Advertising Agreement - Yahoo! Inc. and NetGrocer Inc.


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY [*]. THE 
CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.


                                  YAHOO! INC.
                             ADVERTISING AGREEMENT


         THIS ADVERTISING AGREEMENT (the "Agreement") is made as of this 14 day
of April, 1998 (the "Effective Date") between YAHOO! INC., a California
corporation, with offices at 3400 Central Expressway, Suite 201, Santa Clara,
CA 95051 ("Yahoo") and NetGrocer Inc. ("NetGrocer"), a Delaware corporation,
with offices at 333 7th Avenue, 11th Floor, New York, NY 10001.

1.       DEFINITIONS.

         "NetGrocer Competitor" shall mean those companies set forth on Exhibit
         A. NetGrocer may request in writing, and Yahoo shall not unreasonably
         withhold, the addition of qualified competitors to Exhibit A with the
         criterion for such competitor being online or offline supermarkets,
         grocery stores or similar stores which offer selections of consumer
         packaged grocery goods and/or fresh groceries of a similar nature to
         those selections generally offered by NetGrocer. In no event shall any
         Prepared Food Entity be deemed a "NetGrocer Competitor" and in no
         event shall any banner/promotional advertising for takeout or delivery
         of prepared fresh meals by any Prepared Food Entity be prohibited
         under this Agreement.

         "Prepared Food Entity" shall mean any company or service whose primary
         business is the on-line or off-line ordering or provision of takeout
         or delivery of prepared fresh meals (or the aggregation of companies
         or services that facilitate the ordering or provision of takeout or
         delivery of prepared fresh meals) and as to which such services of
         prepared fresh meals accounts for more than [*] of such entities
         revenue.

         "Click-through" shall mean a user presence at the NetGrocer Site that
         originated from the Visa Shopping Guide by Yahoo or any banner
         promotional advertisements or promotions that are part of this
         Agreement or the Insertion Order.

         "NetGrocer Site" shall mean the on-line packaged grocery goods and
         supermarket services owned, offered or operated by NetGrocer or any
         successors thereto and currently located at http://www.NetGrocer.com.

         "Visa Shopping Guide" shall mean that property currently referred to
         as the "Visa Shopping Guide by Yahoo", and located at
         http://shopguide.yahoo.com or any successor thereto that is a similar
         shopping property in which Yahoo has the similar right to place
         merchants.



2.       TERM. This Agreement shall commence upon the Effective Date and,
         unless terminated as provided herein, shall remain in effect for a
         term of two years from the start date of the Insertion Order attached
         as Exhibit B or, if later the satisfaction of the guaranteed
         Click-Through for the periods covered by the two year term.

3.       INSERTION ORDER. This Agreement is being executed in connection with
         an Insertion Order (the "Insertion Order"). Subject to Section 16 and
         Section 18 herein, the Insertion Order is hereby incorporated herein
         by reference, and the terms of this Agreement are hereby incorporated
         into the Insertion Order by reference. In the event of any
         inconsistency between the Insertion Order (including the Standard
         Terms and Conditions incorporated therein) and this Agreement, the
         terms of this Agreement shall control.

4.       TERMS OF PAYMENT. NetGrocer will be invoiced monthly during the
         contract period set forth on the Insertion Order. Payment shall be
         made to Yahoo within thirty (30) days from the date of invoice.
         Amounts paid after such date shall bear interest at the rate of one
         percent (1%) per month (or the highest rate permitted by law, if
         less); except that amounts that are the subject of a good faith
         dispute by NetGrocer shall be exempt from interest for a period of
         thirty (30) days from the date of invoice. In the event of any failure
         by NetGrocer to make payment when due, including without limitation
         any payments due under this Section 4, Section 8, or Section 11,
         NetGrocer will be responsible for all reasonable expenses (including
         attorneys' fees) incurred by Yahoo in collecting such amounts.

5.       POSITIONING. Except as otherwise expressly provided in the Insertion
         Order, positioning of advertisements within the Yahoo properties is at
         the sole discretion of Yahoo. NetGrocer acknowledges that Yahoo has
         not made any guarantees with respect to usage statistics and Yahoo
         shall not be held liable for any claims relating to usage statistics
         that are provided by Yahoo to NetGrocer.

