Marketing Agreement - CUC International Inc. and Net Grocer 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.

                              MARKETING AGREEMENT

         Marketing Agreement dated as of November 17, 1997 (the "Agreement"),
between CUC International Inc., a Delaware corporation with principal offices
at 707 Summer Street, Stamford, Conn. 06901 ("CUC"), and Net Grocer Inc., a
Delaware corporation with principal offices at 919 Third Avenue, 18th floor,
New York, New York 10022 ("NetGrocer").

         WHEREAS, NetGrocer operates an Internet-based service (the "NetGrocer
Service"), currently under the name "NetGrocer", which, among other things,
provides certain supermarket services to individuals, businesses and other
groups (all such users of NetGrocer, the "NetGrocer Users"), and which is
currently located on the World Wide Web at the Uniform Resource Locator ("URL")
address identified as "www.netgrocer.com" (the "NetGrocer Website");

         WHEREAS, CUC operates an Internet-based business under the name
"NetMarket" (such business, "NetMarket"), which provides online,
membership-based consumer services, in areas such as travel, shopping, auto and
dining, to its members as well as to other individuals, businesses and groups
(all such users of NetMarket, whether or not they are members of NetMarket, the
"NetMarket Users"), and which is currently located on the World Wide Web at the
URL address identified as "www.netmarket.com" (the "NetMarket Website");

         WHEREAS, NetGrocer desires to create, with the cooperation of
NetMarket, a customized version of the NetGrocer Service, which would provide
the same general features as the NetGrocer Service but would be customized to
match the style, layout, colors and general appearance of the NetMarket Website
(the "Customized NetGrocer Service");

         WHEREAS, NetMarket desires to establish a separate location within the
NetMarket Website (the "Customized NetGrocer Site") in which the primary
frame(s) of such location would display the Customized NetGrocer Service (which
would be linked on a real-time basis to NetGrocer's computer servers) and which
would offer access to the Customized NetGrocer Service to all NetMarket Users;

         WHEREAS, NetGrocer desires to offer access from the NetGrocer Website
to the NetMarket Website to all NetGrocer Users and to otherwise promote use of
the NetMarket Website;

         WHEREAS, CUC desires to offer membership in NetMarket to NetGrocer
Users accessing the NetMarket Website from the NetGrocer Website (those
NetGrocer Users who become members in NetMarket as a result of being linked to
the NetMarket Website from the NetGrocer Website pursuant to this Agreement are
hereafter referred to as "Members"); and



         WHEREAS, NetGrocer desires to offer products and services to all
NetMarket Users accessing the Customized NetGrocer Service through the
Customized NetGrocer Site (those NetMarket Users who initially purchase
products or services from NetGrocer as a result of accessing the Customized
NetGrocer Service through the Customized NetGrocer Site, are hereafter referred
to as "Customized NetGrocer Customers").

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, and intending to be legally bound hereby, CUC and
NetGrocer agree as follows:

1.       Responsibilities of NetGrocer.

         (a) Placement of NetMarket Link. Commencing on or prior to December
31, 1997, NetGrocer will feature an icon for NetMarket (the "NetMarket Link")
that shall include a hyperlink from the NetGrocer Website to either (i) a
customized "bridge" page which is displayed on the NetGrocer Website but which
is linked on a real-time basis to NetMarket's computer servers, that explains
the various features of NetMarket and then allows access to NetMarket, or (ii)
certain promotional Internet pages located on the NetMarket Website that
explain the various features of NetMarket and then provide access to NetMarket,
in either case as determined by CUC in its reasonable discretion. The NetMarket
Link shall be displayed on the "home page" of the NetGrocer Website (i.e., on
the primary, top level page of such NetGrocer Website) or on such other
equivalent promotional location on the NetGrocer Website which has at least the
same traffic, exposure and prominence as such home page (such other equivalent
promotional location, the "Equivalent Space"); in particular, the NetMarket
Link will appear on the initial, viewable space of such home page or Equivalent
Space (also known as being placed "above the fold") so that persons viewing
such home page or Equivalent Space do not have to scroll down such home page or
Equivalent Space, or take any other similar action to move around such home
page or Equivalent Space, in order to view such NetMarket Link when they
initially view such home page or Equivalent Space on their computer screen. The
NetMarket Link shall contain a URL (or other similar means), to be provided by
NetMarket, that shall contain a unique marker so that NetMarket can determine
if a NetMarket User entered the NetMarket Website from the NetGrocer Website.
CUC shall provide NetGrocer with a copy of the icon for the NetMarket Link
which shall be initially in a Graphics Interchange Format (a "GIF format");
NetGrocer shall display such icon so that it is at least as large as the icons
or other similar images which are displayed on the NetGrocer Website for any
other third party's services or for any NetGrocer services which are
non-retail-grocery in nature, but in no event smaller than 120 pixels by 40
pixels (or other comparable size measurement representing the same amount of
space). In addition to the placement of the NetMarket Link on its home page,
NetGrocer shall take other reasonable steps to promote NetMarket on the
NetGrocer Website, including, without limitation, (x) placing advertisements
for NetMarket on the NetGrocer Website in a prominent position in front of the
NetGrocer User immediately after the time that a NetGrocer User submits an
order to purchase a product or service through the NetGrocer Website

                                      -2-


(such advertisements, the "Checkout Ads"), and (y) placing occasional "banner"
advertisements, if available, relating to the NetMarket Website or other
similar measures.

