Employment Agreement - Intelligent Systems for Retail Inc., Webvan Group Inc. and Coppy Holzman


September 2, 1997


Coppy Holzman
5 Lost Lodge                                              Via fax:  203-222-0365
Westport, CT  06880

Dear Coppy:

We are very pleased to extend you an offer to serve as the Vice President -
Merchandise for Intelligent Systems for Retail, Inc. ("ISR").

We at ISR believe that your skills, experience, and personal attributes will
enable us to be a leader in the development of this hybrid retail/internet
commerce company.

This letter serves as an offer of employment to you from ISR. The terms of the
offer supersede all prior oral and written communications between you and ISR or
any representative thereof. If the terms below are acceptable, please sign and
return one copy of the letter within two weeks of the above date to accept our
offer of employment.

POSITION

Your job title will be Vice President - Merchandise.

EFFECTIVE DATE

Your first date to report to work at ISR, 1241 E. Hillsdale Blvd., Suite 210,
Foster City, CA 94404, will be September 29, 1997.

DUTIES

You will report to Louis Borders, President, and your primary responsibility
will be to manage merchandising and category planning, along with all other
duties as assigned. You will also be a member of the Executive Team with
responsibility for determining the long term direction and goals of Oasis, and
for developing strategies and tactics to meet those goals, along with all other
duties as assigned.

SALARY

Your salary shall be $20,833.33 per month. This salary shall be paid bi-weekly.
Your salary shall be reviewed in January on an annual basis in accordance with
review procedures established by the ISR Executive Handbook.

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ALLOWANCES

You will also be paid a moving expense allowance of $2,500 within one week of
your start date and an additional $17,500 ($20,000 total), to be paid upon
presentation of receipts or invoices due for your complete relocation to
California.

In addition, ISR will pay you $2,500 per month as an expense allowance to cover
travel, lodging in California, auto and other expenses. This allowance will be
reduced to $1,000 per month after eight months or when you have relocated to the
Bay Area.

On an ongoing basis, ISR will reimburse you for air travel, telephone and pager
expenses.

INCENTIVE PLAN

ISR will offer a stock option plan. You will be granted the option to purchase
187,500 shares of common stock with an exercise price of $.01 per share, vested
(using a Modified Cliff Plan) over a four year period.

BENEFITS

You will receive the standard benefits for full-time Executives at ISR, with the
exception of your vacation/sabbatical policy, outlined below. These standard
benefits are listed and explained in the ISR Executive Handbook, administered
via TriNet Employer Group. A copy of the policies and benefits section of the
handbook will be provided for your information.

In addition, ISR makes available a 401(k) plan to all employees at the beginning
of the month following Employee's date of hire. Eligible Employees may elect to
contribute up to 15% of their salary to the 401(k) plan, subject to the legal
maximum per year. The company will match 100% of the first $500 and 25%
thereafter up to a maximum Employer match of $2,000 per year of qualifying
Employee contributions. Further details will be provided in the 401(k) Plan
Handbook at the time of enrollment.

As an exception to the standard ISR benefits package, you will accrue vacation
at a rate of four (4) weeks per calendar year (instead of two). The sabbatical
leave policy (six (6) weeks paid sabbatical leave after each five (5) years of
employment) will not apply to your position, for the duration of your employment
with ISR.

NON-DISCRIMINATION

ISR is an equal-opportunity employer, and will not discriminate against its
employees or applicants in any employment decision or practice because of race,
color, religion, sex, 


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national origin, marital status, pregnancy, age, ancestry, physical handicaps,
or medical condition.

PROPRIETARY INFORMATION

You will be required, as a condition of employment, to sign a Proprietary
Information Agreement. A sample Proprietary Information Agreement is attached
hereto.

OUTSIDE WORK

All ISR Executives are expected to devote their full energies, efforts, and
abilities to their employment. Accordingly, full-time Executives are not
permitted to accept outside employment on a full-time or part-time basis without
first obtaining their supervisor's written approval.

AT-WILL EMPLOYMENT

The relationship between you and ISR will be for an unspecified term and will be
considered at will. No employment contract is created by the existence of any
policy, rule or procedure in the ISR Executive Handbook, any ISR document, or
any verbal statements made to you by representatives of ISR. Consequently, the
employment relationship between you and ISR can be terminated at will, either by
you or ISR, with or without cause or advance notice.

In the event that your employment is involuntarily terminated for other than
cause, Oasis will provide you a six (6) month salary continuance. No salary
continuance shall be payable in the event that you terminate voluntarily or are
involuntarily terminated for cause. This continuance clause expires two (2)
years from your date of hire, October 1, 1999.

PERSONNEL POLICIES

ISR has an Executive Handbook. The policies in the Executive Handbook govern the
relationship between ISR and its Executives. The policies are hereby
incorporated by reference. Acceptance of this offer binds the offeree to follow
the policies.

This offer is contingent on compliance with the Immigration Reform and Control
Act of 1986, which requires the company to verify that each employee hired is
legally entitled to work in the United States. Enclosed is a copy of the
Employment Verification form I-9, with instructions, as required by such act.
Please review and execute this document and be prepared to bring the appropriate
documentation on the day you first report to work.


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We look forward to your favorable consideration of this offer and to the
commencement of a long and rewarding relationship.

Sincerely,




Louis H. Borders
ISR, CEO



I hereby acknowledge that I have reviewed the terms and conditions of this offer
of employment and have had the opportunity to consult with counsel. I hereby
accept the offer of employment upon the terms and conditions contained in this
letter.



Accepted:  /S/ COPPY HOLZMAN        Date:   September 8, 1997
           ---------------------            -------------------------
              Coppy Holzman