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Agreement of Employment - Webvan Group Inc. and George T. Shaheen

                            AGREEMENT OF EMPLOYMENT

                       GEORGE T. SHAHEEN AND WEBVAN GROUP

POSITION: President, Chief Executive Officer and Board Member

EFFECTIVE DATE: September 19, 1999

SALARY: $500,000 base plus 50% ($250,000) bonus at target (as set by the Board
        of Directors after conclusion with CEO)


                       A. 1,250,000 shares granted on September 19, 1999 without

                       B. Tax loan of 50% of Fair Market Value of grant on date
                          of grant, with interest to accrue at interest rate
                          possible to avoid imputation of income, with principal
                          and interest to be repaid solely out of 10% of gains
                          from sale of stock by executive, less commissions, but
                          before income or capital gains tax on such gains.
                          Covered sale of stock includes direct or indirect
                          sales, options exercised and sale, and sale of options
                          and includes sales by entities affiliated with
                          executive such as revocable trusts and trusts for
                          children of executive. Gains are measured from the
                          option exercised priced and the fair market value of
                          the stock grant, as applicable.


                       15,000,000 Shares at $8.00 per share


                              20% (3,000,000 shares) vest on effective date

                              80% to vest monthly over 4 years from September
                              19, 1999.

                              Early Exercise: Executive may exercise early
                              subject to a repurchase option at cost as to
                              unvested shares.


                       Company to provide supplemental retirement benefit to
                       Executive equal to 50% of base compensation plus bonus at
                       target upon retirement for any reason after 6/30/2000.
                       Benefit to be payable to Executive and then to spouse if
                       she survives for their joint lives.

            Base compensation and bonus to be amounts set forth above upon
            retirement during the four year period ending September 19, 2003.
            Thereafter base and bonus to be determined using standard formulas
            (like average of top three years in last five years before


            Company to use best efforts to fund the retirement obligation if no
            material adverse effect other than cash cost.

            Company may credit against supplemental retirement benefit any
            social security benefits to which executive is entitled and any
            other retirement benefits earned while employed by the company.


            1. Resignation without good reason:

                  - No severance or accelerated vesting. Transition Stock Grant
               arrangement and Supplemental Retirement Plan survive.

            2. Termination for cause (essentially criminal conduct):
                  - same as item #1 above.

            3. Termination without cause (e.g. for reasons other than criminal
               conduct) or resignation with good reason (standard provision
               covering substantial change in compensation or responsibilities,
               requirement of a major relocation e.g. out of San Francisco Bay

               -2 year severance of base plus bonus as target, with full
               benefits including vesting.

            4. Change of Control: If there is a change of control followed
                  within 12 months by a termination without cause or a 
                  resignation for good reason, then:

                  o  all stock will be fully vested
                  o  3 years severance (base plus bonus at target)
                  o  company to pay excise taxes, if any, plus full gross-up to
                     cover tax liability of Executive

            5. Termination upon death or permanent disability:

                  o  Accelerated vesting of 50% of unvested stock
                  o  12 months to exercise options


ADVISOR FEES:  2,500 Shares of Common Stock

LEGAL FEES:    Executive to bear own expenses

                                   SIGNED:  /s/ George T. Shaheen

                                          WEBVAN GROUP, INC.

                                          /s/ Louis H. Borders 

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