EX-10.11



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                                VOTING AGREEMENT

                                      among


                          THE STOCKHOLDERS NAMED HEREIN


                                       and

                             KONINKLIJKE AHOLD N.V.


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                                   Dated as of

                                 April 14, 2000

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                                VOTING AGREEMENT


     THIS VOTING  AGREEMENT (the  "Agreement")  is made as of April 14, 2000, by
and  among  Tribune  National   Marketing   Company,   a  Delaware   corporation
("Tribune"),  Nevis Capital Management,  Inc., a Maryland corporation  ("Nevis")
(each  a  "Stockholder"  and  collectively,   the   "Stockholders",   each  such
Stockholder acting in its capacity as a stockholder of Peapod,  Inc., a Delaware
corporation (the  "Company")) and Koninklijke  Ahold N.V., a public company with
limited  liability   incorporated   under  the  laws  of  the  Netherlands  (the
"Purchaser").

                              W I T N E S S E T H:


     WHEREAS, the Company proposes to enter into a Purchase Agreement,  dated as
of April 14, 2000 (the "Purchase  Agreement") with the Purchaser,  providing for
the sale by the Company of shares of its Series B Convertible  Preferred  Stock,
par value $.01 per share ("Series B Preferred Stock"), and certain warrants (the
"Warrants")  to purchase  shares of Common Stock,  par value $.01 per share (the
"Common Stock"), of the Company to the Purchaser; and

     WHEREAS, the Purchase Agreement  contemplates the purchase by the Purchaser
of the Series B Preferred  Stock and the Warrants in one or more  closings,  but
not to exceed  three (3)  (each,  a  "Closing"),  with each  Closing  subject to
certain  conditions,  including  the approval by the holders of the  outstanding
shares of Common Stock of the Purchase Agreement and other Documents (as defined
below) and the transactions contemplated thereby; and

     WHEREAS,  as a condition to the  willingness of the Purchaser to enter into
the Purchase  Agreement,  and as an  inducement  to the Purchaser to do so, each
Stockholder  has  agreed  for the  benefit  of the  Company as set forth in this
Agreement.

     NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants and  agreements  contained in this  Agreement,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.1  Definitions.  As used in this  Agreement,  the following terms
have the following meanings:

     "Affiliate"  shall mean,  with respect to any specified  person,  any other
person  directly or indirectly  controlling  or controlled by or under direct or
indirect common control with such specified  person and, in the case of a person
who is an  individual,  shall  include  (i) members of such  specified  person's
immediate  family (as defined in  Instruction 2 of Item 404(a) of Regulation S-K
under the Securities Act) and (ii) trusts,  the trustee and all beneficiaries of
which are such specified person or members of such person's  immediate family as
determined in accordance with the foregoing clause (i). For the purposes of this
definition,  "control"  when used with  respect to any person means the power to
direct the  management and policies of such person (in particular the voting and
disposition  of shares of Common  Stock  held  directly  or  indirectly  by such
person),  directly  or  indirectly,  whether  through  the  ownership  of voting
securities, by contract or otherwise; and the terms "affiliated,"  "controlling"
and "controlled" have meanings correlative to the foregoing. Notwithstanding the
foregoing,  neither  the  Purchaser  nor any of its  Affiliates  shall be deemed
Affiliates of the Company for purposes of this Agreement.

     "Agreement" shall have the meaning set forth in the Preamble.

     "Alternative  Transaction"  shall  have the  meaning  set forth in  Section
3.7(a).

     "Amended and Restated  Bylaws" shall mean the Amended and Restated  By-Laws
of the Company.

     "Amended and Restated  Certificate of Incorporation" shall mean the Amended
and Restated Certificate of Incorporation of the Company.

     "beneficial  owner" of a security  shall mean any person  who,  directly or
indirectly, through any contract, arrangement,  understanding,  relationship, or
otherwise  has (i) the power to vote,  or to direct the voting of, such security
or (ii) the power to dispose, or to direct the disposition of, such security, or
the ability to acquire such voting or dispositive power.

