for contribution to such party in
the event such Holder's indemnification is unavailable for any reason.

Section  8.   Participation  in  Underwritten   Registrations.   No  Person  may
participate  in any  registation  hereunder  which is  underwritten  unless such
Person (a) agrees to sell such Person's  securities on the basis provided in any
underwriting  arrangements  approved by the Person or Persons entitled hereunder
to approve such arrangements and (b) completes and executes all  questionnaires,
powers of attorney,  indemnities,  underwriting  agreements and other  documents
required under the terms of such underwriting arrangements.

Section 9.        Miscellaneous.


     9.1 No  Inconsistent  Agreements.  The Client will not hereafter enter into
any agreement with respect to its  securities  which violates the rights granted
to the Holders of Registrable Securities in this Registration Agreement.

     9.2  Remedies.  Any  Person  having  rights  under  any  provision  of this
Registration  Agreement will be entitled to enforce such rights  specifically to
recover  damages  caused  by  reason  of any  breach  of any  provision  of this
Registration  Agreement  and to exercise  all other  rights  granted by law. The
parties hereto agree and  acknowledge  that money damages may not be an adequate
remedy for any breach of the provisions of this Registration  Agreement and that
any  party  may in its sole  discretion  apply to any  court of law or equity of
competent jurisdiction (without posting any bond or other security) for specific
performance  and for other  injunctive  relief in order to  enforce  or  prevent
violation of the provisions of this Registration Agreement.

     9.3  Term.  Except  for the  provisions  of  Section  7 or as  specifically
otherwise provided herein,  the provisions of this Registration  Agreement shall
apply  until  such  time  as  all  Registrable  Securities  have  ceased  to  be
Registrable Securities hereunder but in no event later than three years from the
date of this Registration Agreement.

     9.4  Amendments  and  Waivers.  Except as otherwise  specifically  provided
herein, this Registration Agreement may be amended or waived only upon the prior
written  consent  of the Client  and of the  Holders  of a majority  of the then
outstanding shares of Registrable Securities.

     9.5 Successors and Assigns.. Subject to Section 2 hereof, all covenants and
agreements in this Registration  Agreement by or on behalf of any of the parties
hereto will bind and inure to the benefit of (i) the  respective  successors and
assigns of the parties  hereto  whether so expressed or not and (ii) the persons
referred to in clause  (iv) of the  definition  of  Registrable  Securities.  In
addition, whether or not any express assignment has been made but subject in any
case to Section 2 hereof,  the provisions o f this Registration  Agreement which
are for the benefit of RAINBOW or Holders of Registrable Securities are also for
the benefit of, and enforceable by, any subsequent  holder of such securities so
long as such securities  continue to be restricted  securities,  as that term is
defined in Securities Act Rule 144.

     9.6 Severability.  Whenever  possible,  each provision of this Registration
Agreement  will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this  Registration  Agreement is held to
be  prohibitive  by or invalid  under  applicable  law, such  provision  will be
ineffective  only to the  extend  of such  prohibition  or  invalidity,  without
invalidating the remainder of this Registration Agreement.

     9.7   Counterparts.   This   Registration   Agreement   may   be   executed
simultaneously in multiple  counterparts,  any one of which need not contain the
signatures of more that one party, but all such counterparts taken together will
constitute one and the same Registration Agreement.

     9.8 Descriptive  Headings.  The descriptive  headings of this  Registration
Agreement are inserted for convenience only and do not constitute a part of this
Registration  Agreement.   9.9  Governing  Law.  All  questions  concerning  the
construction, validity and interpretation of this Registration Agreement will be
governed by and construed in  accordance  with the domestic laws of the State of
Florida,  without  giving  effect  to  any  choice  of law  or  conflict  of law
provisions or rule (whether the State of Florida or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of Florida.

     9.10  Entire  Agreement.  This  Registration  Agreement  is intended by the
parties as a final  expression of their  agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
with respect of the subject matter contained herein. This Registration Agreement
supersedes  all prior  agreements  and  understanding  between the parties  with
respect to such subject matter.

     9.11 Notices.  All notices,  demands or other communications to be given or
delivered  under or by reason of the provisions of this  Registration  Agreement
shall be in  writing  and  shall be deemed to have  been  given  when  delivered
personally to the  recipient,  sent to the recipient by facsimile  transmission,
sent to the recipient by reputable  express courier service (charges prepaid) or
three  business  days  after  being  mailed to the  recipient  by  certified  or
registered mail,  return receipt  requested and postage  prepaid.  Such notices,
demands  and other  communications  will be sent to each  Holder at the  address
indicated  on the  records of the Client  and to the Client at the  address  set
forth in the  Agreement  or to such other  address or to the  attention  of such
other person as the recipient party has specified by prior written notice to the
sending party.

     9.12 Confidentiality.  The Client shall hold in strict confidence and shall
not  disclose  information  with respect to sales of Common Stock by any Holder,
including  the fact of such  sales,  the  amount of such sales and the timing of
such sales,  except as such information shall become public without violation of
this Section 9.12, as may be required by applicable law, rules or regulations or
with the express written consent of such Investor.

         IN WITNESS WHEREOF,  the parties hereto have executed this Registration
Agreement as of the date first above written.

                                             CLIENT LAZYGROCER.COM CORP.

                                             By:  ____________________________
                                                  Pierre Bosse, President





                                             RAINBOW COMMUNICATIONS, INC.

                                              By:  _____________________________
                                                   Roberto E. Veitia, President