EMPLOYMENT AGREEMENT

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

                                    BETWEEN:

                              LAZYGROCER.COM CORP.
                                     ("LG")


                                    - and -

                                  PIERRE BOSSE
                                    ("Bosse")


WHEREAS LG has agreed to appoint and employ Bosse, and Bosse, has agreed to act,
as the President and Chief Executive Officer of LG;

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

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

1.       JOB  DESCRIPTION -- Bosse shall provide  services to LG as described in
         the job  description,  attached to this  Agreement as SCHEDULE "A". The
         job  description  may be  amended  from  time to time by the  Board  of
         Directors of LG  (hereafter  "the LG Board"),  after full  consultation
         with Bosse.

2.       TERM -- This Agreement shall be deemed to have commenced on the 1st day
         of August,  2000, and shall continue until terminated by Bosse or by LG
         in accordance with this Agreement.

3.       COMPENSATION

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

         3.2      LG further  agrees to  increase  this base  salary  payable to
                  Bosse to $60,000 per annum,  effective  August 12,  2000.  The
                  increased salary shall accrue until such time as LG raises U.S
                  $800,000 in equity financing, at which time the accrued amount
                  shall be paid forthwith.

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

<PAGE>


EMPLOYMENT AGREEMENT

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

         3.5      Deductions and Contributions

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

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


         3.6      Additional Compensation

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

4.       BENEFITS

         Other than the remuneration  stipulated  herein, no other benefits will
         be paid or offered to Bosse by LG, although should LG commence to offer
         employee benefits, Bosse will be entitled to such benefits as any other
         officer is entitled to such benefits.


5.       PERFORMANCE AND SUPERVISION

         5.1      Bosse shall exercise the reasonable care, skill, and diligence
                  in  performing   the  services  set  out  in  this   Agreement
                  consistent  with a senior  executive of a similar company at a
                  similar stage in its development as LG.



<PAGE>


         5.2      Bosse shall perform the duties required of him by the LG Board
                  and  shall  act in  accordance  with  all  reasonable,  lawful
                  directives  given to him by the LG Board and shall report from
                  time to time, as may be required,  to the LG Board  concerning
                  his  assigned  tasks and  activities,  but no less  often than
                  every second regularly scheduled meeting of the LG Board.

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

         5.4      Bosse  shall  be  provided  with  all  necessary   information
                  regarding the policies and  procedures of LG or as required by
                  the LG Board and its operations required in the performance of
                  the duties set out in this Agreement, as they are amended from
                  time to time.


6.       CONFIDENTIALITY AND COPYRIGHT

         6.1      Bosse shall keep  confidential any information  obtained about
                  any  employee of LG obtained in the course of his  employment,
                  except with the express consent of the employee or in the case
                  that the information is required for the functioning of LG, in
                  which case, Bosse shall give the information only to the party
                  that requires the information.

         6.2      Bosse shall use the discretion expected of a reasonable senior
                  executive and director when  releasing  information  about the
                  business and affairs of LG in any matter  where LG's  interest
                  may be harmed by the release of such information.

         6.3      Upon termination of employment,  Bosse shall deliver to LG all
                  documents,  correspondence,  plans, or other written  material
                  and any copies  thereof,  and other  physical  property  which
                  belongs to LG or is  obtained  during the  performance  of his
                  duties under this Agreement.

         6.4      All written  materials,  plans,  models,  software,  coding or
                  other  materials (the "Works") in which  copyright or property
                  rights can exist which are  prepared by Bosse in the course of
                  the  performance of his duties under this  Agreement  shall be
                  the sole property and copyright of LG, and Bosse hereby waives
                  moral rights in said Works.


7.       EMPLOYEE'S RIGHTS



<PAGE>


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

         7.2      LG shall  abide by all  requirements placed on employers under
                  the Occupational Health and Safety Act.


8.       DISCIPLINE

         The LG Board shall monitor the  performance of Bosse under the terms of
         this agreement on a continuous and ongoing basis.  The LG Board has the
         right to discipline Bosse for cause. Discipline shall be "progressive";
         that is,  normally  discipline  shall increase in severity if a form of
         unsatisfactory  behavior is repeated or if a pattern of  unsatisfactory
         behavior develops.  Discipline shall be administered by the Chairman of
         the LG Board,  upon the direction of the LG Board;  such discipline may
         include suspension or discharge.


