Sponsorship Agreement - Excite 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.

                             SPONSORSHIP AGREEMENT


This agreement ("Agreement") is entered into as of the 15th day of December,
1997 ("Effective Date"), by and between Excite, Inc., a California corporation,
located at 555 Broadway, Redwood City, California 94063 ("Excite"), and
NetGrocer, Inc. a Delaware corporation, located at 333 Seventh avenue, 11th
Floor, New York, NY 10001 ("NetGrocer").


                                    RECITALS


A.       Excite maintains a site on the Internet at http://www.excite.com (the
         "Excite Site") and owns and/or manages related World Wide Web sites
         worldwide (collectively, the Excite Site and the related web sites are
         referred to as the "Excite Network") which, among other things, allow
         its users to search for and access content and other sites on the
         Internet.

B.       Within the Excite Site, Excite currently organizes certain content
         into topical channels, including a Shopping Channel.

C.       NetGrocer operates an online supermarket service at its Web site
         located at http://www.netgrocer.com (the "NetGrocer Site").

D.       NetGrocer wishes to promote use of the NetGrocer Site to Excite's
         users by sponsoring the Excite Shopping Channel and purchasing banner
         advertising and other promotional links on the Excite Site.

1.       SPONSORSHIP

         a)       Excite will promote NetGrocer in the Excite Shopping Channel
                  as follows:

                  i)       For the term of this Agreement, Excite will display
                           a text and/or graphic link (consistent with the
                           format used on similar links on the same page) to
                           the NetGrocer Site on the Excite Shopping Channel
                           main page.

                  ii)      Excite will display a text and/or graphic link
                           (consistent with the format used on similar links on
                           the same page) to the NetGrocer Site in the home
                           page of the Excite Shopping Channel "Such a Deal"
                           promotion in four separate one-week segments during
                           each year of the term of the Agreement, once every
                           calendar quarter.



                  iii)     Excite will display a text and/or graphic link
                           (consistent with the format used on similar links on
                           the same page) to the NetGrocer Site in the home
                           page of the Excite Shopping Channel "Shop Here
                           First" promotion in four separate one-week segments
                           during the term of the Agreement, once every
                           calendar quarter. Excite shall not display the link
                           under this Section 1 (a)(iii) in the same weeks as
                           the promotional link under Section 1 (a)(ii).

                  iv)      For the term of the Agreement, Excite will display a
                           text and/or graphic link (consistent with the format
                           listed on similar links on the same page) to the
                           NetGrocer Site on the front page of the "Gourmet and
                           Groceries" department of the Excite Shopping
                           Channel.

                  v)       Excite will display a text and/or graphic link
                           (consistent with the format used on similar links on
                           the same page) to the NetGrocer Site in the "Shop
                           Here First" promotion in the Gourmet and Groceries
                           department of the Excite Shopping Channel for the
                           term of the Agreement. Such link will be displayed
                           as the left-most link or top-most link at least
                           fifty percent (50%) of the time.

                  vi)      Excite currently plans to develop a coupon promotion
                           area in the Excite Shopping Channel, tentatively
                           called "Coupon Corner". When launched, Excite will
                           display an advertising banner or text or graphic
                           link (consistent with the format used on similar
                           links on the same page) to the NetGrocer Site will
                           Coupon Corner for the remainder of the term of the
                           Agreement.

         b)       Excite will promote NetGrocer in the Excite Site as follows:

                  i)       For the term of the Agreement, Excite will display a
                           link to the NetGrocer Site (consistent with the
                           format used on similar links on the same page) in
                           the default configuration of the "Favorite Links"
                           listing of Web sites on the home page of the Health
                           & Fitness and the Food & Drink departments of the
                           Lifestyle Channel, and the home page of the
                           Lifestyle Channel in the Excite Site.