6.       VISA SHOPPING GUIDE. For the term of the Agreement Yahoo will display
         a text and/or graphic link, at Yahoo's discretion to the NetGrocer
         Site in the "Merchant Spotlight" promotion area Food Page of the Visa
         Shopping Guide. The "Food Page" is currently located at
         http://shopguide.yahoo.com/shopguide/food.html. The link to the
         NetGrocer Site shall appear in a manner similar to other merchants
         included in the Merchant Spotlight section of the Visa Shopping Guide.
         During the term of this Agreement, no NetGrocer Competitor shall be
         permitted to purchase banner advertisements on the Food Page of the
         Visa Shopping Guide.

7.       CLICK-THROUGHS. In accordance with the Insertion Order attached hereto
         as Exhibit B, Yahoo shall deliver no less than [*] Click-throughs
         to the NetGrocer Site from any Yahoo property during each calendar
         quarter of the first year of this Agreement. During the second year of
         this Agreement, Yahoo

                                      -2-


         shall deliver no less than [*] Click-throughs per calendar
         quarter. NetGrocer shall pay to Yahoo the monthly amounts according to
         the payment schedule set forth on the Insertion Order. Yahoo shall use
         reasonable commercial efforts to deliver [*] Click-throughs per
         month during the first year of this Agreement. Yahoo shall use
         reasonable commercial efforts to deliver [*] Click-throughs per
         month during the second year of this Agreement.

         (a) If Yahoo misses any quarterly guaranteed Click-through amount,
         Yahoo shall "make good" the difference within [*] following the end of
         such quarter. If Yahoo does not make good the difference within [*],
         NetGrocer may suspend that portion of its monthly payments under
         Section 4 above that represent the percentage of Click-throughs missed
         by Yahoo in such quarter until Yahoo delivers such make goods. At that
         time, and assuming that Yahoo is in compliance with the guaranteed
         Click-through amounts for all quarters, NetGrocer's monthly payments
         shall resume in full and NetGrocer shall pay Yahoo the amount
         suspended from its prior monthly payments.

         (b) If Yahoo misses any quarterly guaranteed Click-through amount and
         Yahoo also delivers less than [*] page views during that quarter, then
         Yahoo shall "make good" the Click-through difference within [*]
         following the end of such quarter. If Yahoo does not make good the
         Click- through difference within thirty (30) days, NetGrocer may
         suspend that portion of its monthly payments under Section 4 above,
         and that portion of its monthly payments payable for exclusivity under
         Section 8 below, that represent the percentage of Click-throughs
         missed by Yahoo in such quarter until Yahoo delivers such make goods.
         At that time, and assuming that Yahoo is in compliance with the
         guaranteed Click-through amounts for all quarters, NetGrocer's monthly
         payments shall resume in full and NetGrocer shall pay Yahoo the amount
         suspended from its prior monthly payments.

         (c) The provisions set forth in this Section 7 and the exclusivity
         required by Section 8 for the term of this Agreement (as extended, to
         the extent applicable, in accordance with the provisions of Section 2)
         set forth the entire liability of Yahoo, and NetGrocer's sole remedy,
         for Yahoo's breach of its obligations with respect to Click-throughs
         and page views.

8.       EXCLUSIVITY. Commencing upon the Effective Date, no NetGrocer
         Competitor shall be permitted to place or to purchase from Yahoo
         banner/promotional advertising on the Yahoo Internet properties that
         are defined on Exhibit B (the "Exclusive Properties") and Yahoo agrees
         to use reasonable efforts to prevent third parties that are entitled
         to place ads on behalf of Yahoo from placing any banner/promotional
         advertisements of NetGrocer Competitors on the Exclusive Properties.
         In addition, Yahoo shall use reasonable efforts to exclude
         advertisements promoting products or services that are similar to
         those generally offered by NetGrocer from any paid advertiser on the
         Exclusive Properties. The definition of "Exclusive Properties" shall
         include specialty Internet sites, features

                                      -3-


         or pages developed, controlled and solely branded by Yahoo after the
         Effective Date that are focused on information related to supermarket
         or grocery store services and the ordering and provision of packaged
         grocery goods on-line. In no event shall pages that appear in response
         to searches submitted to search engines operated by entities other
         than Yahoo be deemed to be part of the Exclusive Properties and
         notwithstanding anything else in this Agreement, in no event shall any
         banner/promotional advertising for food-related gift items be
         prohibited under this Agreement.