9.       NON COMPETITION AGREEMENT

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


10.      TERMINATION AND JOB SECURITY

         10.1     Subject  to  Section 8, LG,  through  proper  action by the LG
                  Board,   may  terminate  the  services  of  Bosse  under  this
                  Agreement, as follows:

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

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

                  c.       without cause.

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

         10.3     Bosse may terminate this Agreement upon no less than 120 days'
                  written notice to LG.



<PAGE>


         10.4     In the event that Bosse terminates this agreement and does not
                  thereafter  remain  as  a  director,   officer,   employee  or
                  consultant of LG, he shall forfeit any options not at the time
                  of the  termination  vested under the terms of Section 3.6 and
                  the option agreement referenced in that section.

         10.5     Should  Bosse terminate  this  agreement  and  not  thereafter
                  remain as a director, officer,  employee or consultant of LG,

                           (a)       on a date which is less  than 2 years after
                                     the  date of this Agreement, Bosse shall be
                                     subject to all restrictions  imposed on the
                                     continuing directors of LG under applicable
                                     securities  law   for  3 years  beyond  the
                                     effective date of his  termination of  this
                                     Agreement,

                           (b)       on a date which is less than 3 years  after
                                     the  date of this Agreement, Bosse shall be
                                     subject to all restrictions  imposed on the
                                     continuing directors of LG under applicable
                                     securities  law  for  2  years  beyond  the
                                     effective date of his termination  of  this
                                     Agreement and

                           (c)       on a date which is less than 4 years  after
                                     the  date of this Agreement, Bosse shall be
                                     subject to all restrictions  imposed on the
                                     continuing directors of LG under applicable
                                     securities  law  for  1   year  beyond  the
                                     effective date of his termination  of  this
                                     Agreement.

11.      HOURS OF WORK

         Bosse and LG acknowledge and agree that due to the nature of the duties
         and  functions  contemplated  by this  Agreement,  Bosse  shall  not be
         required  to  perform a minimum  and  maximum  number of hours of work.
         Bosse shall devote such amounts of time as are reasonably  necessary in
         order to perform all duties and  functions  required of him pursuant to
         the terms and conditions of this Agreement.


12.      HOLIDAYS

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

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

<PAGE>

                  o         Christmas Day
                  o         Boxing Day

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

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

13.      VACATION

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

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


14.      SICK LEAVE

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

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


15.      MISCELLANEOUS LEAVE

         15.1     Personal Leave -- Personal  leave without  remuneration may be
                  granted by the LG Board.


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

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



<PAGE>


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

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

16.      EXPENSES  -- It is  recognized  by the parties  that in this  position,
         Bosse will incur  significant  expenses in the course of fulfilling his
         duties under this  Agreement.  Bosse is entitled to  reimbursement  for
         expenses  reasonably  incurred in the  performance  of work duties,  on
         presentation  of valid receipts or  documentation,  including,  but not
         limited to:

                  a.       automobile travel at  the current  Ontario Government
                           rate;

                  b.       actual fares for public transit;

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

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

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


17.      PERSONNEL RECORDS

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

                  (a)      copies  of all  letters of  agreement  and  contracts
                           between  LG or  the  LG  Board  and  Bosse,  and  the
                           attached schedules;

                  (b)      payroll information;

                  (c)      termination and other notices; and

                  (d)      any  other  information  respecting  employment   and
                           performance.

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

<PAGE>

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

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


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

19.      PERSONNEL POLICIES

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

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

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

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


<PAGE>



IN WITNESS WHEREOF the corporate party has hereunto  affixed its corporate seal,
attested by the hands of its respective officers duly authorized in that behalf,
and the  individual  party has set their  hand and seal in the  presence  of the
witness  whose name is set opposite the  signature of the party,  on the day and
year first written above.




                                NAME:

                                TITLE:
                                c/s

I have the authority to
bind the Corporation.