                  ii)      For the term of the Agreement, Excite will display a
                           text and/or graphic link (consistent with the format
                           used on similar links on the same page) to the
                           NetGrocer Site on the "Exciting Stuff' promotion on
                           the home page of the Lifestyle Channel and the home
                           page of the Food & Drink department of the Lifestyle
                           Channel in the Excite Site.

                  iii)     Excite will display a text and/or graphic link
                           (consistent with the format used on similar links on
                           the same page) to the NetGrocer

                                      -2-


                           Site in the area reserved for promotional rotations
                           on the home page of the Excite Site for one week in
                           each year of the term of the Agreement.

                  iv)      Excite will display NetGrocer's advertising banners
                           in the Lifestyle and Shopping Channels on the Excite
                           Site.

                  v)       Excite will display a link (consistent with the
                           format used on similar links on the same page) to a
                           co-branded version of the NetGrocer Site in the
                           "Try, These First" area on Excite Search results
                           pages in response to mutually determined relevant
                           search terms. The co-branded version of the
                           NetGrocer Site will comply with Excite's
                           then-current standards applicable to third party
                           sites promoted through "Try, These First" links.

                  vi)      For the term of the Agreement, Excite will display a
                           link to the NetGrocer Site (consistent with the
                           format used on similar links on the same page) in
                           the default configuration of the "services" or
                           comparable module on the default configuration of
                           the My Excite Channel.

         c)       Excite will display NetGrocer's advertising banners on Excite
                  Search results pages on the Excite Site in response to
                  mutually determined keywords, including the following:
                  NetGrocer, Peapod, Oncart, Shoppers Express, grocery,
                  groceries, women, female, disabled, senior, military, family,
                  baby, kids, children, pets, dogs, cats staples, supermarket,
                  drug store, and club store. Excite will work with NetGrocer
                  to develop a more extensive list of keywords and, when Excite
                  implements keyphrase advertising banners, Excite will
                  work-with NetGrocer to develop a mutually-determined list of
                  keyphrases.

         d)       For the term of the Agreement, Excite will display
                  NetGrocer's advertising banners in general rotation on the
                  Excite Site, on the MailExcite free email service and on
                  Excite's Internet chat service.

         e)       Excite will use reasonable commercial efforts to deliver [*]
                  "Impressions" of the promotional placements and advertising 
                  banners described in Sections 1 (a) - (d) in the first year 
                  of the term of the Agreement and to deliver [*] "Impressions"
                  of the promotional placements and advertising banners 
                  described in Sections 1 (a) - (d) in the second year
                  of the term of the Agreement. For the purposes of this
                  Agreement, an "Impression" is defined as any link to the
                  NetGrocer Site, whether graphic, text or any combination of
                  graphic and text, served by Excite to a user as part of an
                  HTML page, part of the Excite's Internet chat service or part
                  of search results displayed in "Excite Shopping Service
                  powered by Jango".

