EX-10.6


                   AMENDED AND RESTATED COLLATERAL ASSIGNMENT
                            OF INTELLECTUAL PROPERTY


     AMENDED AND RESTATED COLLATERAL  ASSIGNMENT OF INTELLECTUAL  PROPERTY dated
as of April 14, 2000 by PEAPOD,  Inc., a Delaware  corporation (the "Assignor"),
to BEW, Inc., a Delaware corporation ("BEW") and KONINKLIJKE AHOLD NV ("Ahold").


                              W I T N E S S E T H :


     WHEREAS,  BEW has made  loans in the  aggregate  principal  amount  of U.S.
$3,000,000 (collectively, the "Term Loan") to the Assignor, such Term Loan being
evidenced by a  promissory  note dated April 5, 2000 made by the Assignor to the
order of the BEW in the principal  amount of U.S.  $3,000,000  (said  promissory
note, as from time to time amended, reissued or renewed, and any promissory note
issued in substitution therefor, the "Term Note");

     WHEREAS, to secure the Term Loan the Debtor executed and delivered to BEW a
Collateral  Assignment of Intellectual  Property dated as of April 10, 2000 (the
"Existing Assignment Agreement") pursuant to which the Assignor granted to BEW a
security  interest  on  the  Assignor's  rights,   title  and  interest  in  the
intellectual property described therein.

     WHEREAS,  Ahold may  hereafter  make loans to the  Assignor in an aggregate
principal  amount  not  exceeding,  together  with  the Term  Loan,  $20,000,000
(collectively, together with the Term Loan, the "Loans") pursuant to, and on the
terms and conditions set forth in, a Credit  Agreement (the "Credit  Agreement")
of even date herewith being entered into concurrently herewith by Ahold with the
Assignor,  which  loans  will be first used to repay the Term Note and all other
indebtedness evidenced by the Term Note (the Term Loan and all loans outstanding
under the Credit Agreement hereinafter collectively referred to as the "Loans").

     WHEREAS,  to  induce  the  BEW and  Ahold  (collectively  and  individually
hereinafter  referred to as the "Assignee") to make and maintain the Loans,  the
Assignor has agreed to amend and restate the Existing Security  Agreement in its
entirety pursuant hereto.

     WHEREAS,  the execution and delivery by the Debtor of this Agreement is one
of the  conditions to the  willingness of the Secured Party to make the Loans to
the Debtor;

     NOW  THEREFORE,   in  consideration  of  the  premises  and  the  covenants
hereinafter  contained and to induce the Assignee to make and maintain the Loans
to the  Assignor,  the Assignor and the Assignee  agree hereby that the Existing
Assignment Agreement is amended and restated to read as follows:

     1. DEFINITIONS

     Terms used herein that are defined in the Term Note, Security Agreement and
(when  executed  and  delivered by the Assignor and the Assignee or, as the case
may be, by the Assignor and an affiliate of the Assignee)  the Credit  Agreement
shall have the  meanings  assigned  to them  therein  unless  otherwise  defined
herein.  References to this "Collateral  Assignment"  shall mean this Collateral
Assignment of Intellectual Property, including all amendments, modifications and
supplements  and any exhibits or schedules  to any of the  foregoing,  and shall
refer to this  Collateral  Assignment  as the same may be in  effect at the time
such reference becomes operative.

     As used herein:

     "Obligations"  means  all  present  and  future  liabilities,  obligations,
covenants,  duties,  and debts owing by the  Assignor to the  Assignee  under or
pursuant to or in connection  with the Collateral  Assignment,  the Term Note or
any other  Credit  Documents,  whether or not  evidenced  by any note,  or other
instrument  or document,  whether  arising  from an  extension of credit,  loan,
advance,  guaranty,  indemnification  or otherwise,  whether direct or indirect,
absolute or contingent, due or to become due, primary or secondary, as principal
or guarantor,  and  including,  without  limitation,  all  principal,  interest,
charges, out-of-pocket expenses, fees, and disbursements of counsel, filing fees
and any other sums  chargeable  to the  Assignor  hereunder  or under any of the
other Credit Documents.

     "Credit   Documents"  means  this  Collateral   Assignment,   the  Security
Agreement,  the Credit  Agreement  (if executed by the Assignor and the Assignee
or, as the case may be, by the Assignor and an affiliate of the  Assignee),  the
Term Note and any other document or all other documents and instruments executed
and delivered by the Assignor in connection with, or to evidence or secure,  the
Obligations.

     "Event of Default" has the meaning  specified for such term in the Security
Agreement.