         (b) Cooperation with respect to the Customized NetGrocer Site.
NetGrocer shall cooperate with CUC in the creation of the Customized NetGrocer
Site, including, without limitation, (i) creating and modifying, from time to
time as required, the Customized NetGrocer Service so that it has the same
general features as the NetGrocer Service (e.g., the same product categories,
the same product prices, quantities, brands, nutritional or health information,
characteristics and visual images, the same sale terms and conditions, the same
customer assistance features, etc.) but is customized to fit the style, layout,
colors and general appearance of the NetMarket Website; (ii) making such
modifications to the Customized NetGrocer Service as may from time to time be
reasonably requested by CUC; (iii) establishing and maintaining the Customized
NetGrocer Service on NetGrocer's computer servers and creating electronic links
between NetMarket and NetGrocer so that NetMarket can obtain instant access to
such Customized NetGrocer Service and is able to display the Customized
NetGrocer Service on the Customized NetGrocer Site and provide the Customized
NetGrocer Service to all NetMarket Users; (iv) creating electronic links
between NetMarket and NetGrocer so that NetMarket can secure direct access to
the applicable NetGrocer database in order to obtain and use any information
relating to each purchase effected through the Customized NetGrocer Site (e.g.,
the dollar amount of each such purchase, the items acquired, the amount of any
rebates or discounts granted with respect to each such purchase, the delivery
status of each such purchase, the name, address, phone number and e-mail
address of each such purchaser, etc.) (such information, the "Data"), subject
to the limitations set forth below in this Section 1(b); (v) processing and
fulfilling all order(s) received by NetGrocer with respect to each person who
purchases any NetGrocer products or services offered through the Customized
NetGrocer Site; and (vi) treating each NetMarket User that utilizes the
Customized NetGrocer Site no less favorably than the manner in which NetGrocer
generally treats each NetGrocer User. In connection with the provisions of
Section 1(b)(iv) above, NetGrocer hereby grants CUC and its affiliates a
non-exclusive, worldwide, royalty-free license to use the Data for any purpose
whatsoever; provided that neither CUC nor any of its affiliates shall be
permitted to sell or license the Data to any third party, or provide such Data
to any of the suppliers of the Company, or use the Data to sell or provide any
consulting services to any third party which competes with the Company with
respect to the NetGrocer Services, in each case without the prior written
consent of NetGrocer (which consent may be withheld by NetGrocer in its sole
discretion).

         (c) Review of NetMarket Promotional Content. The parties acknowledge
and agree that CUC will provide to NetGrocer, at NetGrocer's request and for
NetGrocer's advance written approval (which approval shall not be unreasonably
withheld by NetGrocer), copies of the content and design of the NetMarket Link
and the Checkout Ad and all listings, links and other uses of, or references
to, NetMarket or the NetMarket trademark which are to be set forth on the
NetGrocer Website or otherwise

                                      -3-


utilized by NetGrocer in connection with this Agreement (such NetMarket
materials and all other such NetMarket content, designs, trademarks, trade
names, service marks, service names, copyrighted material, listings, links,
uses, references and other information, the "NetMarket Promotional Content").
In the event that NetGrocer proposes to use any NetMarket Promotional Content
which has not been developed by NetMarket or previously reviewed by NetMarket,
NetGrocer shall provide to CUC copies of such NetMarket Promotional Content for
CUC's advance written approval (which approval shall not be unreasonably
withheld by CUC). Notwithstanding anything to the contrary contained in this
Section 1(c), other than with respect to the NetMarket Link, there shall be no
approval requirement with respect to any NetMarket Promotional Content which is
substantially similar to NetMarket Promotional Content which has been
previously-approved by CUC. NetGrocer acknowledges that CUC shall retain full
rights and ownership over, and NetGrocer shall make no claim on, any and all
NetMarket Promotional Content, even if such NetMarket Promotional Content was
developed in whole or in part by NetGrocer. Subject to the provisions of this
Agreement (including, without limitation, the other provisions of this Section
1(c)), during the term of this Agreement, CUC grants to NetGrocer a
non-exclusive, non-assignable, worldwide, royalty-free license to use the
NetMarket Promotional Content in connection with the uses contemplated pursuant
to this Agreement; provided that, unless otherwise agreed to in writing by CUC,
no such permitted use shall (i) be of lower quality than the manner in which
CUC uses generally the particular NetMarket Promotional Content in question;
(ii) be harmful to the public image of CUC and its affiliates in any meaningful
respect; or (iii) violate in any material respect any of the express provisions
of this Agreement.

         (d) Responsibilities Relating to Customized NetGrocer Customers.
NetGrocer shall: (i) bill for and collect from Customized NetGrocer Customers
any amounts charged with respect to any products or services purchased by such
persons by or through NetGrocer; (ii) maintain all customer and other records
pertaining to such persons; (iii) provide all NetGrocer products and services
to such persons; and (iv) otherwise service such persons with respect to those
matters which relate to NetGrocer. NetGrocer agrees that in providing products
or services to each Customized NetGrocer Customer, it shall: (x) provide such
products and services in a manner consistent with the way in which such
products or services were advertised or represented by NetGrocer to such
Customized NetGrocer Customer; (y) treat such Customized NetGrocer Customer
fairly and in accordance with reasonable business practices; and (z) comply
with all applicable laws. Except upon the prior written consent of CUC,
NetGrocer shall not make any representation or warranty to any Customized
NetGrocer Customer or to any other party concerning NetMarket, CUC or any of
their respective vendors, representatives or affiliates or concerning any of
their respective products or services. Except as otherwise expressly provided
in this Agreement and except with respect to the NetMarket Promotional Content
and the actual operation of the Customized NetGrocer Site, NetGrocer shall have
complete control over, and all rights and liabilities relating to, the content
set forth on the NetGrocer Website, the content set forth on the Customized
NetGrocer Site which is unique to the NetGrocer Service, the NetGrocer Service,
the Customized NetGrocer Service, the NetGrocer

                                      -4-


relationship with the Customized NetGrocer Customers, and all NetGrocer-related
information collected from the Customized NetGrocer Customers. Notwithstanding
the foregoing and notwithstanding anything to the contrary contained herein,
the parties agree that the Customized NetGrocer Site shall not sell or provide
any non-grocery products or services which at any time compete with any of the
products or services offered through the NetMarket Website (other than those
non-grocery products or services which are offered through the NetGrocer
Website on the date hereof), unless NetGrocer obtains the prior written consent
of CUC (which may be withheld by CUC in its sole discretion); provided that the
foregoing limitation shall not restrict the ability of NetGrocer and its
affiliates to offer any products or services (including non-grocery products or
services) through the NetGrocer Website or through any other Internet location
(other than through the Customized NetGrocer Site).