     "Certificate  of  Designations"  shall mean the Certificate of Designations
relating to the Series B Preferred Stock.

     "Closing" shall have the meaning set forth in the Recitals.

     "Common Stock" shall have the meaning set forth in the Recitals.

     "Company" shall have the meaning set forth in the Recitals.

     "Credit and  Security  Agreements"  shall have the meaning set forth in the
Purchase Agreement.

     "Documents"  shall mean (i) this  Agreement,  (ii) the Purchase  Agreement,
(iii) the Warrants,  (iv) the Certificate of Designations,  (v) the Registration
Rights Agreement, (vi) the Services Agreement, (vii) the Individual Stockholders
Voting Agreement,  (viii) the Joint Development and License Agreement,  and (ix)
the Credit and Security Agreements.

     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

     "Governmental  Authority" shall mean any foreign,  Federal,  state or local
court or governmental or regulatory authority.

     "HSR Act" shall mean the  Hart-Scott-Rodino  Antitrust  Improvements Act of
1976, as amended,  and applicable  rules and  regulations  and any similar state
acts.

     "Individual Stockholders Voting Agreement" shall mean the Voting Agreement,
dated as of the date hereof,  by and among the Purchaser and the stockholders of
the Company named therein.

     "Joint  Development and License Agreement" shall have the meaning set forth
in the Purchase Agreement.

     "Lien"  shall  mean  any  pledge,  lien,  claim,  restriction,   charge  or
encumbrance of any kind.

     "Nevis" shall have the meaning set forth in the Recitals.

     "Notices" shall have the meaning set forth in Section 4.6.

     "person"  shall  mean any  individual,  partnership,  corporation,  limited
liability  company,  joint venture,  association,  joint-stock  company,  trust,
unincorporated  organization,  government  or  agency or  political  subdivision
thereof, or other entity.

     "Purchase Agreement" shall have the meaning set forth in the Recitals.

     "Purchaser" shall have the meaning set forth in the Recitals.

     "Registration   Rights  Agreement"  shall  mean  the  registration   rights
agreement  to be entered into by the Company and the  Purchaser  pursuant to the
Purchase Agreement.

     "Rights  Agreement"  shall  have the  meaning  set  forth  in the  Purchase
Agreement.

     "Securities" shall mean all shares of Common Stock (and all other shares or
securities  issued or issuable in respect thereof)  together with the associated
Rights (as defined in the Rights  Agreement) as of the date hereof and hereafter
acquired.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations thereunder.

     "Services  Agreement" shall mean the services  agreement to be entered into
by the  Company  and the  Purchaser  or one of its  Affiliates  pursuant  to the
Purchase Agreement.

     "Stockholder"  or  "Stockholders"  shall have the  meaning set forth in the
Preamble.

     "subsidiary"  shall mean,  with respect to any person,  (a) a corporation a
majority of whose capital stock with voting power, under ordinary circumstances,
to elect directors is at the time, directly or indirectly, owned by such person,
by a subsidiary of such person,  or by such person and one or more  subsidiaries
of such person,  (b) a partnership  in which such person or a subsidiary of such
person is, at the date of determination,  a general partner of such partnership,
or (c) any other  person  (other than a  corporation)  in which such  person,  a
subsidiary  of such person or such person and one or more  subsidiaries  of such
person, directly or indirectly, at the date of determination thereof, has (i) at
least a  majority  ownership  interest,  (ii) the power to elect or  direct  the
election of the directors or other  governing body of such person,  or (iii) the
power to direct or cause the  direction  of the  affairs or  management  of such
person.  For purposes of this definition,  a person is deemed to own any capital
stock or other  ownership  interest if such person has the right to acquire such
capital stock or other ownership  interest,  whether through the exercise of any
purchase option, conversion privilege or similar right.