     "Person" means any  individual,  sole  proprietorship,  partnership,  joint
venture, trust, unincorporated organization,  association,  corporation, limited
liability company, governmental authority agency or instrumentality or any other
entity.

     "Release Date" means the date on which the Loans,  all interest thereon and
all  other  Obligations  are  irrevocably  paid in full and all  obligations  or
commitments  of the Assignee to make loans or extend  credit to the Assignor are
terminated.

     "Security  Agreement"  means that  certain  Amended and  Restated  Security
Agreement  dated as of April 10, 2000 by and between  Assignor and the Assignee,
as the same may be amended,  restated,  supplemented or otherwise  modified from
time to time.

     2. ASSIGNMENT OF INTEREST

     2.1 Patents,  Trademarks,  Copyrights and Other Intellectual  Property. The
Assignor hereby grants, assigns and conveys to the Assignee, as security for the
full and prompt payment of the Obligations  when due, a first priority  security
interest in the entire  right,  title and interest of the Assignor in and to all
of its now owned, existing or filed or hereafter acquired, arising or filed:

          (a)  (i)  all  patents  and  patent   applications  of  the  Assignor,
     including,  without  limitation,  those  listed on Exhibit A hereto and the
     inventions and improvements  described and claimed therein,  and patentable
     inventions  and  methods of the  Assignor,  (ii) all  reissues,  divisions,
     continuations,       renewals,      extensions,      reexamination      and
     continuations-in-part of any of the foregoing, (iii) all income, royalties,
     damages or payments now and hereafter  due and/or  payable to such Assignor
     under any of the foregoing with respect to any of the foregoing, including,
     without limitation, damages or payments for past or future infringements of
     any of the  foregoing,  (iv) the  right of the  Assignor  to sue for  past,
     present and future infringements of any of the foregoing and (v) all rights
     of such Assignor corresponding to any of the foregoing throughout the world
     (collectively, the "Patents");

          (b) (i) all  trademarks,  service  marks,  trademark  and service mark
     registrations,   Internet  and  domain  names,  uniform  resource  locators
     (including,  without limitation,  www.peapod.com)  trade and business names
     and trademark  and service mark  applications  of the Assignor,  including,
     without limitation,  those listed on Exhibit B hereto, (ii) all renewals of
     any of the foregoing, (iii) all income, royalties, damages and payments now
     or hereafter due and/or payable to such Assignor under any of the foregoing
     or with respect to any of the  foregoing,  including,  without  limitation,
     damages  or  payments  for  past  or  future  infringements  of  any of the
     foregoing,  (iv) the right of the  Assignor  to sue for past,  present  and
     future  infringements  of any of  the  foregoing,  (v)  all  rights  of the
     Assignor  corresponding  to any of the foregoing  throughout the world, and
     (vi) the goodwill of the Assignor's  business connected with and symbolized
     by any of the foregoing (collectively, the "Trademarks");

          (c) all trade secrets and  confidential  business  information  of the
     Assignor, including formulae and recipes, computations, systems, inventions
     and methods (whether  patentable or unpatentable and whether or not reduced
     to practice), know-how, manufacturing and production processes, designs and
     techniques, research and development information, specifications, drawings,
     designs, plans, proposals,  technical data,  copyrightable work, financial,
     business,  and marketing plans, customer and supplier lists and information
     (collectively, the "Trade Secrets");

          (d)  all  copyrights,   copyright  applications  (including,   without
     limitation,  computer  software,  source and  object  code,  databases  and
     related  documentation)  and other  intellectual  and proprietary  property
     rights of the  Assignor,  including,  without  limitation,  those listed on
     Exhibit C hereto (collectively,  the "Other Intellectual Property Rights");
     and

          (e) to the extent assignable without causing a default thereunder, the
     Assignor's rights in licenses and license  agreements with any other Person
     under or with respect to any patents,  trademarks,  trade  secrets or other
     intellectual  property  rights and licenses and license  agreements  of the
     Assignor with any other Person under or with respect to any of the Patents,
     Trademarks,  Trade  Secrets  or Other  Intellectual  Property  Rights  (all
     licenses and license  agreements  assigned to the Assignee  pursuant hereto
     herein collectively called the "Licenses").

All Patents, Trademarks, Trade Secrets, Licenses and Other Intellectual Property
herein   collectively   called  the   "Proprietary   Rights";   provided,   that
notwithstanding  anything to the  contrary  contained  herein,  the  Proprietary
Rights  shall not include any Licenses or other  agreements  in respect of which
the grant of the security  contemplated by this Agreement shall be prohibited by
its terms; provided, however, that upon the termination of such prohibitions for
any reason  whatsoever,  the  provisions  of this Section 2.1 shall be deemed to
apply thereto automatically.