2.       Responsibilities of CUC.

         (a) Creation of Customized NetGrocer Site. Commencing on or prior to
December 31, 1997, NetMarket will: (x) create a link from the home page of the
NetMarket Website to the Customized NetGrocer Site and cooperate with NetGrocer
in the creation of the Customized NetGrocer Service and the Customized
NetGrocer Site; and (y) feature an icon for the Customized NetGrocer Service
(the "Customized NetGrocer Link") on the "home page" of its NetMarket Website
(i.e., on the primary, top level page of such NetMarket Website), and on the
initial shopping page of the NetMarket Website, which in each case shall
include a hyperlink to the Customized NetGrocer Site. Such Customized NetGrocer
Link shall be placed in an area of the home page of the NetMarket Website so
that it has the same prominence as the icons identifying other services of
NetMarket, such as the shopping, auto and travel services. Unless otherwise
mutually agreed to by the parties, the Customized NetGrocer Link shall identify
the Customized NetGrocer Site as either the groceries page of the NetMarket
Website or as "NetGrocer," and once a NetMarket User has accessed the
Customized NetGrocer Site, the Customized NetGrocer Site shall be identified as
"NetGrocer". NetMarket may create on the NetMarket Website such other links to
the Customized NetGrocer Site as NetMarket determines in its sole discretion.
In addition to the preceding provisions of this Section 2(a), NetMarket shall
take other reasonable steps to promote the Customized NetGrocer Site from time
to time (e.g., placing occasional "banner" advertisements, if available,
relating to the Customized NetGrocer Site or other similar measures).

         (b) Providing Access for NetGrocer Users to the NetMarket Website. CUC
shall permit access to the NetMarket Website to all NetGrocer Users who wish to
visit the NetMarket Website and utilize NetMarket from the NetGrocer Website
(including, without limitation, all NetGrocer Users who wish to enroll as
Members of NetMarket through NetGrocer and all NetGrocer Users who are already
Members and who wish to visit the NetMarket Website).

         (c) Review of NetGrocer Promotional Content. With respect to any
NetGrocer Promotional Content (as defined below) which is to be provided by

                                      -5-


NetGrocer to NetMarket pursuant to this Agreement, NetGrocer shall provide to
NetMarket copies of the content and design of such NetGrocer Promotional
Content, for NetMarket's advance written approval (which approval shall not be
unreasonably withheld by NetMarket). In addition, in the event that NetMarket
proposes to use any NetGrocer Promotional Content which has not been developed
by NetGrocer or previously reviewed by NetGrocer, NetMarket shall provide to
NetGrocer copies of such NetGrocer Promotional Content for NetGrocer's advance
written approval (which approval shall not be unreasonably withheld by
NetGrocer). Notwithstanding anything to the contrary contained in this Section
2(c), other than with respect to the Customized NetGrocer Link, there shall be
no approval requirement with respect to any NetGrocer Promotional Content which
is substantially similar to NetGrocer Promotional Content which has been
previously-approved by NetGrocer. CUC acknowledges that NetGrocer shall retain
full rights and ownership over all NetGrocer Promotional Content, even if such
NetGrocer Promotional Content was developed in whole or in part by NetMarket.
For purposes of this Agreement, the term "NetGrocer Promotional Content" shall
mean all content and designs which are unique to NetGrocer or the NetGrocer
Service and all uses of, or references to, any NetGrocer trademarks, trade
names, service marks, service names or copyrighted material which are to be set
forth on the NetMarket Website (including, without limitation, in connection
with the Customized NetGrocer Link) or the Customized NetGrocer Site or which
are otherwise utilized by NetMarket in connection with this Agreement. Subject
to the provisions of this Agreement (including, without limitation, the other
provisions of this Section 2(c)), during the term of this Agreement, NetGrocer
grants to CUC a non-exclusive, non-assignable, worldwide, royalty-free license
to use the NetGrocer Promotional Content in connection with the uses
contemplated pursuant to this Agreement; provided that, unless otherwise agreed
to in writing by NetGrocer, no such permitted use shall (i) be of lower quality
than the manner in which NetGrocer uses generally the particular NetGrocer
Promotional Content in question; (ii) be harmful to the public image of
NetGrocer and its affiliates in any meaningful respect; or (iii) violate in any
material respect any of the express provisions of this Agreement.

         (d) Responsibilities Relating to Members. CUC shall: (i) bill for and
collect from NetMarket Users and Members any membership fee amounts owed to
NetMarket as well as all other amounts charged with respect to any products or
services purchased by such persons through NetMarket; (ii) maintain all
membership and other records pertaining to such persons; (iii) provide all
NetMarket products and services to such persons; and (iv) otherwise service
such persons with respect to those matters which relate to NetMarket. CUC may,
at its option, provide NetMarket Users who become Members with a user name and
password in order to access NetMarket and make use of NetMarket's benefits and
in order to allow Network Users to use a credit card to make payment for
merchandise purchased through NetMarket. CUC agrees that in providing products
or services to each Member, it shall: (x) provide such products and services in
a manner consistent with the way in which such products or services were
advertised or represented by NetGrocer to such Member; (y) treat such Member
fairly and in accordance with reasonable business practices; and (z) comply
with all applicable laws. Except as otherwise expressly contemplated pursuant
to this Agreement in

                                      -6-


connection with the operation of the Customized NetGrocer Site, CUC shall not,
without the prior written consent of NetGrocer, make any representation or
warranty to any Member or to any other party concerning NetGrocer or any of its
vendors, representatives or affiliates or concerning any of their respective
products or services (other than those which have already been expressly made
by NetGrocer or any such vendors, representatives or affiliates). Except as
otherwise expressly provided in this Agreement and except with respect to the
NetGrocer Promotional Content, CUC shall have complete control over, and all
rights and liabilities relating to, the content set forth on the NetMarket
Website, the content set forth on the Customized NetGrocer Site which is unique
to NetMarket, the NetMarket service, the NetMarket relationship with the
NetMarket Users and Members, and all NetMarket-related information collected
from the NetMarket Users and Members.

3.       Additional Arrangements.

         (a) Optional Cross-Promotional Arrangements. NetGrocer and CUC shall,
from time to time, discuss and consider various ways that NetMarket and
NetGrocer might be able to cross-promote each other's products and services, to
the extent commercially feasible.

         (b) NetMarket Products Made Available to NetGrocer. Subject to the
mutual agreement of each of the parties as to the specific terms and conditions
of each such arrangement, CUC shall permit NetGrocer to sell, through its
NetGrocer Website, certain of the products which are offered for sale to
NetMarket Users through the shopping area of the NetMarket Website (such
products, the "Wholesale NetMarket Products"); provided that NetGrocer shall
not be permitted to sell such Wholesale NetMarket Products at prices which are
below the prices which NetMarket charges at that time to the members of
NetMarket. NetGrocer shall pay to CUC for such Wholesale NetMarket Products an
amount equal to the prices which NetMarket charges at that time to the members
of NetMarket or such lower price as may be mutually agreed to by the parties.