                                      -3-


         f)       Excite guarantees that it will deliver [*] "Click-throughs" on
                  the promotional placements and advertising banners described
                  in Section 1 (a) - (d) in the first year of the term of the
                  Agreement by delivering [*] of the annual guaranteed
                  "Click-throughs" in the first quarter of the first year of
                  the term of the Agreement, a cumulative total of [*] of the
                  annual guaranteed "Click-throughs" in the second quarter of
                  the first year of the term of the Agreement, a cumulative
                  total of [*] of the annual guaranteed "Click-throughs" in
                  the third quarter of the first year of the term of the
                  Agreement and a cumulative total of 100% of the annual
                  guaranteed "Click-throughs" in the fourth quarter of the
                  first year of the term of the Agreement. Excite guarantees
                  that it will deliver four million fifty thousand (4,050,000)
                  "Click-throughs" on the promotional placements and
                  advertising banners described in Section 1(a) - (d) in the
                  second year of the term of the Agreement by delivering [*] of
                  the annual guaranteed "Click-throughs" in the first quarter
                  of the second year of the term of the Agreement, a cumulative
                  total of [*] of the annual guaranteed "Click-throughs" in the
                  second quarter of the second year of the term of the
                  Agreement, a cumulative total of [*] of the annual guaranteed
                  "click-throughs" in the third quarter of the second year of
                  the term of the Agreement and a cumulative total of 100% of
                  the annual guaranteed "Click-throughs" in the fourth quarter
                  of the second year of the term of the Agreement. For the
                  purposes of this Agreement, a "Click-through" occurs when a
                  user activates the link to the NetGrocer Site (the address or
                  addresses of which are provided by NetGrocer for such
                  Impression) contained in an Impression and (i) the activation
                  of the link to the NetGrocer Site is recorded by Excite's
                  servers or (ii) in the case of "Try These First" links only,
                  until Excite has the technical capability to count the
                  activation of "Try These First" links to the NetGrocer Site,
                  the user is referred to the NetGrocer Site through the
                  activation of a "Try These First' link and the referral is
                  recorded by NetGrocer's servers. Until Excite has the
                  technical capability to count the activation of "Try These
                  First" links to the NetGrocer Site, NetGrocer will report to
                  Excite the number of "Try These First" referrals it records
                  within twenty (20) days following the end of each calendar
                  month.

         g)       If Excite misses any quarterly guaranteed Click-through
                  amount, Excite will make good the difference within [*]
                  days following the end of such quarter. If Excite does
                  not make good the difference within [*] days, NetGrocer may 
                  suspend (but not eliminate) its payments of the sponsorship 
                  and advertising fees described in Section 5(b) and 5(c) until
                  the make-good is delivered, at which time NetGrocer will 
                  resume its payments of the sponsorship and advertising fees.

         h)       Excite will use commercially reasonable efforts to maintain
                  the Excite Network and display the promotional placements and
                  advertising banners

                                      -4-


                  described in Section 1 (a) - (d) during the term of the
                  Agreement and to display the promotional placements and
                  advertising banners on the Excite Site in the following
                  proportions: [*] in the Shopping Channel, [*] in the other
                  targeted Channels and keyword banners and [*] in general
                  rotation.

         i)       The content and design of the advertising banners described
                  in Section 1(a) - (d) will be created by NetGrocer subject to
                  Excite's then-current standards applicable to advertising
                  banners.

         j)       Excite will provide account management support for
                  NetGrocer's sponsorship of the Excite Site. Excite and
                  NetGrocer will hold monthly review of the performance of the
                  promotional placements and advertising banners described in
                  Section 1 (a) - (d) and the sponsorship objectives.

2.       LAUNCH DATE

         a)       The "Launch Date" is the date of the first display of the
                  promotional placements and advertising banners described in
                  Sections 1 (a) - (d). The parties intend that the Launch Date
                  will be December 15, 1997.

         b)       NetGrocer and Excite will use reasonable efforts to achieve
                  the scheduled Launch Date provided that, no later than
                  fourteen (14) days prior to the scheduled Launch Date,
                  NetGrocer provides final versions of all graphics, text,
                  keywords, banner advertising, promotional placements, other
                  promotional media and valid URL links necessary to implement
                  the promotional placements and advertising banners described
                  in Section 1 (a) - (dj (collectively, "Impression Material")
                  to Excite.

         c)       In the event that NetGrocer fails to provide the Impression
                  Material to Excite fourteen (14) days in advance of the
                  scheduled Launch Date, Excite may (i) reschedule the Launch
                  Date according to the availability of Excite's engineering
                  resources after delivery of the complete Impression Material
                  or (ii) commence delivery of Impressions based on Impression
                  Material in Excite's possession at the time.

         d)       NetGrocer may revise, update and/or replace the Impression
                  Material at any time in its sole discretion. Within three (3)
                  business days of Excite's receipt of any revised advertising
                  banners, Excite shall replace the former advertising banners
                  with the updated advertising banners. Text and/or graphics in
                  the "Exciting Stuff' and "Such A Deal" promotions may be
                  replaced with new text and/or graphics twice per month. All
                  other text links may be replaced with new text links once per
                  month.

