Seven players will make their first senior starts for England against the Sudamerica XV in Montevideo, Uruguay, on Sunday (19:30 BST).
Centre Luther Burrell and fly half Stephen Myler come into the side eight days after playing for Northampton Saints in the Aviva Premiership final.
Kyle Eastmond (Bath Rugby), Kearnan Myall (unattached), Henry Thomas (Sale Sharks) and Billy Vunipola (London Wasps) all came off the bench in England’s 40-12 win against the Barbarians and Jonny May (Gloucester Rugby) has been brought onto the wing. Replacement hooker Rob Buchanan (Harlequins) will make his first appearance at this level should he be used from the bench.
Flanker Tom Wood captains the side with two more of his Saints teammates – Ben Foden and Courtney Lawes – in the team and another pair – Paul Doran Jones and Lee Dickson – also in the matchday 23 for the non-cap game.
England face a Sudamerica XV made up of players from Argentina, Uruguay, Chile and Brazil, representing the CONSUR federation, at the Estadio Charrua before Tests against the Pumas in Salta (June 8) and Buenos Aires (June 15).
Head Coach Stuart Lancaster said: “We have made a lot of changes from the Barbarians games as this tour is about giving players opportunities to show their talent. However the objective is to build on that performance and keep our game moving forward. The players understand this responsibility and are looking forward to the challenge.”
“Everyone involved will need to hit the ground running in Uruguay because we expect the Sudamerica side to play with a lot of skill and physicality in front of a passionate home crowd. It is England’s first ever match on Uruguayan soil and should be a great occasion for all concerned.”
15 Ben Foden (Northampton Saints)
14 Jonny May (Gloucester Rugby)
13 Luther Burrell (Northampton Saints)
12 Kyle Eastmond (Bath Rugby)
11 David Strettle (Saracens)
10 Stephen Myler (Northampton Saints)
9 Richard Wigglesworth (Saracens)
1 Joe Marler (Harlequins)
2 David Paice (London Irish)
3 Henry Thomas (Sale Sharks)
4 Courtney Lawes (Northampton Saints)
5 Kearnan Myall (Unattached)
6 Tom Wood (Northampton Saints, captain)
7 Tom Johnson (Exeter Chiefs)
8 Billy Vunipola (London Wasps)
16 Rob Buchanan (Harlequins)
17 Alex Corbisiero (London Irish)
18 Paul Doran Jones (Northampton Saints)
19 Dave Attwood (Bath Rugby)
20 Matt Kvesic (Worcester Warriors)
21 Lee Dickson (Northampton Saints)
22 Freddie Burns (Gloucester Rugby)
23 Jonathan Joseph (London Irish)
What do you make of this rather experimental team?