         (c) Further Assistance. Each party (such party, the "Assisting Party")
shall, upon reasonable request by the other party (such other party, the
"Requesting Party"), cooperate with, and use its reasonable efforts to assist,
the Requesting Party and its subsidiaries and affiliates with respect to the
fulfillment of such Requesting Party's obligations hereunder and with respect
to such other matters as may be reasonably contemplated pursuant to this
Agreement; provided that the Requesting Party shall pay any actual
out-of-pocket costs reasonably incurred by the Assisting Party with respect to
its provision of any such assistance.

         (d) Certain Customer Service Obligations. In the event that NetMarket
receives any customer service requests from a NetMarket User relating to the
Customized NetGrocer Service by phone or e-mail, it shall forward such requests
to NetGrocer in a reasonably prompt manner (and in any event, shall use its
reasonable

                                      -7-


efforts to forward such requests to NetGrocer within twenty-four hours of
receiving any such request).

4.       Commissions Payable by NetMarket.

         (a) Commission Payable by NetMarket Relating to Members. During the
term of this Agreement, CUC shall pay NetGrocer a commission equal to [*]
of all Net Membership Revenue (as defined below) received by CUC after the 
date of this Agreement from any NetGrocer User who becomes a Member
of NetMarket as a result of initially accessing the NetMarket Website from the
NetGrocer Website pursuant to this Agreement (such commission, the "Membership
Commission"). CUC shall pay such Membership Commission amounts on a quarterly
basis to NetGrocer within twenty (20) days following the end of each calendar
quarter. For purposes of this Agreement, the term "Net Membership Revenue"
shall mean all membership fees received by CUC from NetGrocer Users who become
Members of NetMarket as a result of initially accessing the NetMarket Website
from the NetGrocer Website (not inclusive of revenue from trial period
memberships), minus any credits, refunds, charge backs, discounts and rebates
and minus any applicable sales, use, excise or similar taxes, in each case
payable or incurred by CUC in respect of such membership fees.

         (b) Reports to be Provided by CUC to NetGrocer. At the time that CUC
makes its quarterly payment to NetGrocer, CUC shall deliver to NetGrocer a
report showing: (i) the total number of NetGrocer Users who became Members
during the quarter in question; (ii) the total number of visits by NetGrocer
Users who, during the quarter in question, visited the NetMarket Website from
the NetGrocer Website; (iii) the total number of Members who ceased being
Members during the quarter in question; and (iv) the Membership Commission
amounts that are payable with respect thereto. In addition, within twenty (20)
days following the end of each month, CUC shall deliver to NetGrocer a report
showing the same information required to be provided in the quarterly report
referred to in the previous sentence as it pertains to the month in question.
CUC shall also deliver to NetGrocer, upon NetGrocer's reasonable request, such
other information relating to Members or NetGrocer Users visiting the NetMarket
Website.

5.       Commissions Payable by NetGrocer.

         (a) Commission Payable by NetGrocer on NetMarket-User Revenues. During
the term of this Agreement, NetGrocer shall pay CUC a commission equal to [*]
of all Net Transaction Revenue (as defined below) received by NetGrocer and 
its affiliates after the date of this Agreement (such commission, the 
"Transaction Commission"). NetGrocer shall pay such Transaction Commission
amounts on a quarterly basis to CUC within twenty (20) days following the end
of each calendar quarter. For purposes of this Agreement, the term "Net
Transaction Revenue" shall mean all revenues received by NetGrocer and its
affiliates from any NetMarket User who purchases products or services either
(x) through the Customized NetGrocer Site or (y) through NetGrocer as a result
of initially registering on the NetGrocer Website

                                      -8-


from the NetMarket Website, minus in either such case any credits, refunds,
charge backs, discounts, rebates and shipping expenses and minus any applicable
sales, use, excise or similar taxes, in each case payable or incurred by
NetGrocer in respect of such revenues. The Transaction Commission shall apply
to those Customized NetGrocer Customers who are both new and repeat customers
of NetGrocer (including subsequent transactions that take place through the
Customized NetGrocer Site, the NetGrocer Website or otherwise); provided that,
notwithstanding the foregoing, NetGrocer shall not be obligated to pay
Transaction Commissions of more than: (i) [*] per each Customized NetGrocer
Customer who was not a member of NetMarket at the time such person originally
became a Customized NetGrocer Customer; and (ii) [*] per each Customized
NetGrocer Customer who was a member of NetMarket at the time such person
originally became a Customized NetGrocer Customer; provided further that in the
case of any Customized NetGrocer Customer covered by clause (i) of this Section
5(a) who subsequently becomes a member of NetMarket, NetGrocer shall not be
obligated to pay Transaction Commissions with respect to such Customized
NetGrocer Customer of more than the greater of (A) [*] or (B) [*]


         (b) Reports to be Provided by NetGrocer to CUC. At the time that
NetGrocer makes its quarterly payment to CUC, NetGrocer shall deliver to CUC a
report showing: (i) the total number of NetMarket Users who, during the quarter
in question, purchased products or services through NetGrocer and its
affiliates either (x) through the Customized NetGrocer Site or (y) through
NetGrocer as a result of initially registering on the NetGrocer Website from
the NetMarket Website; (ii) the total number of visits by NetMarket Users who,
during the quarter in question, visited the Customized NetGrocer Site or the
NetGrocer Website from the NetMarket Website, broken down between those persons
covered by clause (i) above and those not covered by such clause(i); (iii) the
amounts purchased by such NetMarket Users; and (iv) the Transaction Commission
amounts that are payable with respect thereto. In addition, within twenty (20)
days following the end of each month, NetGrocer shall deliver to CUC a report
showing the same information required to be provided in the quarterly report
referred to in the previous sentence as it pertains to the month in question.
NetGrocer shall also deliver to CUC, upon CUC's reasonable request, such other
information relating to Customized NetGrocer Customers or NetMarket Users
visiting the NetGrocer Website.