                                      -5-


3.       EXCLUSIVITY

         a)       For the term of the Agreement, Excite will not enter into any
                  agreement to display and shall not display on the Excite Site
                  content created by Excite promoting NetGrocer's
                  "Competitors", content created by NetGrocer's Competitors,
                  promotional placements and/or advertising banners from
                  NetGrocer's Competitors or make available on the Excite Site
                  online supermarket sales offered by NetGrocer's Competitors.


         b)       For the purposes of this Agreement, "Competitors" means
                  online supermarkets, which offer selections of consumer
                  packaged goods and groceries comparable to NetGrocer or
                  off-Web supermarkets, as listed in Exhibit A. The parties may
                  amend Exhibit A from time to time and Excite will not
                  unreasonably withhold its consent to the inclusion of bona
                  fide Competitors submitted by NetGrocer.

         c)       In the event of a dispute between the parties regarding the
                  inclusion or exclusion of an online supermarket from Exhibit
                  A or the display on the Excite Site of advertising or
                  promotional material from an online supermarket, the parties
                  will follow the dispute resolution process described in
                  Section 13(c) without the prerequisite of submitting the
                  dispute to mediation. In the event that it is determined that
                  Excite violated the Agreement by excluding a bona fide
                  NetGrocer Competitor from Exhibit A or displayed on the
                  Excite Site advertising or promotional material from a bona
                  fide NetGrocer Competitor, Excite will be obligated to (i)
                  immediately add the online supermarket to Exhibit A, (ii)
                  immediately remove from the Excite Site any advertising or
                  promotional material from the online supermarket and (iii)
                  provide NetGrocer with advertising and promotional value,
                  without additional cost, equal to the advertising and
                  promotional value provided to the online supermarket prior to
                  the removal of its advertising and promotional material from
                  the Excite Site.

         d)       Notwithstanding the foregoing, Excite may display Excite
                  Search results links to NetGrocer's Competitors in Excite
                  Search results pages in response to user queries, may display
                  links to NetGrocer's Competitors in Excite's general
                  directory of Web sites and, after giving NetGrocer reasonable
                  advance notice, in search results displayed in "Excite
                  Shopping Service powered by Jango". For the term of this
                  Agreement. Excite will display links to the NetGrocer Site as
                  search results displayed in "Excite Shopping Service powered
                  by Jango" for the categories for which NetGrocer carries
                  products until requested not to do so by NetGrocer.

                                      -6-


4.       CUSTOMER INFORMATION

         NetGrocer retains all right, title and interest to information
         regarding customers who access the NetGrocer Site pursuant to the
         Agreement.

5.       SPONSORSHIP, ADVERTISING AND CLICK-THROUGH FEES

         a)       A one-time sponsorship initiation fee of [*] is due and will
                  be paid to Excite upon execution of the Agreement as
                  compensation for costs of initiating access to the Excite
                  Network, set-up costs and other expenses associated with
                  Excite's initiation of the links, placements, advertisements
                  and promotions contemplated by this Agreement.

         b)       Separate and apart from the one-time sponsorship initiation
                  fee NetGrocer shall pay to Excite sponsorship and advertising
                  fees for the first year of the term of the Agreement in the
                  total amount of [*] payable in nine equal monthly
                  installments of [*], commencing on March 15, 1998. NetGrocer
                  will pay the remainder of the monthly installments on or
                  prior to the fifteenth day of each of the next eight (8)
                  calendar months.