         In consideration of the foregoing exclusivity, NetGrocer shall pay
         Yahoo, in addition to the amounts set forth in the Insertion Order and
         referenced in Section 4, (i) [*] during the first year of this
         Agreement payable in equal monthly payments of [*] month and (ii) [*]
         during the second year of this Agreement payable in equal monthly
         payments of [*] month. All payments shall be made on the first day of
         each month with the first payment due upon the execution of this
         Agreement.

         NetGrocer shall, prior to the end of the term of this Agreement,
         receive an additional advertising presence defined as [*] home page
         promotions, with total aggregate exposure of [*] page views, and [*]
         page views as run of Yahoo! network banner advertisements. All home
         page promotions shall be pursuant to Yahoo's standard terms,
         conditions, procedures and policies and the timing and duration of
         such home page promotions shall be as mutually agreed upon subject to
         availability.

9.       Yahoo shall provide account management support and shall make
         reasonable efforts to hold monthly account reviews with NetGrocer.

10.      During the term of the Agreement, Yahoo shall provide weekly and
         monthly reports showing the number of impressions and Click-throughs
         of the advertising banners and other placements described in the
         Insertion Order. Yahoo shall maintain accurate records in accordance
         with generally accepted methods of accounting for all transactions
         which are the subject of this Agreement. NetGrocer may, no more
         frequently than once per quarter and upon no less than thirty (30)
         days written notice, request access to such records for the purposes
         of inspection by an independent accounting firm during normal business
         hours. Such request shall not be unreasonably withheld. The cost of
         such inspection shall be borne by NetGrocer, unless the inspection by
         such accounting firm reveals a variance of five percent (5%) or more
         from the number provided by Yahoo, in which event the cost of such
         inspection shall be borne by Yahoo.

11.      CANCELLATION AND TERMINATION.

         (a)  Termination by either Party with Cause. This Agreement may be
              terminated at any time by either party: (i) immediately upon
              written

                                      -4-


              notice if the other party: (a) becomes insolvent; (b) files a
              petition in bankruptcy; or (c) makes an assignment for the
              benefit of its creditors; or (ii) thirty (30) days after written
              notice to the other party of such other party's breach of its
              obligations under this Agreement in any material respect, which
              breach is not remedied within such thirty (30) day period.

         (b)  The provisions of Section 4, 10, 13, 14, 15, 19 and 20 as well as
              any accrued payment obligations shall survive expiration or
              termination of this Agreement for any reason.

12.      NO ASSIGNMENT OR RESALE OF AD SPACE. NetGrocer may not resell, assign
         or transfer any of its rights hereunder, other than, with Yahoo's
         prior written consent, to a purchaser of all or substantially all the
         assets of NetGrocer or to any entity which controls or is under common
         control with NetGrocer; provided that Yahoo agrees that it shall not
         unreasonably withhold its consent to any such assignment by NetGrocer,
         and any attempt to resell, assign or transfer such rights without
         Yahoo's written consent shall result in immediate termination of this
         contract, without liability to Yahoo.

13.      LIMITATION OF LIABILITY. In the event that Yahoo used reasonable
         efforts but fails to publish an advertisement in accordance with the
         schedule agreed upon pursuant to this Agreement (or in the event of
         any other failure, technical or otherwise, of such advertisement to
         appear as provided in the Insertion Order), the sole liability of
         Yahoo to NetGrocer shall be limited to, at Yahoo's option, either a
         refund of the advertising fee or placement of the advertisement within
         a reasonable time in a comparable position. In no event shall Yahoo be
         responsible for any consequential, special, lost profits or other
         damages arising from any failure to timely publish any advertisement
         in accordance with the Insertion Order. Without limiting the
         foregoing, Yahoo shall have no liability for any failure or delay
         resulting from any governmental action, fire, flood, insurrection,
         earthquake, power failure, riot, explosion, embargo, strikes whether
         legal or illegal, labor or material shortage, transportation
         interruption of any kind, work slowdown or any other condition beyond
         the control of Yahoo affecting production or delivery in any manner;
         provided that NetGrocer shall have the right to terminate this
         Agreement without any further payment obligation on the part of
         NetGrocer with written notice to Yahoo in the event that such event
         occurs and continues for a period of sixty (60) days from the date of
         the notice.