6.       Other Payment Provisions.

         (a) Rebates to NetMarket Members. During the term of this Agreement,
NetGrocer shall pay to all members of NetMarket (including, without limitation,
the Members) a cash rebate on all amounts paid to NetGrocer by such members for
any products or services purchased by such members through NetGrocer, which
cash rebate shall be equal [*] of the net price (i.e., the price paid by such 
customer, excluding any shipping charges and sales tax amounts and after giving
effect to any credits and discounts or any types of rebates (other than the 
one referred to in this Section 6(a)) otherwise given at such time to such 
customer),

                                      -9-


normally paid at such time by similar customers of NetGrocer (such cash rebate,
the "NetGrocer Rebate"). NetGrocer further agrees that, in order to give full
effect to such NetGrocer Rebate, it shall not charge any members of NetMarket
(including, without limitation, the Members) prices for any products or
services sold through NetGrocer which are higher than the normal retail
purchase price charged at such time for such products or services (calculated
prior to giving effect to the NetGrocer Rebate), and shall not charge such
persons for any other amounts which are not, or deny such persons discounts or
credits or any other rebates which are, normally extended at such time to other
customers of NetGrocer. NetGrocer agrees to pay such NetGrocer Rebate at the
time of each such purchase to the members of NetMarket in such form as
NetMarket may reasonably specify, which form may include (x) transferring
monthly, within 20 days of the end of each month, the cash amount of each
NetGrocer Rebate to NetMarket at such bank accounts as may be specified by
NetMarket, so that such NetGrocer Rebate may be credited by NetMarket towards
such member's account (whether in the form of "netMarket cash" or otherwise);
or (y) the granting of a credit by NetGrocer against the purchase price to be
paid by such member with respect to each such transaction. Notwithstanding the
foregoing, NetGrocer shall not be obligated to pay a NetGrocer Rebate for any
person who ceases to be a member of NetMarket following the date on which such
person ceases to be a member of NetMarket. CUC may also grant members of
NetMarket (including, without limitation, the Members) such other cash rebates
on the amounts paid to NetGrocer by such members for any products or services
purchased by such members through NetGrocer; provided that in the event that
NetGrocer incurs any out-of-pocket costs in connection with such other rebates
(other than the NetGrocer Rebate), CUC shall reimburse NetGrocer on a monthly
basis, within 20 days following the end of each month.

         (b) Acceptance of NetMarket Cash. NetGrocer agrees to accept, as
either partial or full payment for any NetGrocer goods or services purchased by
a NetMarket User through the Customized NetGrocer Site, any credit given to
such customer by NetMarket, whether in the form of "netMarket cash" or other
similar form; provided that: (i) NetGrocer shall verify with NetMarket whether
or not such customer is eligible to apply any such credit (whether in the form
of "netMarket cash" or other similar form); (ii) NetMarket and NetGrocer shall
create electronic links between NetMarket and NetGrocer so that NetGrocer can
secure direct access to the applicable NetMarket database in order to verify
automatically whether or not such customer is eligible to apply any such credit
(whether in the form of "netMarket cash" or other similar form); and (iii)
NetMarket shall reimburse NetGrocer, on a monthly basis, within 20 days
following the end of each month, for any such credits which are extended to
eligible NetMarket Users by NetGrocer pursuant to this sentence.

         (c) Records; Audit Rights. Each party shall prepare and maintain, for
a period of at least one (1) year from the date in which the particular record
in question was generated, adequate records relating to the obligations which
may be owed by such party pursuant to Sections 4, 5 and 6 of this Agreement,
and each such party shall provide to the other party, at the other party's
option and expense, such records as the other party may reasonably request from
time to time in connection therewith. Upon

                                      -10-


not less than seven (7) business days' prior written notice to the other party,
any party hereto may request that it be given access to and the right to
inspect, during the other party's normal business hours, that portion of the
other party's records which relates to the performance by such other party of
its obligations under Sections 4, 5 and 6 of this Agreement; provided that the
requesting party: (i) must maintain the confidentiality of all non-public
information reviewed by it; (ii) may not unreasonably interfere with the other
party's normal business operations in connection with any such review by the
requesting party; (iii) must reimburse the other party for any out-of-pocket
expenses reasonably incurred by the other party in connection with the
provisions of this sentence (subject to the provisions of this Section 6(c));
and (iv) shall not be entitled to request more than twice per calendar year
access to the other party's records pursuant to this sentence. The requesting
party shall be solely responsible for the cost of any such audit, unless the
audit finds a discrepancy of more than ten percent (10%) in the amount that
should have been paid by the non-requesting party during the periods in
question, in which case the non-requesting party shall (x) pay for the
reasonable costs incurred by the requesting party in connection with such
audit, and (y) not be entitled to reimbursement pursuant to the provisions of
Section 6(c)(iii) above.

         (d) No Other Commissions, etc. Payable. Except for the commissions and
other amounts payable pursuant to Sections 4, 5 and 6 of this Agreement, any
payments for products purchased pursuant to Section 3(b) above, any
indemnification amounts owed pursuant to Section 12 below and the cost
reimbursement and other similar provisions expressly set forth in this
Agreement, there shall be no commission or other amounts owed by any party
hereto to the other party hereto (except as otherwise expressly agreed to in
writing by the parties).

7.       Term and Termination.

         (a) Initial Term; Renewal. The initial term of this Agreement shall
commence on the date hereof and shall terminate on the second anniversary of
the date hereof, unless terminated earlier pursuant to the provisions of
Section 7(b) hereof. Notwithstanding the provisions of the previous sentence,
the term of this Agreement shall, subject to the provisions of Section 7(b)
hereof, automatically renew for an additional one-year period after the second
anniversary of the date hereof and shall automatically renew for successive one
(1) year periods for each year thereafter, unless in any such case either party
gives the other party written notice of its intention not to so renew no later
than ninety (90) days prior to the commencement of any such renewal term.

         (b) Termination. Either party may terminate this Agreement at any
time: (i) upon sixty (60) days' written notice upon the material breach by
another party of any of the provisions hereof; or (ii) immediately upon the
commencement of a voluntary or involuntary bankruptcy, insolvency,
reorganization or similar proceeding for, the appointment of a receiver,
trustee, custodian, or similar official for, the winding-up or liquidation of,
or the sale or transfer (other than to a wholly-owned subsidiary of such

                                      -11-


party) or all or substantially all of the assets of, another party; provided
that any notice of proposed termination pursuant to clause (i) of this Section
7(b) must set forth in reasonable detail the nature of the breach which is
being alleged, and the party receiving such notice shall have thirty (30) days
from the date of its receipt of such notice to cure or remedy the alleged
breach, and upon such cure or remedy the notice of proposed termination shall
be deemed to be withdrawn and this Agreement shall continue in full force and
effect.