     2.2  Restriction on Future  Agreements.  The Assignor agrees that until the
Release  Date,  the Assignor  will not,  without the  Assignee's  prior  written
consent, enter into any agreement,  including,  without limitation,  any license
agreement,  that  grants to any  Person  other  than the  Assignee  rights to or
interests in any  Proprietary  Rights that is  inconsistent  with the Assignor's
obligations under this Collateral  Assignment.  The Assignor further agrees that
until the Release  Date it will not take any action,  or permit any action to be
taken by any affiliate of the Assignor or other Person subject to the Assignor's
control, including,  without limitation,  licensees, or fail to take any action,
that would  affect the  validity  or  enforcement  of the rights  granted to the
Assignee under this Collateral Assignment.

     2.3 New Patents,  Trademarks and Other  Intellectual  Property Rights.  The
Assignor  represents  and  warrants  that  the  Patents,  Trademarks  and  Other
Intellectual  Property  Rights listed in Exhibits A, B and C hereto are owned by
the Assignor and such Patents, Trademarks and Other Intellectual Property Rights
constitute  all of the  material  Patents,  Trademarks  and  Other  Intellectual
Property  Rights that the Assignor now owns which are registered with the United
States Patent and Trademark  Office and the United States Copyright Office or an
accredited and appropriate domain name registrar, as applicable.  If, before the
Release Date the Assignor  shall (i) obtain any new Patents,  Trademarks,  Other
Intellectual  Property  Rights or Trade Secrets or rights thereto or (ii) become
entitled to the benefit of any new Patent,  Trademark,  Trade Secret, License or
Other  Intellectual  Property  Rights,  the Assignor  shall give to the Assignee
prompt written notice thereof.  Each Assignor hereby  authorizes the Assignee to
modify this Collateral  Assignment by amending any or all the Exhibits  attached
hereto,  as  applicable,  to  include  any  such  Patents,  Trademarks  or Other
Intellectual Property Rights.

     2.4  Royalties  and  Terms.  The  Assignor  hereby  agrees  that  upon  the
occurrence and during the continuance of an Event of Default,  the Assignee,  or
any designee of the Assignee,  may,  subject to  applicable  law and to any then
existing  Licenses granted by such Assignor in respect of any Patent,  Trademark
or Other Intellectual Property of such Assignor,  use any or all of the Patents,
Trademarks,  Trade  Secrets,  Licenses  or Other  Intellectual  Property  Rights
worldwide  without any liability to such Assignor for royalties or other related
charges.  The term of the  assignments  granted in this Section 2.4 shall extend
until  the  earlier  of (i)  the  expiration  of all  rights  under  each of the
respective   Patents,   Trademarks,   Trade   Secrets  and  Licenses  and  Other
Intellectual Property Rights assigned hereunder or (ii) the Release Date.

     2.5  Reassignment  to Assignor.  On the Release  Date,  the Assignee  shall
execute  and  deliver to the  Assignor,  at the  Assignor's  request and at such
Assignor's sole cost and expense,  such releases,  deeds,  assignments and other
instruments as may be necessary to relinquish,  without any  representations  or
warranties  whatsoever  (other than a  representation  that the Assignee has not
assigned or transferred the Proprietary Rights covered by such releases,  or its
security interests therein, except as contemplated or permitted hereby or by the
other Credit Documents), all of the Assignee's rights in such of the Proprietary
Rights as shall not have been sold or  disposed of pursuant to the terms of this
Collateral Assignment.

     2.6 Duties of Assignors.  Subject to the rights of the Assignee,  until the
Release Date the Assignor shall (i) prosecute  diligently any patent,  trademark
or copyright  application  and  licenses of the Assignor  pending as of the date
hereof or  thereafter,  (ii)  make  application  on  unpatented  but  patentable
inventions of the Assignor and on trademarks and copyrights, as appropriate,  of
the Assignor (iii) preserve and maintain all rights in the Proprietary Rights of
the  Assignor  and  (iv)  possess  all  Trade  Secrets  of  the  Assignor.   Any
out-of-pocket  expenses  incurred in connection  with such  applications  by the
Assignor  shall be borne by the  Assignor.  The  Assignor  shall not abandon any
Patent, Trademark,  Trade Secret, License, or Other Intellectual Property Rights
or the  right  to file  any  patent  application  unless  the  Assignor,  in its
reasonable  discretion,  determines  that to take such  action  in a  particular
instance would be in the best commercial interest of the Assignor.