         EXCEPT AS PROVIDED IN SECTION 14, UNDER NO CIRCUMSTANCES SHALL YAHOO
         OR NETGROCER BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL,
         CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS
         AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
         SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR
         ANTICIPATED PROFITS OR LOSS BUSINESS.

                                      -5-


14.      NETGROCERS REPRESENTATIONS; INDEMNIFICATION. NetGrocer represents that
         it has full authority to enter into this Agreement and the Insertion
         Order and that NetGrocer has the right to publish the contents of the
         subject advertisements, without infringement of any rights of any
         third party. In consideration of such publication, NetGrocer, at its
         own expense, will indemnify, defend and hold harmless Yahoo, and its
         employees, representatives, agents and affiliates, against any claim,
         suit, action, or other proceeding brought against Yahoo based on or
         arising from a claim that the NetGrocer content or advertisement as
         delivered to Yahoo by NetGrocer, any NetGrocer brand feature, any
         material, data or service distributed or provided by NetGrocer,
         product produced by NetGrocer, or any material presented on any site
         on the Internet produced, maintained, or published by NetGrocer,
         infringes in any manner any intellectual property right of any third
         party or contains any material or information that is unlawful,
         obscene, defamatory, libelous, slanderous, or that otherwise violates
         any rights of any person, including, without limitation, rights of
         publicity, privacy or personality, is negligently performed, or has
         otherwise resulted in consumer fraud, product liability or any tort,
         injury, damage or harm to any person or entity. NetGrocer will pay any
         and all costs, damages, and expenses, including, but not limited to,
         reasonable attorneys' fees and costs awarded against or otherwise
         incurred by Yahoo in connection with or arising from any such claim,
         suit, action or proceeding. It is understood and agreed that Yahoo
         does not intent and will not be required to edit or review for
         accuracy or appropriateness any NetGrocer advertisement or content and
         that NetGrocer does not intend and shall not be required to review or
         investigate the ability or authorization of any supplier or seller of
         products to NetGrocer to sell or supply such products.

15.      TRADEMARK LICENSE. NetGrocer retains all right, title and interest in
         and to the NetGrocer Site, its trademarks, service marks and
         tradenames worldwide. NetGrocer grants Yahoo a non-exclusive limited
         license to use its trademarks, service marks and tradenames only in
         connection with placing links to and banner advertising on behalf of
         NetGrocer and performing its other advertising and promotional
         obligations set forth herein. All such use shall be in accordance with
         NetGrocer's policies regarding trademark usage as provided to Yahoo by
         NetGrocer.

16.      PROVISION OF ADVERTISING MATERIALS. NetGrocer will provide all
         material for the advertisement (including GIF files), in accordance
         with Yahoo's policies as provided to NetGrocer by Yahoo from time to
         time, including (without limitation) the manner of transmission to
         Yahoo and the time prior to publication of the advertisement. Yahoo
         shall not be required to publish any advertisement that is not
         received in accordance with such policies.

17.      RIGHT TO REJECT ADVERTISEMENT. All contents of advertisements are
         subject to Yahoo's reasonable approval and will meet Yahoo's current
         specifications. Yahoo reserves the right to reasonably reject or cease
         to publish any banner

                                      -6-


         advertisement. In addition, Yahoo shall have the absolute right to
         reject any URL link embodied within any advertisement.

18.      INTERNATIONAL TRAFFIC. Yahoo! agrees to make reasonable efforts to
         provide the ability for NetGrocer to preclude serving banners to users
         requesting pages from the Yahoo properties who are not located within
         the United States. Yahoo shall make reasonable effort to attempt to
         implement such ability on or before two months from the start of the
         Insertion Order.