     "Subsidiary" shall mean a subsidiary of the Company.

     "Termination Date" shall have the meaning set forth in Section 4.3.

     "Tribune" shall have the meaning set forth in the Recitals.

     "Warrants" shall have the meaning set forth in the Recitals.


                                   ARTICLE II

                          COVENANTS OF THE STOCKHOLDERS

     Section 2.1  Agreement to Vote. At any meeting of the  stockholders  of the
Company held on or prior to the  Termination  Date (as defined in Section  4.3),
however  called,  and  at  every  adjournment  or  postponement  thereof,  or in
connection  with any  written  consent of the holders of any class or classes of
the capital stock of the Company prior to the Termination Date, each Stockholder
shall  vote  and  cause  each of its  controlled  Affiliates  to vote all of the
Securities with respect to which it has the right to vote or direct the vote (as
of the  record  date  for such  meeting  of  stockholders),  (a) in favor of the
Purchase Agreement, the other Documents and all of the transactions contemplated
by the  Purchase  Agreement  and the  other  Documents,  all  matters  requiring
approval of  stockholders  under the listing  requirements  of the Nasdaq  Stock
Market in  connection  with  such  transactions,  and any  actions  required  in
furtherance  hereof,  including,  without  limitation,  (i) the  issuance of the
Series B Preferred  Stock and Warrants at the  Closings,  (ii) the amendment and
restatement of the Amended and Restated  Certificate of Incorporation to read in
its entirety as set forth in the Purchase  Agreement,  and (iii) the election of
the  directors  nominated  by the  Purchaser  to the Board of  Directors  of the
Company  who are in the class of  directors  to be voted  upon at the  Company's
Stockholder's  Meeting (as defined in the Purchase  Agreement),  (b) against any
Alternative  Transaction,  and (c) except as  otherwise  agreed to in writing in
advance  by the  Purchaser,  against  the  following  actions  (other  than  the
transactions  contemplated  by the  Purchase  Agreement  or  any  of  the  other
Documents):  (i) any  extraordinary  corporate  transaction,  such as a  merger,
consolidation or other business combination  involving the Company or any of its
Subsidiaries;  (ii) a sale, lease or transfer of substantially all of the assets
of   the   Company   or  any  of   its   Subsidiaries,   or  a   reorganization,
recapitalization,  dissolution  or  liquidation  of  the  Company  or any of its
Subsidiaries;  (iii) (A) any change in the persons who  constitute  the board of
directors  of the  Company  inconsistent  with the  composition  of the board of
directors  as  contemplated  by the  Documents;  (B) any  change in the  present
capitalization  of the Company or any  amendment  of the  Amended  and  Restated
Certificate of Incorporation  or the Amended and Restated Bylaws;  (C) any other
material  change in the Company's  corporate  structure or business;  or (D) any
other action or agreement that, directly or indirectly,  is inconsistent with or
that could reasonably be expected,  directly or indirectly, to impede, interfere
with,   delay,   postpone  or  materially   adversely  affect  the  transactions
contemplated  by the Purchase  Agreement  and the other  Documents.  None of the
Stockholders  shall enter into,  or permit any of its  controlled  Affiliates to
enter  into,  any  agreement  or  understanding  with  any  person  prior to the
Termination Date,  directly or indirectly,  to vote, grant any proxy or power of
attorney, give instructions or enter into a voting agreement with respect to the
voting of his or its  Securities in any manner  inconsistent  with the preceding
sentence.

     Section 2.2 Proxies and Voting Agreements.

     (a) Each Stockholder has revoked,  and caused its controlled  Affiliates to
revoke,  any  and  all  previous  proxies  granted  with  respect  to his or its
Securities with respect to the matters set forth in Section 2.1.