     2.7 Assignee's Right to Sue. If an Event of Default shall have occurred and
be  continuing,  the  Assignee  shall  have the  right,  but  shall in no way be
obligated,  to bring  suit on  behalf  of the  Assignor  to  enforce  any of the
Assignor's  rights in any Proprietary  Rights in the event the Assignor declines
to bring such suit and,  if the  Assignee  shall  commence  any such  suit,  the
Assignor shall,  at the request of the Assignee,  do any and all lawful acts and
execute any and all proper  documents  requested  by the Assignee in aid of such
enforcement  and the Assignor shall promptly pay, or reimburse and indemnify the
Assignee  upon  demand,  for all  reasonable  out-of-pocket  costs and  expenses
incurred by the Assignee in the exercise of its rights under this Section 2.7.

     2.8 Assignee Appointed Attorney-in-Fact. During the existence of a Default,
the  Assignor   appoints  the  Assignee  or  the  Assignee's   designee  as  its
attorney-in-fact  to do all  things  necessary  to  carry  out or  enforce  this
Collateral Assignment.  The Assignor ratifies and approves to the fullest extent
permitted  by law  all  acts  of  the  Assignee  as  attorney-in-fact  taken  in
accordance herewith. The Assignee as attorney-in-fact will not be liable for any
acts or  omissions,  or for any error of  judgment  or  mistake  of fact or law,
except for gross  negligence or willful  misconduct.  This power,  being coupled
with an interest, is irrevocable until the Release Date.

     3. FILINGS AND CONSENTS

     The Assignor shall, at the cost and expense of the Assignor  deliver to the
Assignee,  upon the execution and delivery of this Collateral  Assignment and at
any time and from time to time thereafter,  such  instruments and documents,  in
form and substance  satisfactory to the Assignee, and take such other action, as
the Assignee shall reasonably specify as being necessary or appropriate,  in the
reasonable opinion of the Assignee,  to perfect the Security interests and other
interests  granted by the  Assignor to the  Assignee  hereby in the  Proprietary
Rights, including, without limitation, filings with the United States Patent and
Trademark  Office and the Copyright  Office of the United  States.  The Assignor
will  also,  at its own  expense,  from time to time  hereafter  make,  execute,
endorse,  acknowledge,  file and/or  deliver to the  Assignee  all  documents or
instruments and take such further steps reasonably  requested by the Assignee to
perfect Assignee's security interests in all Proprietary Rights.

     4. COVENANTS

     The Assignor agrees that until the Release Date, unless the Assignee agrees
otherwise  in writing:  (a) the  Assignor  will,  at its sole cost and  expense,
warrant and defend the  Proprietary  Rights from any and all material claims and
demands of any other Person;  (b) the Assignor will not grant,  create or permit
to exist any Lien on any of the Proprietary Rights in favor of any other Person;
(c) the Assignor will pay, and indemnify and hold the Assignee harmless from and
against  any and  all  liabilities,  obligations,  losses,  damages,  penalties,
actions,  judgments,  suits,  costs,  expenses or  disbursements  of any kind or
nature  whatsoever with respect to any Proprietary  Rights,  including  (without
limitation) claims of patent or trademark or Other  Intellectual  Property Right
infringement,  and any claim of unfair competition or antitrust  violation,  (i)
provided that Assignor shall not have any  obligation  hereunder with respect to
such  indemnification  arising from the Assignee's  gross  negligence or willful
misconduct in the use,  assignment and  sublicensing of the Patents,  Trademarks
and Licenses that are covered by this Collateral  Assignment;  (ii) which is for
reimbursement  for  amounts  paid  by  an  Indemnified   Person  on  any  final,
non-appealable  judgment in the Assignor's favor against the Assignee by a court
of competent  jurisdiction;  or (iii) which is for reimbursement of amounts paid
by the party seeking  indemnification  in any settlement with a party other than
the Assignee which has been properly  effected by the Assignee without the prior
consent of the  Assignor,  unless  either (x) the  Assignor has had a reasonable
opportunity to assume responsibility and has not diligently prosecuted a defense
of such  indemnified  obligation;  or (y) the  Assignor  has  failed to  provide
reasonable   evidence  of  its  financial   ability  to  satisfy  its  indemnity
obligations  hereunder;  (d) the Assignor will not enter into any agreement that
is inconsistent in any material  respect with the Assignor's  obligations  under
this Collateral Assignment; and (e) all Proprietary Rights of the Assignor shall
be  subsisting,  valid and  enforceable in all material  respects  against third
Persons,  except to the extent  otherwise  disclosed  in writing to the Assignor
prior to the date hereof.