19.      CONSTRUCTION. The terms of this Agreement may only be modified by
         written agreement of both parties. NO TERM OR CONDITION PLACED BY
         NETGROCER IN AN INSERTION ORDER SHALL BE BINDING ON YAHOO UNLESS
         EXPRESSLY AGREED TO IN WRITING BY YAHOO. In the event of any conflict
         or inconsistency between the Insertion Order and this Agreement,
         this Agreement shall control.

20.      MISCELLANEOUS.
         Notices. All notices, requests and other communications called for by
         this agreement shall be deemed to have been given immediately if made
         by telecopy or electronic mail (confirmed by concurrent written notice
         sent first class U.S. mail, postage prepaid), if to Yahoo at 3400
         Central Expressway, Suite 201, Santa Clara, CA 95051, Fax; (408)
         731-3301 Attention: Chief Operating Officer (e-mail:
         jmallett@yahoo.com), with a copy to its General Counsel (e-mail:
         jplace@yahoo.com), and if to NetGrocer at the physical and electronic
         mail addresses set forth on the signature page of this Agreement to
         the attention of President, with a copy to Sheldon G. Nussbaum at
         Fulbright & Jaworski, L.L.P., 666 5th Avenue, New York, NY 10103, Fax;
         (212) 752-5958 (e-mail: snussbaum@fulbright.com) or to such other
         addresses as either party shall specify to the other.

         Miscellaneous Provisions. This Agreement will be governed by and
         construed in accordance with the laws of the State of California,
         without reference to conflicts of laws rules, and without regard to
         its location of execution or performance. If any provision of this
         Agreement is found invalid or unenforceable, that provision will be
         enforced to the maximum extent permissible, and the other provisions
         of this Agreement will remain in force. Neither this Agreement, nor
         any terms and conditions contained herein may be construed as creating
         or constituting a partnership, joint venture or agency relationship
         between the parties. No failure of either party to exercise or enforce
         any of its rights under this Agreement will act as a waiver of such
         rights. This Agreement and its exhibits are the complete and exclusive
         agreement between the parties with respect to the subject matter
         hereof, superseding and replacing any and all prior agreements,
         communications, and understandings, both written and oral, regarding
         such subject matter. This Agreement may only be modified, or any
         rights under it waived, by a written document executed by both
         parties. This Agreement may be executed in any number of counterparts,
         all of which taken together shall constitute a single

                                      -7-


         instrument. Execution and delivery of this Agreement may be evidenced
         by facsimile transmission. In any proceeding or action brought by a
         party to this Agreement to enforce the terms of this Agreement, the
         prevailing party shall be entitled to attorneys fees and expenses. The
         terms of this Agreement shall be deemed confidential information of
         Yahoo, and NetGrocer, and neither party shall disclose such
         information to any third party except to its respective attorneys,
         accountants or as required by law or as otherwise deemed necessary or
         prudent by counsel solely in order to comply with federal securities
         laws.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first written
above.

           YAHOO! INC.                               NETGROCER INC.


By: /s/ Aniel Singh                       By: /s/ Daniel Nissan
   ---------------------------               ---------------------------
Title:     V.P. of Sales                  Title:     President & CEO

Address:   3400 Central Expressway        Address:   333 7th Avenue
           Santa Clara, CA  95051                    New York, NY  10001

Telecopy:  408-731-3301                   Telecopy:  212-244-0031

E-mail:    singh@yahoo-inc.com            E-mail:    daniel@netgrocer.com

                                      -8-



                                   EXHIBIT A
                             NETGROCER COMPETITORS


                                      [*]


                                      -9-



                                   EXHIBIT B

                              EXCLUSIVE PROPERTIES

                            www.yahoo.com DIRECTORY
                          www.yahoo.com SEARCH RESULTS
                                YAHOO GET LOCAL