     (b) Prior to the Termination Date, each of the Stockholders  shall not, and
shall cause each of its controlled  Affiliates  not to,  directly or indirectly,
except as  contemplated  hereby,  grant any proxies or powers of  attorney  with
respect to their Securities, deposit any of their Securities into a voting trust
or enter into a voting  agreement  with respect to any of their  Securities,  in
each case with respect to the matters set forth in Section 2.1.

     Section 2.3  Irrevocable  Proxy.  Concurrently  with the  execution of this
Agreement,  each  Stockholder  shall  deliver,  and  shall  cause  each  of  its
Affiliates to deliver,  to Ton van Tielraden a proxy in the form attached hereto
as Exhibit A, which,  prior to the Termination Date, shall be irrevocable to the
extent  provided  by  the  Delaware  General   Corporation  Law,  covering  such
Stockholder's or Affiliate's  Securities.  Each  Stockholder  shall take further
action or execute  such other  instruments  as may be  reasonably  necessary  to
effectuate the intent of this proxy.


                                   ARTICLE III

                         REPRESENTATIONS, WARRANTIES AND
                    ADDITIONAL COVENANTS OF THE STOCKHOLDERS

     Each Stockholder  represents,  warrants and covenants to the Company, as to
itself that:

     Section 3.1 Ownership.  Each Stockholder is the record and beneficial owner
of the equity securities of the Company listed beside such Stockholder's name on
Schedule I attached  hereto as of the date  hereof.  The equity  securities  set
forth beside the name of each  Stockholder  on Schedule I constitute  all of the
shares of capital stock of the Company owned of record or  beneficially  by such
Stockholder  as of the  date  hereof.  All of such  securities  are  issued  and
outstanding,  and  except as set  forth on  Schedule  I  attached  hereto,  such
Stockholder  does not own, of record or beneficially,  any warrants,  options or
other  rights  to  acquire  any  shares of  capital  stock of the  Company.  The
securities  listed  beside each such  Stockholder's  name on Schedule I attached
hereto and the  certificates  representing  such  securities are now, and at all
times during the term hereof will be, held by such Stockholder,  or by a nominee
or custodian for the benefit of such  Stockholder,  free and clear of all Liens,
proxies,  voting trusts or other  agreement,  arrangement  or  restriction  with
respect to the voting of such  securities  that would prohibit such  Stockholder
from  complying with Section 2.1 hereof with respect to such  securities  (other
than as  contemplated  by this Agreement and other than securities held by Nevis
for the  account  of any  client in the event that such  client  terminates  its
arrangement with Nevis with respect to such securities).

     Section 3.2 Authority; No Conflicts. Each Stockholder has the authority and
has been  duly  authorized  by all  necessary  action  (including  consultation,
approval or other action by or with any other person),  to execute,  deliver and
perform this Agreement and consummate the transactions contemplated hereby. Such
actions by such  Stockholder  require no action by, or in respect  of, or filing
with, any Governmental Authority with respect to such Stockholder other than any
required filings under Section 13 of the Exchange Act. None of the execution and
delivery  of  this  Agreement  by such  Stockholder,  the  consummation  by such
Stockholder  of the  transactions  contemplated  hereby  or  compliance  by such
Stockholder with any of the provisions  hereof shall (A) conflict with or result
in any breach of or constitute (with or without notice or lapse of time or both)
a default (or give rise to any third party right of  termination,  cancellation,
material  modification or  acceleration)  under any of the terms,  conditions or
provisions  of  any  note,  bond,  mortgage,   indenture,   license,   contract,
commitment,  arrangement,   understanding,  agreement  or  other  instrument  or
obligation  of any kind to which  such  Stockholder  is a party or by which such
Stockholder or any of such  Stockholder's  properties or assets may be bound, or
(B) violate any order, writ, injunction,  decree, judgment, order, statute, rule
or  regulation  applicable  to such  Stockholder  or any of  such  Stockholder's
properties or assets.