     5. DEFAULT

     5.1 Remedies.  (a) Upon the  occurrence  and during the  continuance  of an
Event of Default, the Assignee, in addition to any rights and remedies under the
Credit Documents or applicable law, may, in its discretion:

          (i) collect,  receive,  appropriate and realize upon all or any of the
     Proprietary Rights or any part thereof;

          (ii) enter,  with or without  process of law and without breach of the
     peace,  any premises where any of the  Proprietary  Rights or the books and
     records  related  thereto  are or may be  located,  and  without  charge or
     liability  to the  Assignee  seize and remove the  Proprietary  Rights (and
     copies of the  Assignor's  books and  records  in any way  relating  to the
     Proprietary Rights) from said premises and/or remain upon said premises and
     use the same  (together  with said books and  records)  for the  purpose of
     collecting, preparing and disposing of the Proprietary Rights; or

          (iii) sell or otherwise dispose of, including  without  limitation the
     granting of licenses,  any Proprietary Rights at public or private sale for
     cash or credit.

     (b)  Upon the  occurrence  of an Event of  Default,  the  Assignee,  in its
discretion,  may exercise any one or more of the rights and remedies accruing to
a secured party under the UCC as adopted in the relevant state or states and any
other applicable law upon default by a debtor.  The Assignor  recognizes that in
the event  the  Assignor  fails to  perform,  observe  or  discharge  any of its
obligations or liabilities  under this Collateral  Assignment,  no remedy of law
will provide  adequate relief to the Assignee,  and the Assignor agrees that the
Assignee shall be entitled to temporary and permanent  injunctive  relief in any
such case without the necessity of proving actual damages.

     (c) Any notice required to be given by the Assignee of a sale, lease, other
disposition of any of the Proprietary Rights or any other intended action by the
Assignee,  delivered by telex, facsimile transmission or overnight mail, postage
prepaid and duly  addressed  to the Assignor at its address set forth beside its
signature  hereto,  not less than ten (10) days prior to such  proposed  action,
shall  constitute  commercially  reasonable  and  fair  notice  thereof  to  the
Assignor.

     (d) Upon the occurrence of an Event of Default, the Assignee shall have the
right at any time and from time to time thereafter,  in its discretion,  without
notice thereof to the Assignor,  to take control,  in any manner, of any item of
payment for or proceeds of any of the Proprietary Rights.

     (e) The Assignee  may, if the  Assignee  deems it  reasonable,  postpone or
adjourn any sale of  Proprietary  Rights of the  Assignor,  or any part thereof,
from  time  to time by an  announcement  at the  time  and  place  of sale or by
announcement at the time and place of such postponed or adjourned sale,  without
being required to give a new notice of sale.

     (f) All cash  proceeds  received by the Assignee in respect of any sale of,
collection  from, or other  realization  upon all or any part of the Proprietary
Rights shall be applied (after payment of any amounts payable to the Assignee as
reimbursement  for the costs and expenses  incurred by it in connection with the
sale of any of the Proprietary  Rights) by the Assignee  against all or any part
of the  Obligations  in such order as the Assignee  shall elect.  Any surplus of
such cash or cash proceeds  held by the Assignee and remaining  after payment in
full of all the Obligations  shall be paid over to the Assignor or to whomsoever
may be lawfully  entitled to receive such surplus and any  deficiency  remaining
after  application  of such  cash  or cash  proceeds  to the  Obligations  shall
continue to be an  Obligation  of the  Assignor,  for which the  Assignor  shall
remain liable.

     5.2  Waivers  by  Assignors.  Except  as  otherwise  provided  for in  this
Collateral  Assignment and to the extent  permitted  under  applicable  law, the
Assignor waives (i)  presentment,  demand and protest and notice of presentment,
dishonor,  protest,  default,   nonpayment,   maturity,   release,   compromise,
settlement,  extension or renewal of any or all Obligations and of any accounts,
contract  rights,  documents,  instruments,  chattel paper and guaranties at any
time held by the  Assignee  on which the  Assignor  may in any way be liable and
hereby ratifies and confirms  whatever the Assignee may do in this regard,  (ii)
all rights to notice and a hearing prior to the Assignee's  taking possession or
control of, or to the  Assignee's  replevy,  attachment or levy upon, any of the
Proprietary  Rights or any bond or security  that might be required by any court
prior to allowing the Assignee to exercise any of the Assignee's  remedies,  and
(iii) the benefit of all valuation,  appraisal and exemption  laws. The Assignor
acknowledges  that it has been  advised  by its  counsel  with  respect  to this
Collateral  Assignment  and  the  transactions   evidenced  by  this  Collateral
Assignment.