         c)       Separate and apart from the one-time sponsorship initiation
                  fee, NetGrocer shall pay to Excite sponsorship and
                  advertising fees for the second year of the term of the
                  Agreement in the total amount of [*] payable in equal monthly
                  installments of [*], commencing on December 15, 1998.
                  NetGrocer will pay the remainder of the monthly installments
                  on or prior to the fifteenth day of each of the next eleven
                  (11) calendar months.

         d)       Separate and apart from the one-time sponsorship initiation
                  fee and sponsorship and advertising fees, NetGrocer will pay
                  Excite [*] for each Click-through on the promotional
                  placements and advertising banners described in Section 1(a)
                  - (d) occurring during that year in excess of [*] during the
                  first year of the term of the Agreement. NetGrocer will make
                  these Click-through payments (if any) to Excite within thirty
                  (30) days of Excite's monthly report and invoice reflecting
                  Click-throughs during the first year of the term of the
                  Agreement in excess of [*]

         e)       Separate and apart from the one-time sponsorship initiation
                  fee and sponsorship and advertising fees, NetGrocer will pay
                  Excite [*] for each Click-through on the promotional
                  placements and

                                      -7-


                  advertising banners described in Section 1(a) - (d) in excess
                  of [*] occurring in the second year of the term of the
                  Agreement. NetGrocer will make these Click-through payments
                  (if any) to Excite with within thirty (30) days of Excite's
                  monthly report and invoice reflecting Click-throughs during
                  the second year of the term of the Agreement in excess of [*]

         f)       In its sole discretion, during the first year of the term of
                  the Agreement NetGrocer may elect to terminate the display of
                  its banner advertising on the Excite Network for the
                  remainder of the first year of the term of the Agreement once
                  the number of Click-throughs on the promotional placements
                  and advertising banners described in Section 1 (a) - (d)
                  exceeds [*] in the first year of the term of the Agreement.
                  This election will not relieve NetGrocer of its obligation to
                  make Click-through payments on non--banner Impressions.

         g)       In its sole discretion, during the second year of the term of
                  the Agreement, NetGrocer may elect to terminate the display
                  of its banner advertising on the Excite Network once the
                  number of Click-throughs on the promotional placements and
                  advertising banners described in Section 1 (a) - (d) exceeds
                  [*] in the second year of the term of the Agreement. This
                  election will not relieve NetGrocer of its obligation to make
                  Click-through payments on non-banner Impressions.

         h)       The one-time sponsorship initiation fee, sponsorship and
                  advertising fees and Click-through payments are net of any
                  agency commissions to be paid by NetGrocer.

         i)       During the term of the Agreement, on a weekly basis, Excite
                  will provide NetGrocer with a detailed report showing the
                  number of Impressions of the advertising banners described in
                  Section 1 (a) - (d) and the number of Click-throughs on the
                  advertising banners described in Section 1 (a) - (d).

         j)       During the term of the Agreement, within twenty (20) days
                  following the end of each calendar month, Excite will send
                  NetGrocer a detailed report showing the number of Impressions
                  of the different promotional placements and text links
                  described in Section 1 (a) - (d) and the number of
                  Click-throughs on the promotional placements described in
                  Section 1 (a) - (d).

         k)       Excite will maintain accurate records with respect to
                  calculation of all payments due under this Agreement.
                  NetGrocer may, upon no less than thirty (30) days prior
                  written notice to Excite cause an independent Certified
                  Public Accountant to inspect the records of Excite reasonably

                                      -8-


                  related to the calculation of such payments during Excite's
                  normal business hours. The fees charged by such Certified
                  Public Accountant will be paid by NetGrocer unless the audit
                  finds a discrepancy of more than five percent (5%) with
                  respect to the item being audited, in which case Excite shall
                  be responsible for the payment of the reasonable fees for
                  such inspection.

6.       PUBLICITY

                  Neither party will make any public statement, press release
                  or other announcement relating to the terms of or existence
                  of this Agreement without the prior written approval of the
                  other party, except as may be required to the extent advised
                  by counsel for a party that such disclosure is necessary or
                  appropriate to comply with applicable law. Notwithstanding
                  the foregoing, the parties agree to issue an initial press
                  release regarding the relationship between Excite and
                  NetGrocer, the timing and wording of which will be mutually
                  agreed upon,.