     Section 3.3 Binding  Effect.  This  Agreement  has been duly  executed  and
delivered  by such  Stockholder  and is the valid and binding  agreement of such
Stockholder,  enforceable against such Stockholder in accordance with its terms,
except as enforcement  may be limited by bankruptcy,  insolvency,  moratorium or
other  similar laws  relating to  creditors'  rights  generally and by equitable
principles  to which the remedies of specific  performance  and  injunctive  and
similar forms of relief are subject.

     Section 3.4 No Finder's Fees. Except as disclosed  pursuant to the Purchase
Agreement,  no broker,  investment banker,  financial advisor or other person is
entitled to any broker's,  finder's, financial advisor's or other similar fee or
commission in connection with the  transactions  contemplated  hereby based upon
arrangements made by or on behalf of such Stockholder.

     Section 3.5 Commercially Reasonable Efforts. Prior to the Termination Date,
each  Stockholder,  in its capacity as a stockholder  of the Company,  shall use
commercially  reasonable  efforts to assist and  cooperate  with the  Company in
doing,  all  things  necessary,  proper  or  advisable  to  consummate  and make
effective,  in  the  most  expeditious  manner  practicable,   the  transactions
contemplated by the Documents (other than the Services Agreement), including (i)
the  obtaining of all necessary  actions or  nonactions,  waivers,  consents and
approvals  from  Governmental  Authorities  and  the  making  of  all  necessary
registrations and filings (including any necessary filings under the HSR Act, if
any) and the taking of all  reasonable  steps as may be  necessary  to obtain an
approval  or  waiver  from,  or  to  avoid  an  action  or  proceeding  by,  any
Governmental Authority, (ii) the obtaining of all necessary consents,  approvals
or waivers  from third  parties,  (iii) the  defending  of any lawsuits or other
legal proceedings,  whether judicial or  administrative,  challenging any of the
Documents (other than the Services  Agreement) or the consummation of any of the
transactions  contemplated  by any of the  Documents  (other  than the  Services
Agreement),  including  seeking to have any stay or temporary  restraining order
entered by any court or other  Governmental  Authority vacated or reversed,  and
(iv) the  execution  and  delivery of any  additional  instruments  necessary to
consummate the transactions contemplated by, and to fully carry out the purposes
of, the Documents (other than the Services Agreement).

     Section 3.6 No  Solicitation;  Restrictions on Transfers.  (a) Prior to the
Termination  Date,  such  Stockholder,  in its capacity as a stockholder  of the
Company,  shall not, and shall not permit any of its  controlled  Affiliates  or
representatives to, directly or indirectly,  (i) initiate,  solicit or entertain
offers  from,  negotiate  with or in any manner  knowingly  encourage,  discuss,
accept,  or  consider  any  proposal  of any other  person  relating  to (w) the
acquisition of the capital stock of the Company,  or any Subsidiary,  securities
convertible  into or exchangeable  for shares of capital stock of the Company or
any  Subsidiary,  (x) the  acquisition of the Company's  assets or business,  in
whole or in part,  whether  directly or indirectly,  through  purchase,  merger,
consolidation, business combination, recapitalization,  liquidation, dissolution
or  otherwise,  (y)  the  incurrence  of  indebtedness  by  the  Company  or any
Subsidiary,  or (z) any  other  transaction  the  consummation  of  which  could
reasonably be expected to impede,  interfere with, prevent,  delay or dilute the
benefits to the  Purchaser of the  transactions  contemplated  by the  Documents
(other than the transactions  contemplated by the Purchase Agreement or sales of
inventory in the ordinary  course) (any of the foregoing  being an  "Alternative
Transaction"),  (ii)  initiate,  participate,  engage in, or agree to  initiate,
participate or engage in negotiations or discussions  concerning,  or provide to
any person or entity any  information  or data  relating  to the  Company or any
Subsidiary,  or otherwise  cooperate with or assist or participate in, knowingly
facilitating  or  encouraging,  any inquiries or the making of any proposal that
constitutes an Alternative Transaction, (iii) in connection with any Alternative
Transaction, require the Company to abandon, terminate or fail to consummate the
transactions  contemplated  by the  Documents,  (iv) grant any waiver or release
under or amend any standstill, confidentiality or similar agreement entered into
by the  Company  or any of its  Affiliates  or  representatives;  (v)  agree to,
approve or recommend any Alternative Transaction,  or (vi) take any other action
inconsistent  with the obligations and commitments  assumed by such  Stockholder
and its  controlled  Affiliates  pursuant to this  Agreement.  Such  Stockholder
shall, and shall cause his controlled Affiliates to, immediately cease and cause
to be terminated any existing  activities,  discussions or negotiations with any
parties conducted heretofore with respect to any of the foregoing.