         (c) Survival of Obligations. Upon any termination of this Agreement in
accordance with the provisions of this Section 7, all obligations of the
parties hereto shall terminate without any liability on the part of any party
hereto to the other party (except for any liability of any party then in
breach); provided that any continuing obligations or provisions set forth in
Sections 9 through 13 of this Agreement shall survive any such termination;
provided further that in the event of any termination pursuant to this Section
7, each party shall pay the other party, within thirty (30) days following the
date of such termination, all amounts otherwise owed to the other party
pursuant to this Agreement as of the date of such termination, and there shall
be no further payment obligations owed pursuant to Sections 4, 5 or 6 of this
Agreement from the date of such termination forward. No termination by any
party hereto shall affect or limit any other right or remedy, at law or in
equity, which may otherwise be available to such terminating party with respect
to any other party which is then in breach. No termination or expiration of
this Agreement shall affect CUC's right, at its sole option, to extend or
renew, after the termination or expiration of this Agreement, the NetMarket
membership of any NetGrocer User who is a Member, which right shall continue
until the membership is canceled by either the Member or CUC.

8.       Representations, Warranties and Covenants.

         (a) Representations, Warranties and Covenants of CUC. CUC represents,
warrants and covenants that:

              (i) CUC is a corporation duly organized and validly existing
under the laws of the State of Delaware and has all requisite power and
authority to execute and deliver, and to perform all of its obligations under,
this Agreement.

              (ii) This Agreement constitutes the legal, valid and binding
obligation of CUC, enforceable against it in accordance with its terms, except
as such may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally and except as may be limited by general principles of equity.

              (iii) The execution and delivery of, and the performance of its
obligations under, this Agreement by CUC do not and will not (A) violate any
law, rule, regulation, order, writ, judgment, injunction, decree, determination
or award presently in effect having applicability to CUC as currently
interpreted and enforced, (B) with or without the giving of notice or the
passage of time or both, result in a breach or constitute a

                                      -12-


default under any material agreement to which CUC is a party or by which it is
bound, or (C) require any authorizations, consents, approvals, licenses,
exemption or filings with any third party or governmental authority.

              (iv) No part of the NetMarket Promotional Content, no operational
aspect of NetMarket, no content or design set forth on the NetMarket Website,
and, to the knowledge of CUC, no product or service to be furnished by
NetMarket through the NetMarket Website, does or will (A) infringe on or
violate in any material respect any patent, copyright, trade secret, trademark,
service mark or other proprietary right of any other party, (B) libel, defame
or improperly invade in any material respect the privacy of another party, or
(C) violate in any material respect any applicable law. NetMarket shall not,
with actual knowledge, directly link the NetMarket Website to another website
if such other website engages in any of the activities set forth in clauses (A)
through (C) of the previous sentence.

              (v) CUC has the right to grant to NetGrocer the rights to the
NetMarket Promotional Content which are set forth in this Agreement.

         (b) Representations, Warranties and Covenants of NetGrocer. NetGrocer
represents, warrants and covenants that:

              (i) NetGrocer is a corporation duly organized and validly
existing under the laws of the State of Delaware and has all requisite power
and authority to execute and deliver, and to perform all of its obligations
under, this Agreement.

              (ii) This Agreement constitutes the legal, valid and binding
obligation of NetGrocer, enforceable against it in accordance with its terms,
except as such may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and except as may be limited by general principles
of equity.

              (iii) The execution and delivery of, and the performance of its
obligations under, this Agreement by NetGrocer do not and will not (A) violate
any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability to NetGrocer,
as currently interpreted and enforced, (B) with or without the giving of notice
or the passage of time or both, result in a breach or constitute a default
under any material agreement to which NetGrocer is a party or by which it is
bound, or (C) require any authorizations, consents, approvals, licenses,
exemption or filings with any third party or governmental authority.

              (iv) No part of the NetGrocer Promotional Content, no operational
aspect of the NetGrocer Service, no content or design set forth or to be set
forth on the Customized NetGrocer Site or the NetGrocer Website, and, to the
knowledge of NetGrocer, no product or service to be furnished by NetGrocer
through the Customized NetGrocer Site or the NetGrocer Website, does or will
(A) infringe on or violate in any material respect any patent, copyright, trade
secret, trademark, service mark or other

                                      -13-


proprietary right of any other party, (B) libel, defame or improperly invade in
any material respect the privacy of another party, or (C) violate in any
material respect any applicable law. NetGrocer shall not, with actual
knowledge, directly link the NetGrocer Website to another website if such other
website engages in any of the activities set forth in clauses (A) through (C)
of the previous sentence.

              (v) NetGrocer has the right to grant to CUC the rights to the
NetGrocer Promotional Content which are set forth in this Agreement.

9. Disclaimers. EACH PARTY HERETO ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE
REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH IN SECTION 8 ABOVE), NO
PARTY HERETO IS MAKING, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS, ANY OTHER
REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE
SUBJECT MATTER OF THIS AGREEMENT. In addition, except for those uses
contemplated pursuant to this Agreement (which uses shall cease promptly
following the termination of this Agreement), neither party will make any use
of, or make any claims with respect to, any patents, copyrights, trademarks,
trade names, service marks, logos, domain names, inventions, know-how, trade
secrets, computer software or other similar property owned, licensed to or used
by the other party, without obtaining the other party's prior written consent.

10.      Confidentiality.

         (a) Confidential Treatment of Information Provided. Either party which
receives Confidential Information (as defined below) from the other party
hereto (such receiving party, as the case may be, the "Receiving Party", and
such disclosing party, as the case may be, the "Disclosing Party") shall
receive and maintain such Confidential Information in confidence. For purposes
of this Agreement, the term "Confidential Information" shall mean all
information received from the Disclosing Party or any of its affiliates or
representatives (including, without limitation, any know-how, trade secret,
process, confidential or proprietary report or information or other form of
information relating to the Disclosing Party's or its affiliates' business),
whether in written, oral, encoded, graphic, magnetic, electronic or in any
other tangible or intangible form, and whether or not labeled as confidential
or otherwise provided hereunder; provided that the term "Confidential
Information" shall not include any information that: (i) is or becomes
generally available to the public, other than as a result of a breach by the
Receiving Party or its affiliates or representatives of this Section 10(a);
(ii) was known by the Receiving Party or its representatives prior to the date
of this Agreement (except for any information provided to it by the other party
in contemplation of this Agreement); (iii) becomes available to the Receiving
Party or its representatives on a nonconfidential basis from a third party who
is not bound by any confidentiality obligation to the Disclosing Party or its
subsidiaries or affiliates; or (iv) was independently developed by either
party's employees or agents (so long as such party's employees or agents had no
access to or benefit of any of the information in