7.       OTHER BUSINESS OPPORTUNITIES

         a)       Excite currently plans to develop a consumer packaged goods
                  ("CPG") program that would combine the broad reach of the
                  Excite Network with the depth of CPG merchants' industry
                  contacts and sales staffs. Under this program, Excite and
                  each CPG merchant would develop co-branded Web pages on the
                  Excite Network that would promote the merchant's goods cr
                  provide content of interest to Excite's users. Excite would
                  run dual promotional efforts, one that sends consumers to
                  each CPG merchant's co-branded area and a second that sends
                  consumers to the portion of the Excite Network that promotes
                  the entire CPG program. Excite and NetGrocer agree to
                  negotiate in good faith to establish the terms and conditions
                  for NetGrocer's participation in Excite's CPG program when
                  and if launched.

         b)       Excite currently plans to make available sponsorship
                  opportunities on its WebCrawler Site (located at
                  http://www.webcrawler.com) generally similar to the
                  opportunity described by this Agreement, with the significant
                  exception that merchants will not be granted category
                  exclusivity or rights to exclude competitors on the
                  WebCrawler Site. Excite and NetGrocer agree to negotiate in
                  good faith to establish the terms and conditions for
                  NetGrocer's participation in available sponsorship
                  opportunities on the WebCrawler Site when and if launched.

                                      -9-


8.       TERM AND TERMINATION

         a)       The term of this Agreement will begin on December 15, 1997
                  and will end the later of (i) December 15, 1999 or (ii)
                  Excite's delivery of all of the guaranteed Click-throughs
                  described in Section 1(f).

         b)       Either party may terminate this Agreement, in the event that
                  the other party materially breaches its obligations or
                  guarantees hereunder and such breach remains uncured for
                  sixty (60) days following written notice to the breaching
                  party of the breach.

         c)       All payments that would be due pursuant to Sections 5(b) -
                  (d) up to the date of any termination or expiration of this
                  Agreement will be payable in full within thirty (30) days
                  following such termination or expiration.

         d)       The provisions of Section 4 (Customer Information), Section
                  9(a) and 9(b), Section 10 (Confidentiality), Section 11
                  (Warranty and Indemnity), Section 12 (Limitation of
                  Liability) and Section 13 (Dispute Resolution) will survive
                  any termination or expiration of this Agreement.

9.       TRADEMARK OWNERSHIP AND LICENSE

         a)       NetGrocer retains all right, title and interest in and to the
                  NetGrocer Site, its trademarks, service marks and trade names
                  worldwide, subject to the limited license granted to Excite
                  hereunder.

         b)       Excite will retain all right, title and interest in and to
                  its trademarks, service marks and trade names worldwide,
                  subject to the limited license granted to NetGrocer
                  hereunder.

         c)       Each party hereby grants to the other a non-exclusive,
                  limited license to use its trademarks, service marks or trade
                  names only as specifically described in this Agreement. All
                  such use shall be in accordance with each party's reasonable
                  policies regarding advertising and trademark usage as
                  established from time to time.

         d)       Upon the expiration or termination of this Agreement, each
                  party will cease using the trademarks, service marks and/or
                  trade names of the other and Excite will cease the display of
                  any banner advertising and/or links to the NetGrocer Site
                  except as the parties may agree in writing.