     5.3 Cumulative  Remedies.  All of the  Assignee's  rights and remedies with
respect to the Proprietary  Rights,  whether established hereby or by any of the
other  Credit  Documents,  or by  any  other  agreements  or by  law,  shall  be
cumulative  and  may be  exercised  singularly  or  concurrently.  The  Assignor
acknowledges and agrees that this Collateral Assignment is not intended to limit
or restrict in any way the rights and  remedies of the  Assignee  under the Term
Note or any other  Credit  Document  but rather is  intended to  facilitate  the
exercise of such rights and remedies.

     6. MISCELLANEOUS

     6.1 Waivers.  No course of dealing  between the Assignor and the  Assignee,
nor any failure to  exercise,  nor any delay in  exercising,  on the part of the
Assignee, any right, power or privilege hereunder,  under the Term Note or under
any other  Credit  Document  shall  operate as a waiver  thereof;  nor shall any
single or  partial  exercise  of any  right,  power or  privilege  hereunder  or
thereunder preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.

     6.2  Severability.   The  provisions  of  this  Collateral  Assignment  are
severable,   and  if  any  clause  or  provision   shall  be  held  invalid  and
unenforceable in whole or in part as to the Assignor in any  jurisdiction,  then
such invalidity or  unenforceability  shall affect only such clause or provision
or part thereof as to such  Assignor in such  jurisdiction  and shall not in any
manner affect such clause or provision in any other  jurisdiction,  or any other
clause or provision of this Collateral Assignment in any jurisdiction.

     6.3 Modification.  This Collateral Assignment cannot be altered, amended or
modified  in any way,  except  by a writing  signed  by the party to be  charged
therewith.

     6.4 Binding Effect;  Benefits.  This Collateral Assignment shall be binding
upon the Assignor and its successors and assigns, and shall inure to the benefit
of the  Assignee  and its  successors  and  assigns.  No Assignor may assign its
rights or  obligations  hereunder  or its  interest  in any  Proprietary  Rights
without the consent of the Assignee.

     6.5 Governing  Law.  This  Collateral  Assignment  shall be governed by and
construed in accordance  with the laws of the State of New York,  without regard
to its choice of law rules which  would make the laws of any other  jurisdiction
applicable to this Collateral Assignment.

     6.6 Notices.  (a) Any notice,  demand or  communication  hereunder shall be
given in writing (including  facsimile  transmission) and mailed or delivered to
each party at its address set forth beside its signature  hereto,  or, as to any
party,  at such other  address as shall be  designated  by such party by a prior
notice to the other parties in accordance with the terms of this Section 6.6.

     (b) Each notice  hereunder  shall be effective  (i) five (5) business  days
after such notice is mailed,  by registered or certified  mail,  postage prepaid
(return receipt  requested),  (ii) upon delivery by hand or (iii) in the case of
any notice or  communication by facsimile  transmission,  on the date when sent;
provided,  however,  that notices to the Assignee  shall not be effective  until
actually received by it.

     6.7 Headings. The Section titles and headings in this Collateral Assignment
are and shall be without  substantive  meaning or context of any kind whatsoever
and are for convenience of reference only.

     6.8 References.  Unless and until the Credit Agreement is executed by Ahold
and the Assignor and loans are made to Assignor  thereunder,  all  references to
the "Secured  Party" shall be to BEW. Upon execution of the Credit  Agreement by
Ahold and Assignor and the repayment of the Term Loan and all other indebtedness
owing to BEW by Assignor under the Credit  Documents,  all references  herein to
the  "Secured  Party"  (except in Section  6.5) shall refer to Ahold;  provided,
however, in the event BEW is required to return any such payments to Assignor or
trustee or receiver therefor,  all references to the "Secured Party" shall again
include BEW.

    [Remainder of this page intentionally left blank; signature pages follow]

<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Collateral
Assignment to be duly executed by their authorized  officers on the day and year
first above written.


Address:                                     PEAPOD, INC.

9933 Woods Drive
Skokie, Illinois 60077                       By:________________________________
Attention:  Dan Rabinowitz                      Name:   Dan Rabinowitz
Fax No.:  (847) 583-9540                        Title:  Senior VP and
                                                         Chief Financial Officer


<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Collateral
Assignment to be duly executed by their authorized  officers on the day and year
first above written.


Address:                                     BEW, Inc.