                                      -14-


question). The Receiving Party further agrees not to use, disclose, reproduce
or dispose of any Confidential Information in any manner except as expressly
permitted by this Agreement. The Receiving Party agrees to restrict disclosure
of any Confidential Information solely to its employees, accountants and other
similar representatives who have a need to know and to advise such persons of
their obligations of confidentiality and non-disclosure hereunder. Further, the
Receiving Party shall not disclose any Confidential Information to third
parties, including independent contractors or consultants, without the prior
express written consent of the Disclosing Party and shall advise such third
parties, in the event of such consent, of their obligations of confidentiality
and non-disclosure hereunder. The Receiving Party agrees to use reasonable
means, not less than those used to protect its own proprietary information, to
safeguard such Confidential Information. Notwithstanding the foregoing, it
shall not be a breach of this Agreement for either party to disclose
Confidential Information of the other party if (x) compelled to do so under
law, whether pursuant to a judicial or governmental investigation or proceeding
or otherwise, provided that the Disclosing Party has been given reasonable
prior notice and the opportunity, if reasonably practicable, to try to prevent
or limit such disclosure through a court order or other appropriate legal
means, or (y) necessary in any legal proceedings based upon the provisions and
terms of this Agreement, provided that the Disclosing Party uses its reasonable
efforts to try to prevent or limit such disclosure.

         (b) Confidential Nature of this Agreement. Each party hereto
acknowledges and agrees that the nature and terms of this Agreement are
strictly confidential and shall not be disclosed by it or any of its affiliates
or representatives at any time to any third party without the prior written
consent of the other party hereto, except (i) to inform employees and
representatives of such party who have a "need to know" and who understand the
confidential nature of this Agreement; (ii) as necessary in any legal
proceedings based upon the provisions and terms of this Agreement; (iii)
pursuant to court order, subpoena or mandatory discovery request after notice
to the other party hereto; (iv) to any legal counsel or accounting firm
retained by such party; (v) in any public reporting documents (provided that
the disclosing party shall (x) only disclose such portion of this Agreement as
shall be specifically required by statute or governmental rule or regulation,
as advised in writing by legal counsel, and (y) use its best efforts to
preserve the confidentiality of the information being disclosed (including,
without limitation, using its best efforts in seeking confidential treatment
pursuant to the provisions of Rule 406 under the Securities Act of 1933, as
amended, or any other parallel or successor provision, and cooperating with the
other party hereto in connection therewith)); or (vi) to the extent reasonably
necessary in connection with the preparation of any tax, legal, accounting or
claim documentation.

         (c) Irreparable Injury; Survival of Provisions. Each Receiving Party
recognizes that its disclosure of information in violation of this Section 10
will give rise to irreparable injury to the Disclosing Party, inadequately
compensable in damages, and that, accordingly, agrees that the Disclosing Party
may seek and obtain injunctive relief against the breach of the within
undertakings, in addition to any other legal remedies

                                      -15-


which may be available. Each party's duty of confidentiality under this Section
10 shall survive the termination of this Agreement.

11. Expenses. Except as otherwise expressly set forth in this Agreement, all
costs and expenses, including all fees and expenses of attorneys, accountants
and other advisers, incurred in connection with this Agreement or any matters
related hereto, shall be paid by the party incurring such costs and expenses.

12.      Indemnification.

         (a) CUC's Indemnification Obligations. From and after the date hereof,
and without limiting any other remedy available to such party, CUC shall
indemnify and hold NetGrocer and its partners, directors, officers, employees,
agents, subsidiaries, parents and affiliates (each a "NetGrocer Protected
Party") harmless from and against any and all claims, actions, suits, damages,
losses, deficiencies, liabilities, obligations, commitments, costs or expenses
of any kind or nature (including reasonable legal and other fees and expenses
incurred in investigating and defending against the same, and interest)
("Reimbursable Amounts") incurred by such NetGrocer Protected Party resulting
from: (i) any breach of the representations, warranties, covenants, agreements
and obligations of CUC hereunder; (ii) any negligence or willful misconduct of
CUC or its directors, officers, employees, agents, subsidiaries, parents and
affiliates in connection with either the operation of NetMarket or the
provision of services pursuant to this Agreement; or (iii) the sale or
provision by NetMarket or any of its vendors, representatives or affiliates of
any products or services to any Member.

         (b) NetGrocer's Indemnification Obligations. From and after the date
hereof, and without limiting any other remedy available to such party,
NetGrocer shall indemnify and hold CUC and its directors, officers, employees,
agents, subsidiaries, parents and affiliates (each a "CUC Protected Party")
harmless from and against any and all Reimbursable Amounts incurred by such CUC
Protected Party resulting from: (i) any breach of the representations,
warranties, covenants, agreements and obligations of NetGrocer hereunder; (ii)
any negligence or willful misconduct of NetGrocer or its partners, officers,
employees, agents, subsidiaries, parents and affiliates in connection with
either the operation of NetGrocer or the provision of services pursuant to this
Agreement; or (iii) the sale or provision by NetGrocer or any of its vendors,
representatives or affiliates of any products or services to any Customized
NetGrocer Customer.

         (c) Indemnification Procedures. The party seeking indemnification (the
"Indemnified Party") shall notify the other party (the "Indemnifying Party")
promptly of any legal claim, demand, right or cause of action asserted,
instituted or threatened against the Indemnified Party (a "Claim") for which
the Indemnified Party is seeking indemnification pursuant to this Section 12.
The Indemnifying Party may thereafter assume control of such Claim, but neither
the Indemnifying Party nor the Indemnified Party may settle such Claim or
consent to any judgment with respect thereto without the consent of the other
party thereto (which consent may not be unreasonably

                                      -16-


withheld); provided that the provisions of this sentence shall not apply to any
Claim which both (x) involves amounts or claimed amounts of less than $25,000,
and (y) does not involve a claim of infringement on another party's
intellectual property rights. The Indemnified Party agrees to provide the
Indemnifying Party with a reasonable amount of assistance in connection with
defending or settling any such Claim. The provisions of this Section 12 shall
survive the termination of this Agreement.

