LZG International, Inc. – ‘SB-2’ on 2/7/01 – EX-10.10

On:  Wednesday, 2/7/01, at 5:30pm ET   ·   Accession #:  1108017-1-27   ·   File #:  333-55184

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business        66±   307K 
                          Issuer                                                 
 2: EX-2        Plan of Acquisition, Reorganization, Arrangement,      2±     9K 
                          Liquidation or Succession                              
 3: EX-3.(I)    Articles of Incorporation/Organization or By-Laws      2     11K 
 4: EX-3.2      Articles of Incorporation/Organization or By-Laws     11     42K 
 5: EX-4        Instrument Defining the Rights of Security Holders     1      8K 
 6: EX-5        Opinion re: Legality                                   2±    13K 
 7: EX-10.1     Material Contract                                     12±    50K 
16: EX-10.10    Material Contract                                      2±    10K 
 8: EX-10.2     Material Contract                                     25±    97K 
 9: EX-10.3     Material Contract                                     23±    90K 
10: EX-10.4     Material Contract                                     20     62K 
11: EX-10.5     Material Contract                                     19     62K 
12: EX-10.6     Material Contract                                     19     62K 
13: EX-10.7     Material Contract                                      1      9K 
14: EX-10.8     Material Contract                                      2±    12K 
15: EX-10.9     Material Contract                                      2±    11K 
17: EX-21       Subsidiaries of the Registrant                         1      7K 
18: EX-23       Consent of Experts or Counsel                          1      8K 
19: EX-27       Financial Data Schedule                                1      9K 

EX-10.10   —   Material Contract

 BARCELON INVESTMENTS LTD.

                                              c/o Clayton Been, Director/Manager
                                                           c/o Misick & Sanbrook
                                                    Richmond House, P.O. Box 127
                                                  Providenciales, Turks & Caicos
                                                             British West Indies

June 1st, 2000                                                                  

LazyGrocer.com Corp.                                                            
41 York Street, 3rd Floor                                                       
Ottawa, Ontario Canada                                                          
K1N 5S0                                                                         

 CONTRACT FOR INTERNATIONAL REPRESENTATION

     WHEREAS LAZYGROCER.COM  (hereafter GROCER) wishes to engage the services of
BARCELON  INVESTMENTS  LTD.  (hereafter  BARCELON)  to  represent  GROCER in the
International market and to raise money from entities and individuals outside of
the United States and Canada, and                                               

     WHEREAS, BARCELON, whishes to provide the above listed services for GROCER,

     NOW THEREFORE,  in return for Ten Dollars (USD) and other good and valuable
consideration, in hand paid to each acknowledged by each,                       

THE PARTIES AGREE AS FOLLOWS:                                         

A.                BARCELON  will  actively  represent the interests of GROCER in
                  all  Countries  outside  the United  States and  Canada.  Said
                  representation will include,  but not be limited to, marketing
                  both GROCER's  products as well as GROCER's  equity.  BARCELON
                  shall be responsible  for promoting  GROCER by use of websites
                  and media in nations  outside of the U.S.  and Canada and with
                  seeking to raise  money by  promotion  of  GROCER's  equity to
                  individuals who are nationals of countries other than the U.S.
and Canada.                                 

B.                For its part,  GROCER will  compensate  BARCELON by payment of
                  887,559  shares of GROCER's  free trading  common shares which
                  are to be issued upon  execution of this  Contract.  The above
                  compensation  is  understood  by  all  parties  to  constitute
                  complete  payment  for  BARCELON's  services  for the  initial
contract period.                            

C.                These  Parties both  understand  and agree that this  contract
                  shall  remain in effect  for 24 months or until  cancelled  in
                  writing by both  parties or for cause by either  party.  Cause
                  shall be determined  as a material  breech of this contract by
either party.                               

D.                The  parties  agree that any  dispute  between the parties and
                  resulting  from breech of the terms of this contract  shall be
                  litigated in the Circuit Court of Orange  County,  Florida and
decided pursuant to Florida law.            

ENTERED INTO THIS 1ST DAY OF JUNE, 2000     

LAZYGROCER.COM CORP.                      

By                                        
BARCELON INVESTMENT LTD.