19 Skelley Ave.
Weymouth, MA 02189                           By:________________________________
Attention:  Anne J. Longo                       Name:   Anne J. Longo
Fax No.:  (617) 770-6013                        Title:  President

<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Collateral
Assignment to be duly executed by their authorized  officers on the day and year
first above written.


Address:
                                             Koninklijke Ahold NV
Albert Heijnweg 1
1507 EH Zaandam, The Netherlands             By:________________________________
Attention:  Ton van Tielraden, Esq.             Name:  Robert G. Tobin
Fax No.:   (31-75) 659-8366                     Title:




<PAGE>

STATE OF ______________    )
                           )ss.:
COUNTY OF ____________     )


     On this  _____ day of  ___________,  2000,  before me  personally  came Dan
Rabinowitz,  who being duly sworn, did depose and say that he is the Senior Vice
President and Chief Financial Officer of PEAPOD, INC., the corporation described
in and which executed the above  instrument as Assignor,  and that he signed his
name  thereto on behalf of, and  pursuant  to the  authority  granted  by,  said
corporation.

                                                 ________________________
                                                       Notary Public




<PAGE>
STATE OF ______________    )
                           )ss.:
COUNTY OF ____________     )


     On this ___ day of ____________,  2000, before me personally came Robert G.
Tobin,  who  being  duly  sworn,  did  depose  and say that he is an  authorized
signatory  of  Koninklijke  Ahold NV,  the  corporation  described  in and which
executed the above  instrument as Assignee,  and that he signed his name thereto
on behalf of, and pursuant to the authority granted by, said corporation.


                                                 ________________________
                                                       Notary Public

<PAGE>
STATE OF ______________    )
                           )ss.:
COUNTY OF ____________     )


     On this ___ day of  ____________,  2000,  before me personally came Anne J.
Longo,  who being duly sworn,  did depose and say that she is the  President  of
BEW, Inc., the corporation  described in and which executed the above instrument
as Assignee,  and that she signed her name thereto on behalf of, and pursuant to
the authority granted by, said corporation.



                                                 ________________________
                                                       Notary Public



<PAGE>

                        COLLATERAL ASSIGNMENT OF PATENTS


     WHEREAS, PEAPOD, INC. a Delaware corporation ("Assignor"), having its chief
executive  office at 9933 Woods Drive,  Skokie,  Illinois 60077, is the owner of
all right,  title and  interest in and to the United  States  patents and United
States   patent   applications   set  forth  on   Schedule  A  attached   hereto
(collectively, the "Patents and Patent Applications");

     WHEREAS,  the Assignor may be indebted to Koninklijke Ahold NV ("Assignee")
for the principal amount of up to  $20,000,000.00  under a Credit Agreement (the
"Credit  Agreement")  dated as of April [ ], 2000  entered  into by the Assignor
with the Assignee; and

     WHEREAS, to secure its obligations under the Credit Agreement, the Assignor
wishes  to assign  to the  Assignee,  and to grant to the  Assignee  a  security
interest in and lien upon, the Patents and Patent Applications;

     NOW, THEREFORE,  for good and valuable consideration,  the receipt of which
is hereby  acknowledged,  and subject to the terms and conditions of the Amended
and Restated  Collateral  Assignment of Intellectual  Property dated as of April
__,  2000,  as from time to time  amended,  made by the Assignor in favor of the
Assignee,  the  Assignor  hereby  assigns  to the  Assignee,  and  grants to the
Assignee  a  security  interest  in and a lien  upon,  the  Patents  and  Patent
Applications  to secure the Assignor's  obligations and  indebtedness  under the
Credit Agreement.

Date: ____________                          PEAPOD, INC.


                                            By________________________
                                                Name:   Dan Rabinowitz
                                                Title:  Senior VP and
                                                         Chief Financial Officer

<PAGE>
STATE OF ______________    )
                           )ss.:
COUNTY OF ____________     )


     On this  _____ day of  ___________,  2000,  before me  personally  came Dan
Rabinowitz,  who being duly sworn, did depose and say that he is the Senior Vice
President and Chief Financial Officer of PEAPOD, INC., the corporation described
in and which executed the above  instrument as Assignor,  and that he signed his
name  thereto on behalf of, and  pursuant  to the  authority  granted  by,  said
corporation.