13.      Miscellaneous.

         (a) Arbitration. Any controversies, disputes, actions, causes of
action, or other claims arising out of or in connection with the provisions of
this Agreement which cannot be settled by mutual agreement shall be finally
settled by arbitration in New York, New York in accordance with the Commercial
Arbitration Rules of the American Arbitration Association. The arbitrator may
enter a default decision against any party who fails to participate in the
arbitration proceedings. The decision of the arbitrator on the points in
dispute will be final, unappealable and binding and judgment on the award may
be entered in any court having jurisdiction thereof. So long as this Agreement
has not previously been terminated, the parties shall continue their
performance under this Agreement while the arbitration proceeding is pending.
The arbitrator will be authorized to apportion its fees and expenses and the
reasonable attorney's fees and expenses of the parties hereto as the arbitrator
deems appropriate. In the absence of any such apportionment, the fees and
expense of the arbitrator will be borne equally by each party, and each party
will bear the fees and expenses of its own attorney. The parties agree that
this clause has been included to rapidly and inexpensively resolve any disputes
between them with respect to this Agreement, and that this clause shall be
grounds for dismissal of any court action commenced by either party with
respect to this Agreement, other than post-arbitration actions seeking to
enforce an arbitration award and actions seeking equitable, injunctive or other
similar relief.

         (b) Relationship of Parties. It is understood and agreed that the
relationship of the parties created under this Agreement is that of independent
contractors, and no partnership, joint venture, agency or other relationship is
intended or created hereby, nor shall either party nor any of it affiliates,
employees or representatives be construed to be an affiliate, employee, agent
or representative of the other party hereto. Except as otherwise expressly
provided in this Agreement, the parties hereto acknowledge and agree that each
party hereto shall be free to enter into any contractual, business or other
relationship(s) with any party with respect to any area of business.

         (c) Force Majeure. Notwithstanding any other provision of this
Agreement to the contrary, in the event any party hereto is prevented from
performing its obligations hereunder (such party, a "Nonperforming Party") as a
result of any contingency which is beyond the control of such party (such as
any act of God, war, riot, national emergency, terrorist act, general embargo,
fire, casualty, equipment failure, flood, earthquake or other similar
occurrence) (any such event, a "Force Majeure Event"), such Nonperforming Party
shall be excused from its inability to perform its

                                      -17-


obligations hereunder, but only to the extent and for the duration of the Force
Majeure Event in question. The Nonperforming Party will give the other party
reasonably prompt notice of the occurrence of such Force Majeure Event. Upon
the occurrence of such Force Majeure Event, the Nonperforming Party may delay
performance hereunder, but only for so long as may be reasonably necessary in
light of such Force Majeure Event, and shall resume performance hereunder as
soon as reasonably practicable following the date of such occurrence.

         (d) Notices. Any notice or communication required or permitted
hereunder shall be in writing and either delivered personally, telecopied or
sent by overnight courier, or by certified or registered mail, postage prepaid,
and shall be deemed to be given, dated and received when so delivered
personally or by courier or telecopied, or, if mailed, five business days after
the date of mailing, to the following address or telecopy number, or to such
other address or addresses as such person may subsequently designate by notice
given hereunder:

                  (i)      if to CUC, to:

                           CUC International Inc.
                           707 Summer Street
                           Stamford, Connecticut  06901
                           Telephone:  (203) 324-9261
                           Facsimile:  (203) 348-1982
                           Attention:  Amy N. Lipton, Esq.

                  (ii)     if to NetGrocer, to:

                           NetGrocer, Inc.
                           919 Third Avenue, 18th floor
                           New York, New York 10022
                           Telephone:  (212) 980-4770
                           Facsimile:  (212) 980-3899
                           Attention:  Daniel Nissan

                           with a copy to:

                           Fulbright & Jaworski L.L.P.
                           666 Fifth Avenue
                           New York, New York  10103
                           Telephone:  (212) 318-3000
                           Facsimile:  (212) 752-5958
                           Attention:  Sheldon G. Nussbaum

         (e) Entire Agreement; Amendment; Waiver; Invalidity. This Agreement,
together with any schedules and exhibits attached hereto and made a part
hereof, constitutes the entire agreement between the parties as to the subject
matter hereof,

                                      -18-


and shall supersede all prior understandings, letters, agreements, contracts
and other documents. This Agreement may not be amended except by an instrument
in writing signed on behalf of all of the parties hereto. No failure or delay
by either party to exercise, and no course of dealing with respect to, any
right of any such party regarding an obligation of the other party to this
Agreement, shall operate as a waiver thereof, unless agreed to in writing by
both parties. Any single or partial waiver by either party of any obligation of
the other party under this Agreement shall constitute a waiver of such
obligation only as specified in such waiver and shall not constitute a waiver
of any other obligation. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, all of which shall remain in full force and
effect.

         (f) Governing Law; Construction. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York, without
giving effect to the principles of conflicts of laws thereof. The construction
and interpretation of this Agreement shall not be strictly construed against
the drafter.

         (g) Successors and Assigns; No Third Party Beneficiaries; Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, permitted assigns and legal
representatives. Nothing in this Agreement is intended to confer any rights or
remedies on any person or entity which is not a party to this Agreement.
Neither this Agreement nor any right hereunder may be assigned, whether
voluntarily or by operation of law, by either party hereto without the prior
written consent of the other party hereto (which consent may not be
unreasonably withheld); provided that no such consent shall be necessary for
such an assignment, transfer or delegation by any party hereto to any of its
wholly-owned subsidiaries, so long as such assigning party remains liable with
respect to its obligations hereunder. No delegation by CUC or NetGrocer of any
of their respective duties hereunder shall be deemed an assignment of this
Agreement.

         (h) Counterparts. This Agreement may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute one and the
same instrument. Each counterpart may consist of a number of copies hereof each
signed by less than all, but together signed by all of the parties hereto.

                                      -19-


         (i) Headings. The headings in this Agreement are for reference only,
and shall not affect the interpretation of this Agreement.

         IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered on behalf of each of the parties hereto as of the date first above
written.


                                            CUC INTERNATIONAL INC.

                                            By:/s/ Cosmo Corigliano
                                               -------------------------------
                                               Name: Cosmo Corigliano
                                               Title: Senior Vice President



                                            NET GROCER INC.

                                            By: /s/ Daniel Nissan
                                               -------------------------------
                                               Name: Daniel Nissan
                                               Title: President & CEO

                                      -20-