                 YAHOO METROS (ANY ADDITIONAL METROS LAUNCHED)
                                 YAHOO ATLANTA
                                  YAHOO MIAMI
                                 YAHOO NEW YORK
                                  YAHOO BOSTON
                                 YAHOO CHICAGO
                               YAHOO LOS ANGELES
                              YAHOO SAN FRANCISCO
                                 YAHOO SEATTLE
                                  YAHOO AUSTIN
                                  YAHOO DALLAS
                              YAHOO WASHINGTON, DC
                           YAHOO MINNEAPOLIS/ST. PAUL

                              YAHOO PEOPLE SEARCH
                               YAHOO CLASSIFIEDS
                                   YAHOO NEWS
                                 YAHOO WEATHER
                                   YAHOO MAPS
                                  YAHOO SPORTS
                                 YAHOO FINANCE

                          VISA SHOPPING GUIDE BY YAHOO


                                      -10-



                                   EXHIBIT C
                                     YEAR 1

                                YAHOO! MAIN SITE
                          ADVERTISING INSERTION ORDER
                              HTTP:/WWW.YAHOO.COM

ORDER         #11514                   SALES CONTACT     Scott Hoffman
REVISION      0
TYPE                                   PHONE             212-508-0242
DATE          04/09/98                 FAX               212-750-5917
                                       EMAIL             shoffman@yahoo-inc.com
ADVERTISER    NetGrocer Inc.           AGENCY
URL
ADDRESS       333 7th Ave 11th Floor   ADDRESS
              New York, NY 10001
CONTACT       Daniel Nissen            CONTACT
PHONE         212-980-4770 x 10        PHONE
FAX           212-980-3899             FAX
EMAIL         daniel@netgrocer.com     EMAIL
-------------------------------------------------------------------------------


Start Date:   End Date:                Contract Length:
04/15/98      04/14/99                 365 Days

Location:     Total Clicks             Total Amount

Network
Space Groups
 4/15/98 - 4/14/99 run_network         [*]                    [*]

Visa Shopping Guide By Yahoo!                                 [*]
 4/15/98 - 4/14/99 /food merchant spotlight

Other Instructions
Yahoo! guarantees [*] click throughs per contract quarter from April 15th
1998 to April 14th 1999 at [*] per click, in accordance with page 2, section 7
of the attached advertising agreement dated April 1998. This insertion order
shall be referred to as exhibit C Year 1 of the attached advertising agreement.

                     Total Net Cost                        [*]
                     Terms: Net 30 days
                     Billing Instructions:  Monthly

-------------------------------------------------------------------------------

MATERIALS: Banner: 460w x 55h pixels, less than 8 bytes, GIF format: target
URL, Alt Text (30 characters max).


All materials must be delivered at least 7 business days before the start date
to admin@aol.com. Any changes during the insertion terms must be delivered at
least 4 business days prior to change. A Yahoo! Insertion Order Number and
Flight Date must be referenced in all correspondence. Please see attached
"Yahoo! Advertising Banner Requirements and Submission Guidelines".

This insertion order is subject to the attached standard terms and conditions
for Yahoo! advertising and is valid for three (3) business days from the date
of this order. This agreement is non-cancelable.

Authorized by:                          Phone:                 Date:
              --------------------------      -----------------     -----------
Production Contact:                     Phone:                 Date:
                   ---------------------      -----------------     -----------

                                      -11-


                                   EXHIBIT C
                                     YEAR 2

                                YAHOO! MAIN SITE
                          ADVERTISING INSERTION ORDER
                              HTTP:/WWW.YAHOO.COM

ORDER       #11514A                   SALES CONTACT    Scott Hoffman
REVISION    0
TYPE                                  PHONE            212-508-0242
DATE        04/09/98                  FAX              212-750-5917
                                      EMAIL            shoffman@yahoo-inc.com
ADVERTISER  NetGrocer Inc.            AGENCY
URL
ADDRESS     333 7th Ave 11th Floor    ADDRESS
            New York, NY 10001
CONTACT     Daniel Nissen             CONTACT
PHONE       212-980-4770 x 10         PHONE
FAX         212-980-3899              FAX
EMAIL       daniel@netgrocer.com      EMAIL
-------------------------------------------------------------------------------


Start Date:                        End Date:               Contract Length:
04/15/99                           04/14/00                365 Days

Location:                          Total Clicks            Total Amount

Network
Space Groups
 4/15/99 - 4/14/00 run_network     [*]                     [*]

Visa Shopping Guide By Yahoo!                              [*]
 4/15/99 - 4/14/00 /food merchant spotlight

Other Instructions
Yahoo! guarantees [*] click throughs per contract quarter from April 15th
1999 to April 14th 2000 at [*] per click, in accordance with page 2, section
7 of the attached advertising agreement dated April 1998. This insertion order
shall be referred to as exhibit C Year 2 of the attached advertising agreement.