     (b) Prior to the Termination Date, such Stockholder  shall, and shall cause
its  Affiliates to promptly (but in any event within  twenty-four  (24) hours of
receipt or occurrence  thereof)  advise the Company orally and in writing of any
request for information  directed to such Stockholder with respect to, or of any
inquiry or  proposal  regarding  any  Alternative  Transaction  directed to such
Stockholder, the material terms and conditions of such proposal and the identity
of the person  making such  proposal  and  provide to the Company  copies of any
written  documentation  material to  understanding  or evaluating  such request,
Alternative Transaction or inquiry which is received by the Company (or from the
person or from any  representatives  of such  person)  making  such  Alternative
Transaction,  inquiry or proposal. Each Stockholder and its Affiliates will keep
the Company fully informed of any such proposal.

     (c) Such Stockholder shall not (i) directly or indirectly,  offer for sale,
sell, transfer,  tender,  pledge,  encumber,  assign or otherwise dispose of, or
enter into any  contract,  option or other  arrangement  or  understanding  with
respect  to or  consent  to  the  offer  for  sale,  transfer,  tender,  pledge,
encumbrance,  assignment or other  disposition  of, any or all of the securities
listed beside its name on Schedule I attached hereto or any interest  therein or
any  shares of Common  Stock  issuable  upon the  exercise  of stock  options or
warrants  (other  than in the  event  that any  client of Nevis  terminates  its
arrangements with Nevis);  (ii) except as contemplated by this Agreement,  grant
any proxies or powers of  attorney,  deposit any such  securities  into a voting
trust or enter into a voting agreement with respect to any such  securities;  or
(iii) take any action  that would make any  representation  or  warranty of such
Stockholder  contained  herein  untrue  or  incorrect  or  have  the  effect  of
preventing or disabling such  Stockholder  from  performing  such  Stockholder's
obligations  under this Agreement.  Nevis shall not terminate any client account
that holds equity securities of the Company.


                                   ARTICLE IV

                                  MISCELLANEOUS

     Section 4.1 Expenses.  All costs and expenses  incurred in connection  with
this Agreement shall be paid by the party incurring such cost or expense.

     Section  4.2  Specific  Performance.   Each  Stockholder  agrees  that  the
Purchaser would be irreparably  damaged if for any reason such Stockholder fails
to perform any of such Stockholder's  obligations under this Agreement, and that
the Purchaser would not have an adequate remedy at law for money damages in such
event. Accordingly, the Purchaser shall be entitled to seek specific performance
and injunctive  and other  equitable  relief to enforce the  performance of this
Agreement by each Stockholder.  This provision is without prejudice to any other
rights that the Purchaser may have against such  Stockholder  for any failure to
perform its obligations under this Agreement.

     Section 4.3 Amendments; Termination. Neither this Agreement, nor any of the
terms or provisions contained herein, may be waived, modified or amended without
the prior written consent of the Purchaser, which consent may be withheld in the
sole and absolute  discretion of any Purchaser.  No amendment,  modification  or
termination  of this  Agreement  shall be binding  upon any other  party  unless
executed in writing by the parties hereto  intending to be bound  thereby.  This
Agreement shall  terminate,  except with respect to liability for prior breaches
thereof,  upon the earlier to occur of (i) May 1, 2000 if the Purchase Agreement
has not yet been  entered  into,  (ii)  immediately  following  the  Stockholder
Meeting (as defined in the Purchase Agreement),  and (iii) the expiration of the
seven-month  period  commencing  on the date hereof (the date of the earliest of
such events being the "Termination Date").