10.      CONFIDENTIALITY

         a)       For the purposes of this Agreement, "Confidential
                  Information" means information received from the disclosing
                  party or any of its affiliates or representatives about the
                  disclosing party's (or its suppliers') business or

                                      -10-


                  activities that is proprietary and confidential, which shall
                  include all business, financial, technical trade secret and
                  other information of a party marked or designated by such
                  party as "confidential or "proprietary.

         b)       Confidential Information will not include information that
                  (i) is in or enters the public domain without breach of this
                  Agreement, (ii) the receiving party lawfully receives from a
                  third party without restriction on disclosure and without
                  breach of a nondisclosure obligation or (iii) the receiving
                  party knew prior to receiving such information from the
                  disclosing party or develops independently.

         c)       Each party agrees (i) that it will not disclose to any third
                  patty or use any Confidential Information disclosed to it by
                  the other except as expressly permitted in this Agreement and
                  (ii) that it will take all reasonable measures to maintain
                  the confidentiality of all Confidential Information of the
                  other party in its possession or control, which will in no
                  event be less than the measures it uses to maintain the
                  confidentiality of its own information of similar importance.

         d)       Notwithstanding the foregoing, each party may disclose
                  Confidential Information (i) to the extent required by a
                  court of competent jurisdiction or other governmental
                  authority or otherwise as required by law or (ii) on a
                  "need-to-know" basis under an obligation of confidentiality
                  to its employees, legal counsel, accountants, banks and other
                  financing sources and their advisors.

         e)       The terms and conditions of this Agreement will be deemed to
                  be the Confidential Information of each party and will not be
                  disclosed without the written consent of the other party.

11.      WARRANTY AND INDEMNITY

         a)       NetGrocer will indemnify, defend and hold harmless Excite,
                  its affiliates, officers, directors, employees, consultants
                  and agents from any and all third party claims, liability,
                  damages and/or costs (including, but not limited to,
                  reasonable attorneys fees) arising from:

                           i)       The breach of any warranty, representation
                                    or covenant in this Agreement; or

                           ii)      Any claim that the advertising banners
                                    created by NetGrocer infringe or violate
                                    any third party's copyright, patent, trade
                                    secret, trademark, right of publicity or
                                    right of privacy or contain any defamatory
                                    content; or

                                      -11-


                           iii)     Any claim arising from content displayed on
                                    the NetGrocer Site;

                  provided that Excite will promptly notify NetGrocer of any
                  and all such claims and will reasonably cooperate with
                  NetGrocer with the defense and/or settlement thereof; and
                  provided further that, if any settlement requires an
                  affirmative obligation of, results in any ongoing liability
                  to or prejudices or detrimentally impacts Excite in any way
                  and such obligation, liability, prejudice or impact can
                  reasonably be expected to be material, then such settlement
                  shall require Excite's written consent (not to be
                  unreasonably withheld or delayed) and Excite may have its own
                  counsel in attendance at all proceedings and substantive
                  negotiations relating to such claim.

         b)       EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES
                  ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS
                  AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED
                  WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF
                  MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
                  REGARDING SUCH SUBJECT MATTER.

12.      LIMITATION OF LIABILITY

         EXCEPT UNDER SECTION 11(a), IN NO EVENT WILL EITHER PARTY BE LIABLE TO
         THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
         WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
         OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE
         POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF EXCITE FOR DAMAGES OR
         ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER
         LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE TOTAL AMOUNTS
         PREVIOUSLY PAID OR TO BE PAID BY NETGROCER TO EXCITE HEREUNDER [*]

13.      DISPUTE RESOLUTION

         a)       The parties agree that any breach of either of the parties'
                  obligations regarding trademarks, service marks or trade
                  names and/or confidentiality would result in irreparable
                  injury for which there is no adequate remedy at law.
                  Therefore, in the event of any breach or threatened breach of
                  a party's obligations regarding trademarks, service marks or
                  trade names or confidentiality, the aggrieved party will be
                  entitled to seek equitable relief in addition to its other
                  available legal remedies in a court of competent
                  jurisdiction.