                                                 ________________________
                                                       Notary Public


<PAGE>
                       COLLATERAL ASSIGNMENT OF COPYRIGHTS


     WHEREAS, PEAPOD, INC. a Delaware corporation ("Assignor"), having its chief
executive  office at 9933 Woods Drive,  Skokie,  Illinois 60077, is the owner of
all  right,  title and  interest  in and to the  United  States  copyrights  and
associated   United  States   copyright   registrations   and  applications  for
registration  set  forth  on  Schedule  A  attached  hereto  (collectively,  the
"Copyrights and Copyright Applications");

     WHEREAS,  the Assignor may be indebted to Koninklijke Ahold NV ("Assignee")
for the principal amount of up to  $20,000,000.00  under a Credit Agreement (the
"Credit  Agreement")  dated as of April [ ], 2000  entered  into by the Assignor
with the Assignee; and

     WHEREAS, to secure its obligations under the Credit Agreement, the Assignor
wishes  to assign  to the  Assignee,  and to grant to the  Assignee  a  security
interest in and lien upon, the Copyrights and Copyright Applications;

     NOW, THEREFORE,  for good and valuable consideration,  the receipt of which
is hereby  acknowledged,  and subject to the terms and conditions of the Amended
and Restated  Collateral  Assignment of Intellectual  Property dated as of April
__,  2000,  as from time to time  amended,  made by the Assignor in favor of the
Assignee,  the  Assignor  hereby  assigns  to the  Assignee,  and  grants to the
Assignee a security  interest in and a lien upon the,  Copyrights  and Copyright
Applications  to secure the Assignor's  obligations and  indebtedness  under the
Credit Agreement.

Date: ____________                          PEAPOD, INC.


                                            By________________________
                                                Name:   Dan Rabinowitz
                                                Title:  Senior VP and
                                                         Chief Financial Officer
<PAGE>
STATE OF ______________    )
                           )ss.:
COUNTY OF ____________     )


     On this  _____ day of  ___________,  2000,  before me  personally  came Dan
Rabinowitz,  who being duly sworn, did depose and say that he is the Senior Vice
President and Chief Financial Officer of PEAPOD, INC., the corporation described
in and which executed the above  instrument as Assignor,  and that he signed his
name  thereto on behalf of, and  pursuant  to the  authority  granted  by,  said
corporation.

                                                 ________________________
                                                       Notary Public


<PAGE>
                      COLLATERAL ASSIGNMENT OF TRADEMARKS,
                          SERVICE MARKS AND TRADE NAMES


     WHEREAS, PEAPOD, INC. a Delaware corporation ("Assignor"), having its chief
executive  office at 9933 Woods Drive,  Skokie,  Illinois 60077, is the owner of
all right,  title and interest in and to the United States  trademarks,  service
marks and trade names and United States trademark and service mark registrations
and trade name,  trademark and service mark applications set forth on Schedule A
attached hereto (the "Trademarks,  Service Marks,  Trade Names and Registrations
and Applications");

     WHEREAS,  the Assignor may be indebted to Koninklijke Ahold NV ("Assignee")
for the principal amount of up to  $20,000,000.00  under a Credit Agreement (the
"Credit  Agreement")  dated as of April [ ], 2000  entered  into by the Assignor
with the Assignee; and

     WHEREAS, to secure its obligations under the Credit Agreement, the Assignor
wishes  to assign  to the  Assignee,  and to grant to the  Assignee  a  security
interest  in and lien upon,  the  Trademarks,  Service  Marks,  Trade  Names and
Registrations and Applications;

     NOW, THEREFORE,  for good and valuable consideration,  the receipt of which
is hereby  acknowledged,  and subject to the terms and conditions of the Amended
and Restated  Collateral  Assignment of Intellectual  Property dated as of April
__,  2000,  as from time to time  amended,  made by the Assignor in favor of the
Assignee,  the  Assignor  hereby  assigns  to the  Assignee,  and  grants to the
Assignee a security interest in and a lien upon, the Trademarks,  Service Marks,
Trade  Names  and  Registrations  and  Applications  to  secure  the  Assignor's
obligations and indebtedness under the Credit Agreement.

Date: ____________                          PEAPOD, INC.


                                            By________________________
                                                Name:   Dan Rabinowitz
                                                Title:  Senior VP and
                                                         Chief Financial Officer

<PAGE>

STATE OF ______________    )
                           )ss.:
COUNTY OF ____________     )


     On this  _____ day of  ___________,  2000,  before me  personally  came Dan
Rabinowitz,  who being duly sworn, did depose and say that he is the Senior Vice
President and Chief Financial Officer of PEAPOD, INC., the corporation described
in and which executed the above  instrument as Assignor,  and that he signed his
name  thereto on behalf of, and  pursuant  to the  authority  granted  by,  said
corporation.

                                                 ________________________
                                                       Notary Public