                                Total Net Cost                       [*]
                                Terms: Net 30 days
                                Billing Instructions:  Monthly

-------------------------------------------------------------------------------

MATERIALS: Banner: 460w x 55h pixels, less than 8 bytes, GIF format: target
URL, Alt Text (30 characters max).

All materials must be delivered at least 7 business days before the start date
to admin@aol.com. Any changes during the insertion terms must be delivered at
least 4 business days prior to change. A Yahoo! Insertion Order Number and
Flight Date must be referenced in all correspondence. Please see attached
"Yahoo! Advertising Banner Requirements and Submission Guidelines".

This insertion order is subject to the attached standard terms and conditions
for Yahoo! advertising and is valid for three (3) business days from the date
of this order. This agreement is non-cancelable.

Authorized by:                          Phone:                 Date:
              --------------------------      -----------------     -----------
Production Contact:                     Phone:                 Date:
                   ---------------------      -----------------     -----------

                                      -12-


NetGrocer Inc.
Insertion Order #11514
Exhibit C to Advertising Agreement dated April, 1998

YEAR ONE 4/15/1998 - 4/14/1999



===========================================================================================================================
     **           Q1         Q1         Q1         Q1        Q2         Q2         Q2         Q2         Q3         Q3     
                 Month      Month      Month     TOTAL      Month      Month      Month      TOTAL      Month      Month   
                   1          2          3                    4          5          6                     7          8     
---------------------------------------------------------------------------------------------------------------------------
CLICKS                                         [*]                                         [*]                             
                                                                                                                           
---------------------------------------------------------------------------------------------------------------------------
                                                                                          
Payment        [*]        [*]        [*]       [*]        [*]        [*]        [*]        [*]        [*]        [*]   
Due            0          0          0         0          0          0          0          0          0          0         
   Net 30
===========================================================================================================================


==============================================================================
   Q3         Q3         Q4         Q4         Q4        Q4         YEAR 1
  Month      TOTAL      Month     Month      Month      TOTAL       TOTAL
    9                    10         11         12
------------------------------------------------------------------------------
                                                     
           [*]                                        [*]        [*]
                                                      0
------------------------------------------------------------------------------
[*]        [*]        [*]       [*]        [*]        [*]        [*]
0          0          0         0          0          00         0

==============================================================================


**Month 1 commences April 15, 1998


YEAR TWO 4/15/1999 - 4/14/2000



===========================================================================================================================
     **           Q1         Q1         Q1         Q1        Q2         Q2         Q2         Q2         Q3         Q3     
                 Month      Month      Month     TOTAL      Month      Month      Month      TOTAL      Month      Month   
                  13         14         15                   16         17         18                    19         20     
---------------------------------------------------------------------------------------------------------------------------
                                                                                          
CLICKS                                         [*]                                         [*]
                                                                                                                           
---------------------------------------------------------------------------------------------------------------------------
Payment        [*]        [*]        [*]       [*]        [*]        [*]        [*]        [*]        [*]        [*]
Due            0          0          0         0          0          0          0          0          0          0         
   Net 30
===========================================================================================================================

==============================================================================
   Q3         Q3         Q4         Q4         Q4        Q4         YEAR 2
  Month      TOTAL      Month     Month      Month      TOTAL       TOTAL
   21                    22         23         24
------------------------------------------------------------------------------
                                                     
           [*]                                        [*]        [*]
                                                      0
------------------------------------------------------------------------------
[*]        [*]        [*]       [*]        [*]        [*]        [*]
0          0          0         0          0          50         0

==============================================================================


**Month 1 commences April 15, 1999


                                      -13-