                                      -12-


         b)       In the event of disputes between the parties arising from or
                  concerning in any manner the subject matter of this
                  Agreement, other than disputes arising from or concerning
                  trademarks, service marks or trade names and/or
                  confidentiality, the parties will first attempt to resolve
                  the dispute(s) through good faith negotiation. In the event
                  that the dispute(s) cannot be resolved through good faith
                  negotiation, the parties will refer the dispute(s) to a
                  mutually acceptable mediator for hearing.

         c)       In the event that disputes between the parties arising from
                  or concerning in any manner the subject matter of this
                  Agreement, other than disputes arising from or concerning
                  trademarks, service marks or trade names and/or
                  confidentiality, cannot be resolved through good faith
                  negotiation and mediation, the parties will refer the
                  dispute(s) to the American Arbitration Association for
                  resolution through binding arbitration by a single arbitrator
                  pursuant to the American Arbitration Association's rules
                  applicable to commercial disputes.

14.      GENERAL

         a)       Assignment. Neither party may assign this Agreement, in whole
                  or in part, without the other party's written consent (which
                  will not be unreasonably withheld), except that no such
                  consent will be required in connection with (i) a merger,
                  reorganization or sale of all, or substantially all, of such
                  party's assets or (ii) the assignment and/or delegation of
                  such party's rights and responsibilities hereunder to a
                  wholly-owned subsidiary or joint venture in which that party
                  holds an interest. Any attempt to assign this Agreement other
                  than as permitted above will be null and void.

         b)       Governing Law. This Agreement will be governed by and
                  construed in accordance with the laws of the State of
                  California, notwithstanding the actual state or country of
                  residence or incorporation of NetGrocer.

         c)       Notice. Any notice under this Agreement will be in writing
                  and delivered by personal delivery, express courier,
                  confirmed facsimile, confirmed email or certified or
                  registered mail, return receipt requested, and will be deemed
                  given upon personal delivery, one (1) day after deposit with
                  express courier, upon confirmation of receipt of facsimile or
                  email or five (5) days after deposit in the mail. Notices
                  will be sent to a party at its address set forth below or
                  such other address as that party may specify in writing
                  pursuant to this Section.

         d)       No Agency. The parties are independent contractors and will
                  have no power or authority to assume or create any obligation
                  or responsibility on behalf of each other. This Agreement
                  will not be construed to create or imply any partnership,
                  agency or joint venture.

                                      -13-


         e)       Force Majeure. Any delay in or failure of performance by
                  either party under this Agreement will not be considered a
                  breach of this Agreement and will be excused to the extent
                  caused by any occurrence beyond the reasonable control of
                  such party including, but not limited to, acts of God, power
                  outages and governmental restrictions. Notwithstanding the
                  foregoing, either party may terminate the Agreement in the
                  event that a delay due to force majeure continues for a
                  period of sixty (60) uninterrupted days.

         f)       Severability. In the event that any of the provisions of this
                  Agreement are held by to be unenforceable by a court or
                  arbitrator, the remaining portions of the Agreement will
                  remain in full force and effect.

         g)       Entire Agreement. This Agreement is the complete and
                  exclusive agreement between the parties with respect to the
                  subject matter hereof, superseding any prior agreements and
                  communications (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.

NetGrocer                                   Excite, Inc.

By: /s/ Daniel Nissan                       By: /s/ Robert C. Hood
   --------------------------                  --------------------------
Name: Daniel Nissan                         Name: Robert C. Hood
     ------------------------                    ------------------------
Title: President & CEO                      Title: EVP-CFO
      -----------------------                     -----------------------
Date: 12/30/97                              Date: 12-31-97
     ------------------------                    ------------------------

333 Seventh Avenue                          555 Broadway
11th Floor                                  Redwood City, California 94063
New York, New York 10001                    650.568.6000 (voice
                                            650.568.6030 (fax)

                                      -14-


                                   EXHIBIT A

                         LIST OF NETGROCER COMPETITORS


Peapod

Shoppers Express/Oncart





                                      -15-