     Section 4.4 Successors and Assigns.  This Agreement and the rights,  duties
and  obligations  hereunder may not be assigned or delegated by any  Stockholder
without the prior written  consent of the  Purchaser.  Except as provided in the
preceding  sentence,   any  assignment  or  delegation  of  rights,   duties  or
obligations  hereunder  made without the prior written  consent of the Purchaser
shall be void and of no effect.  This Agreement and the provisions  hereof shall
be binding  upon and shall inure to the benefit of each of the parties and their
respective successors and permitted assigns.

     Section 4.5 Certain Events. Each Stockholder agrees that this Agreement and
the obligations hereunder shall attach to the Securities of such Stockholder and
shall be binding upon any person to which legal or beneficial  ownership of such
shares shall pass, whether by operation of law or otherwise.

     Section 4.6 Notices. All notices, demands, requests, consents, approvals or
other communications (collectively, "Notices") required or permitted to be given
hereunder or which are given with respect to this Agreement  shall be in writing
and shall be personally  served,  delivered by a reputable  air courier  service
with tracking capability,  with charges prepaid, or transmitted by hand delivery
or  facsimile,  addressed as set forth below,  or to such other  address as such
party shall have  specified  most  recently by written  notice.  Notice shall be
deemed  given on the date of service or  transmission  if  personally  served or
transmitted  by facsimile.  Notice  otherwise  sent as provided  herein shall be
deemed  given on the next  business day  following  delivery of such notice to a
reputable  air  courier  service  (a)  if to  any  Stockholder,  to  it  at  the
address(es) or facsimile  number(s) set forth on Schedule II hereto, with a copy
to the Company at 9933 Woods Drive, Skokie,  Illinois 60077,  Attention:  Andrew
Parkinson,  and  (b)  if  to  the  Purchaser,  to it at  the  following  contact
information:

     with a copy (which shall not constitute notice) to:

     Koninklijke Ahold NV
     Albert Heijnweg 1
     1507 EH Zaandam, The Netherlands
     Attention:  Ton van Tielraden, Esq.
     Facsimile: (31-75) 659-8366


     with a copy (which shall not constitute notice) to:

     White & Case LLP
     1155 Avenue of the Americas
     New York, New York 10036
     Attn.: Maureen S. Brundage, Esq. / John M. Reiss, Esq.
     Facsimile: (212) 354-8113

     Section 4.7 Governing Law. This Agreement and the rights and obligations of
the parties  hereunder  shall be governed by, and construed in accordance  with,
the laws of the  State  of New  York,  and  each  party  hereto  submits  to the
non-exclusive  jurisdiction of the state and federal courts within the County of
New York in the State of New York.  Any legal action or proceeding  with respect
to this  Agreement  may be  brought in the courts of the State of New York or of
the United  States of America  for the  Southern  District  of New York and,  by
execution and delivery of this  Agreement,  each party hereto hereby accepts for
itself  and in respect  of its  property,  generally  and  unconditionally,  the
jurisdiction  of the aforesaid  courts.  Each party hereto  further  irrevocably
consents to the service of process  out of any of the  aforementioned  courts in
any action or  proceeding  by the  mailing of copies  thereof by  registered  or
certified  mail,  postage  prepaid,  to such party at its  address  set forth in
Section 4.6,  such service to become  effective  seven days after such  mailing.
Nothing  herein shall affect the right of the  Purchaser to serve process in any
of the matters  permitted by law or to commence  legal  proceedings or otherwise
proceed against any of the  Stockholders in any other  jurisdiction.  Each party
hereto hereby  irrevocably  waives any  objection  which it may now or hereafter
have to the  laying  of venue of any of the  aforesaid  actions  or  proceedings
arising out of or in connection with this Agreement