<PAGE>


SCHEDULE "B", EMPLOYMENT AGREEMENT

                     )
SIGNED, SEALED  AND  DELIVERED  in
the presence of: ) ) )
                     )
Witness              )       PIERRE BOSSE


<PAGE>



                                  SCHEDULE "A"

                                 JOB DESCRIPTION

The  responsibilities of the  Chief  Executive  Officer of the Corporation, are,
subject to the control of the board of  director,  to  generally  supervise  and
control all of the  business and affairs of the  corporation,  and to preside at
all meetings of the shareholders,  the board of directors, and all committees of
the board of  directors on which the CEO may serve.  In addition,  the CEO shall
possess,  and may  exercise,  such power and  authority,  and shall perform such
duties,  as may from time to time be assigned by the board of directors,  and as
are incident to the offices of president and chief executive officer.






<PAGE>




                                  SCHEDULE "B"

                            NON COMPETITION AGREEMENT


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


                                    BETWEEN:

                              LAZYGROCER.COM CORP.
                                (The "Employer")


                                       and


                                  PIERRE BOSSE
                                    ("Bosse")



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

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

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


                                    ARTICLE 1
                                 INTERPRETATION

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


<PAGE>


SCHEDULE "C", EMPLOYMENT AGREEMENT


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

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

                  (c)      "Employer", for purposes  of this agreement, may mean
                            LazyGrocer.com  Corp. as  a corporate entity,  or as
                            the  context requires,  the  Board  of  Directors of
                            LazyGrocer.com Corp. or its designate.

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

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

                  (f)      "Restriction  Period" for purposes of this Agreement,
                           means  the  period  commencing  on the  date  of this
                           Agreement and ending three (3) years from the date of
                           the termination of the Employment Agreement.

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


<PAGE>

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


                                    ARTICLE 2
                                NON-SOLICITATION


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


                                    ARTICLE 3
                                 NON COMPETITION

3.1               Non  Competition  and  Restriction Period.  For  a period of 3
(three)  years  from  the  effective  date  of  termination  of  the  Employment
Agreement, Bosse shall not:

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

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

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

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

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

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

<PAGE>


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

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



                                    ARTICLE 4
                                 CONFIDENTIALITY

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

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

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




<PAGE>


                                    ARTICLE 5
                                     GENERAL

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

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

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

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

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


<PAGE>



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

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


IN WITNESS WHEREOF the corporate party has hereunto  affixed its corporate seal,
attested by the hands of its respective officers duly authorized in that behalf,
and the  individual  party has set their  hand and seal in the  presence  of the
witness  whose name is set opposite the  signature of the party,  on the day and
year first written above.





                              NAME:

                              TITLE:

I have the authority to
bind the Corporation.



<PAGE>


SIGNED,  SEALED  AND  DELIVERED  in
the presence of: ) ) )
                     )
Witness              )
                     )       PIERRE BOSSE





                               LAZYGROCER.COM INC.

                                OPTION AGREEMENT
                                  Common Shares

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

BETWEEN:

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

                     (hereinafter called the "Corporation")

AND:
                                  Pierre Bosse,
                 of the City of Ottawa in the Country of Canada

                       (hereinafter called the "Grantee"),

WHEREAS:

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

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

1.       Definitions

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

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

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

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

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

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

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

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

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

2.       Grant of Options

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

3.       Expiry of Option

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

(a)      5 years following the Date of Grant;

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

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

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

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

4.       Vesting

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

5.       Exercise of Option

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

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

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

6.       Alterations of Capital Stock

If at any time after:

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

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

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

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

7.       Reorganization

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

8.       Notices

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

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

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

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

9.       Further Assurances

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

Applicable Law

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



10.      Assignment

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

11.      Entire Agreement

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

12.      Agreement Binding

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

13.      Waivers

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

14.      Counterparts

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

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

                            LAZYGROCER.COM, INC.


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



Witness to Grantee's Signature               Grantee


<PAGE>


                                  SCHEDULE "A"
                              OPTION EXERCISE FORM


              TO EXECUTE THIS OPTION, COMPLETE AND RETURN THIS FORM

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

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

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

     DATED this    day of      , 20.


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

Direction as to Registration:


[Name of Registered Holder]


[Address of Registered Holder]