     Section 4.8 Entire  Agreement.  This  Agreement  (including  all agreements
entered into pursuant  hereto and all  certificates  and  instruments  delivered
pursuant  hereto and thereto)  constitutes  the entire  agreement of the parties
with  respect  to the  subject  matter  hereof  and  supersedes  all  prior  and
contemporaneous agreements,  representations,  understandings,  negotiations and
discussions  between the parties,  whether oral or written,  with respect to the
subject matter hereof.

     Section 4.9 Waivers and  Extensions.  Subject to Section  4.3, any party to
this  Agreement may waive any right,  breach or default which such party has the
right to waive,  provided  that such  waiver will not be  effective  against the
waiving  party  unless  it is in  writing,  is  signed  by  such  party  and the
Purchaser,  and  specifically  refers to this Agreement.  Waivers may be made in
advance or after the right waived has arisen or the breach or default waived has
occurred.  Any  waiver  may be  conditional.  No  waiver  of any  breach  of any
agreement  or  provision  herein  contained  shall be  deemed  a  waiver  of any
preceding or succeeding  breach thereof nor of any other  agreement or provision
herein  contained.  No  waiver  or  extension  of time  for  performance  of any
obligations  or acts  shall  be  deemed a waiver  or  extension  of the time for
performance of any other obligations or acts.

     Section 4.10 Titles and  Headings.  Titles and headings of sections of this
Agreement are for convenience  only and shall not affect the construction of any
provision of this Agreement.

     Section 4.11  Exhibits  and  Schedules.  Each of the annexes,  exhibits and
schedules  referred to herein and  attached  hereto is an integral  part of this
Agreement and is incorporated herein by reference.

     Section  4.12  Attorneys'  Fees.  If any  action  at law  or in  equity  is
necessary to enforce or interpret the terms of this  Agreement,  the  prevailing
party shall be entitled  to  reasonable  attorneys'  fees,  costs and  necessary
disbursements,  in  addition  to any  other  relief to which  such  party may be
entitled.

     Section 4.13  Severability.  This Agreement shall be deemed severable,  and
the  invalidity or  unenforceability  of any term or provision  hereof shall not
affect the validity or  enforceability of this Agreement or of any other term or
provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision,  the parties  hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or  unenforceable
provision as may be possible and be valid and enforceable.

     Section 4.14  Counterparts;  Facsimile.  This  Agreement may be executed in
multiple  counterparts,  each of which shall be deemed an  original,  and all of
which  taken  together  shall  constitute  one and  the  same  instrument.  This
Agreement  may be  delivered  by a party  via  facsimile;  provided,  that,  the
originally  executed signature pages and original documents are delivered to the
appropriate parties within two (2) business days.

     Section 4.15 Further Assurances. Each party hereto, upon the request of any
other party hereto, shall do all such further acts and execute,  acknowledge and
deliver all such  further  instruments  and  documents  as may be  necessary  or
desirable to carry out the transactions contemplated by this Agreement.

     Section 4.16 Remedies  Cumulative.  The remedies  provided  herein shall be
cumulative  and shall not preclude the assertion by any party hereto,  including
any  Purchaser,  of any other rights or the seeking of any remedies  against any
other party hereto.



<PAGE>


     IN WITNESS  WHEREOF,  the  Company  and the  Stockholders  have caused this
Agreement to be duly executed as of the day and year first above written.


                                                          KONINKLIJKE AHOLD N.V.


                                                          By:___________________
                                                             Name:
                                                             Title:


TRIBUNE NATIONAL
    MARKETING COMPANY


By_______________________
  Name:
  Title:


NEVIS CAPITAL MANAGEMENT, INC.


By_______________________
  Name:
  Title: