EX-10.9












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                          REGISTRATION RIGHTS AGREEMENT


                                      among


                                  PEAPOD, INC.,

                                       and

                             KONINKLIJKE AHOLD N.V.








                               -----------------

                                   Dated as of

                                 April 14, 2000

                               -----------------


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                                TABLE OF CONTENTS


                                                                            Page


ARTICLE I        DEFINITIONS..................................................1
   Section 1.1.  Definitions..................................................1

ARTICLE II       REGISTRATION RIGHTS..........................................4
   Section 2.1.  Shelf Registration...........................................4
   Section 2.2.  Demand Registration..........................................4
   Section 2.3.  Piggy-Back Registration......................................5
   Section 2.4.  Reduction of Offering........................................6

ARTICLE III      REGISTRATION PROCEDURES......................................8
   Section 3.1.  Filings; Information.........................................8
   Section 3.2.  Registration Expenses.......................................13

ARTICLE IV       INDEMNIFICATION AND CONTRIBUTION............................13
   Section 4.1.  Indemnification by the Company..............................13
   Section 4.2.  Indemnification by Holders of Registrable Securities........14
   Section 4.3.  Conduct of Indemnification Proceedings......................15
   Section 4.4.  Contribution................................................16

ARTICLE V        MISCELLANEOUS...............................................17
   Section 5.1.  Participation in Underwritten Registrations.................17
   Section 5.2.  Distribution................................................17
   Section 5.3.  SEC Reporting...............................................17
   Section 5.4.  Restrictions on Sale........................................18
   Section 5.5.  Notices.....................................................18
   Section 5.6.  Governing Law...............................................19
   Section 5.7.  Entire Agreement............................................20
   Section 5.8.  Modifications and Amendments................................20
   Section 5.9.  Waivers and Extensions......................................20
   Section 5.10. Titles and Headings.........................................20
   Section 5.11. Assignment..................................................20
   Section 5.12. Severability................................................21
   Section 5.13. Counterparts................................................21
   Section 5.14. Further Assurances..........................................21
   Section 5.15. Remedies Cumulative; Specific Performance...................21
   Section 5.16. Other Registration Rights...................................21

<PAGE>




                          REGISTRATION RIGHTS AGREEMENT


                  THIS REGISTRATION  RIGHTS AGREEMENT (this "Agreement") is made
as of April 14, 2000, by and among  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").

     NOW, THEREFORE, the parties hereto hereby agree as follows.


                                    ARTICLE I

                                   DEFINITIONS

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

     "Additional Piggy-Back Holder" shall mean McLane Group, L.P.

     "Affiliate"  shall  mean,  with  respect to any  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,  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,  for purposes of
this Agreement,  the Purchaser and its Affiliates shall not be deemed Affiliates
of the Company.

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

     "Commission"   shall  mean  the  United  States   Securities  and  Exchange
Commission.

     "Common  Stock" shall mean the common stock,  par value $.01 per share,  of
the Company.

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

     "Demanding Holder" shall have the meaning set forth in Section 2.2.

     "Demand Notice" shall have the meaning set forth in Section 2.2.

     "Demand Registration" shall have the meaning set forth in Section 2.2.

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

     "Final Closing" shall have the meaning set forth in the Purchase Agreement.

     "Holder"  shall  mean  (i)  the  Purchaser,  as  the  beneficial  owner  of
Registrable  Securities  and (ii) any other  person  (a) that is the  beneficial
owner of Registrable  Securities,  and (b) to whom the  registration  rights set
forth herein have been assigned in accordance with Section 5.11; provided,  that
a person shall be deemed the beneficial owner of Registrable  Securities if that
person has the right to acquire such Registrable Securities, whether or not such
acquisition has been effected and disregarding any legal  restrictions  upon the
exercise of such right.

     "Initiating Holders" shall have the meaning set forth in Section 2.2.

     "Minimum  Effective  Period"  shall  mean  (i) in  the  case  of the  Shelf
Registration,  as long as Holders hold any of the  Registrable  Securities,  and
(ii) in the case of a Demand  Registration,  a period  of at least  one  hundred
eighty (180) days beyond the  effective  date thereof (or, in either case,  such
shorter period as is required to complete the  distribution  of the  Registrable
Securities included in such registration statement).

     "NASD" shall have the meaning set forth in Section 3.1.

     "Notices" shall have the meaning set forth in Section 5.5.

     "Outside  Date" shall mean the date that is one  hundred  and twenty  (120)
days after the date hereof or, if the Purchaser  exercises any Warrants and as a
direct  result of such  exercise,  the  Stockholders  Meeting (as defined in the
Purchase  Agreement)  is delayed,  one  hundred  and twenty  (120) days plus the
number of days of such delay after the date hereof.

     "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.

     "Piggy-Back Registration" shall have the meaning set forth in Section 2.3.

     "Piggy-Back Holders" shall have the meaning set forth in Section 2.3.

     "Preemptive  Rights" shall mean the rights of holders of Series B Preferred
Stock to  purchase  securities  pursuant  to  Section  9 of the  Certificate  of
Designations relating to the Series B Preferred Stock.

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

     "Purchase  Agreement" shall mean the purchase agreement,  dated as of April
14, 2000, by and between the Company and the Purchaser.

     "Registrable  Securities" shall mean (i) shares of Series B Preferred Stock
and  Warrants  issued and sold by the Company to the  Purchaser  pursuant to the
Purchase  Agreement,  (ii) any securities  acquired by the Purchaser pursuant to
the exercise of its Preemptive Rights, (iii) shares of Common Stock or any other
security  received or receivable  upon conversion or exercise of any Registrable
Securities,  (iv) any  security  received or  receivable  as a dividend or other
distribution  with  respect  to any  Registrable  Securities,  (v) any  security
received in exchange for or in replacement of any Registrable  Securities,  (vi)
any security issued or issuable with respect to any Registrable  Securities as a
result of a change or reclassification of Registrable  Securities or any capital
reorganization of the Company,  and (vii) any security received or receivable by
a holder  in  respect  of  Registrable  Securities  as a result  of a merger  or
consolidation of the Company;  provided,  however, that "Registrable Securities"
shall  not  include  (a)  any  securities  sold  to  the  public  pursuant  to a
registration  statement or Rule 144 under the Securities Act or any similar rule
promulgated  by the  Commission  thereunder,  or (b)  any  securities  sold in a
private  transaction in which the transferor's rights hereunder are not assigned
in accordance with the requirements of Section 5.11; provided further,  that the
Company shall have no obligation to register those Registrable Securities of the
Holder with  respect to which the  Company  delivers to the Holder an opinion of
counsel  reasonably  satisfactory  to such  Holder and its counsel to the effect
that the proposed sale or disposition of such  Registrable  Securities for which
registration  was requested does not require  registration  under the Securities
Act and may be sold  pursuant to Rule 144(k)  under the  Securities  Act (or any
successor provision thereto).

     "register,"  "registered" and "registration"  shall refer to a registration
of  securities  effected by  preparing  and filing a  registration  statement in
compliance with the Securities Act and the  effectiveness  of such  registration
statement.

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

     "Selling  Holder" means a Holder who sells or proposes to sell  Registrable
Securities  pursuant  to  any  registration   statement  provided  for  in  this
Agreement.

     "Series B Preferred  Stock" shall mean the Series B  Convertible  Preferred
Stock, par value $.01 per share, of the Company.

     "Shares" shall mean, collectively, the Common Stock, the Series B Preferred
Stock and the Warrants. Whenever this Agreement refers to a number or percentage
of Shares,  such number or percentage  shall be  calculated  as if,  immediately
prior to such  calculation,  all  shares  of Series B  Preferred  Stock had been
converted  into, and all Warrants had been exercised for, shares of Common Stock
in accordance with their terms,  regardless of the existence of any restrictions
on such conversion or exercise.

     "Shelf Registration" shall have the meaning set forth in Section 2.1.

     "Warrants" shall mean the warrants to purchase Common Stock issued pursuant
to the Purchase Agreement.


                                   ARTICLE II

                               REGISTRATION RIGHTS

     Section 2.1. Shelf Registration. Within forty-five (45) days of delivery of
a written notice by Holders of more than 50% of the Registrable Securities which
notice may be  delivered at any time after the earlier to occur of (a) the Final
Closing or (b) the  termination  of the Purchase  Agreement,  the Company  shall
prepare and file a shelf  registration  statement (the "Shelf  Registration") on
Form S-3,  or such other form as the  Company may at the time be eligible to use
for the  registration  of securities  under the Securities Act providing for the
sale by the Holders of all of their Registrable Securities then outstanding, and
all Registrable  Securities issuable thereafter.  The Company may include in the
Shelf  Registration  shares of Common Stock sold for the account of the Company,
but no other person.


     Section 2.2. Demand Registration.

     (a)  Request  for  Registration.  At any time,  and from time to time,  the
Holders  of more  than  fifty  percent  (50%) of any  type,  class or  series of
Registrable  Securities then outstanding shall have the right, by written notice
(a "Demand Notice") delivered to the Company, to require the Company to register
("Demand  Registration")  Registrable  Securities  having an aggregate  offering
price to the public in excess of  $5,000,000;  provided,  however,  that (i) (x)
until the earlier to occur of the Outside  Date or the date of the  consummation
of the Final Closing,  the Holders of Registrable  Securities shall not have any
right to  demand a Demand  Registration,  (y) in the  period  commencing  on the
Outside Date and ending on the date of the consummation of the Final Closing, if
the Final Closing occurs,  the Holders of Registrable  Securities shall have the
right to demand  four (4)  Demand  Registrations,  and (z) at any time after the
consummation of the Final Closing,  the Holders of Registrable  Securities shall
have the right to demand an unlimited number of Demand  Registrations,  and (ii)
the Company shall not be required to effect a Demand  Registration if within six
(6)  months  prior to the  date of such  Demand  Notice  a  Demand  Registration
pursuant to this Section 2.2(a) shall have been declared or ordered effective by
the  Commission.  The  Holders  who  deliver a Demand  Notice  (the  "Initiating
Holders")  shall  specify  in the Demand  Notice  the number and type,  class or
series of Registrable  Securities to be registered  and the intended  methods of
disposition thereof.


     The Company shall give written  notice of any Demand Notice within ten (10)
days  after the  receipt  thereof,  to each  Holder  other  than the  Initiating
Holders.  Within twenty (20) days after receipt of such notice,  any such Holder
may  request in writing  that its  Registrable  Securities  be  included in such
registration,  and the  Company  shall  include in the Demand  Registration  the
Registrable  Securities  of all  such  Holders  who  request  to be so  included
(together with the Initiating Holders, the "Demanding Holders"),  subject to the
provisions  of  Section  2.4.  Each such  request  shall  specify  the number of
Registrable   Securities  proposed  to  be  sold  and  the  intended  method  of
disposition thereof.

     (b)  Effective  Registration.  A  registration  will be deemed to have been
effected  as a Demand  Registration  if it has been  declared  effective  by the
Commission  and the  Company  has  complied in all  material  respects  with its
obligations  under this Agreement with respect  thereto;  provided that a Demand
Registration  will not be deemed to have been  effected,  and the Company  shall
continue to be obligated to effect an  additional  Demand  Registration,  if (i)
after such  registration  has become  effective,  the  offering  of  Registrable
Securities  pursuant to such  registration is or becomes the subject of any stop
order,  injunction or other order or  requirement of the Commission or any other
governmental  or  administrative  agency (for any reason  other than the acts or
omissions of the Demanding Holders), (ii) any court prevents or otherwise limits
the sale of Registrable Securities pursuant to such registration (for any reason
other  than  the  acts  or  omissions  of the  Demanding  Holders),  (iii)  such
registration does not remain effective for the Minimum Effective Period, (iv) an
event  specified  in clause  (v),  (vi) or (vii) of Section  3.1(d)  occurs that
results in a delay of an  underwritten  offering and, as a direct result of such
delay,  the managing  underwriter(s)  determine that the Registrable  Securities
cannot be sold at the originally  anticipated  offering  price,  or (v) after an
event  specified  in clause  (vi) of  Section  3.1(d)  occurs,  Selling  Holders
determine  to  withdraw  a majority  of the  Registrable  Securities  previously
included in such registration.

     (c) Withdrawal. The Demanding Holders may withdraw all or any part of their
Registrable Securities from a Demand Registration at any time (whether before or
after the filing or effective date of such Demand Registration) and, if all such
Registrable  Securities are withdrawn,  may withdraw the demand related thereto.
If a  registration  statement is filed  pursuant to a Demand  Registration,  and
subsequently a sufficient  number of  Registrable  Securities are withdrawn from
the Demand  Registration so that such  registration  statement does not cover at
least the  required  amount  specified  by Section  2.2(a),  the Company may (or
shall,  if  requested  by  the  Demanding  Holders)  withdraw  the  registration
statement  and  if  such  registration  statement  is  withdrawn  prior  to  the
consummation  of the  Final  Closing,  it will  count as a Demand  Registration;
provided that if the Demanding  Holders bear the expenses  associated  with such
withdrawn registration statement,  such registration statement will not count as
a Demand  Registration  and the Company shall continue to be obligated to effect
an additional  Demand  Registration.  If the Demanding Holders determine to bear
such expenses,  such expenses shall be borne ratably by the Demanding  Holder(s)
whose  withdrawal  of  Registrable  Securities  resulted  in  such  registration
statement not covering the specified required amounts.

     (d)  Selection  of  Underwriter.  If the  Demanding  Holders so elect,  the
offering of Registrable Securities pursuant to a Demand Registration shall be in
the form of an  underwritten  offering.  The majority of the  Demanding  Holders
shall select one or more nationally  recognized  firms of investment  bankers to
act as the book-running  managing underwriter or underwriters in connection with
such offering and shall select any additional investment bankers and managers to
be used in connection with the offering;  provided that such investment  bankers
and managers must be reasonably satisfactory to the Company.

     Section 2.3.  Piggy-Back  Registration.  If the Company  proposes to file a
registration  statement (a "Piggy-Back  Registration")  under the Securities Act
with  respect to an offering or other sale of equity  securities  by the Company
for its own account or for the account of any holders of any class of its equity
securities (other than (i) a Demand Registration,  (ii) a registration statement
on  Form  S-4 or S-8  (or  any  substitute  form  that  may  be  adopted  by the
Commission),  or (iii) a  registration  statement  filed in  connection  with an
exchange  offer or  offering  of  securities  solely to the  Company's  existing
securityholders),  then the Company  shall give written  notice of such proposed
filing to the Holders as soon as practicable,  in any event at least thirty (30)
days before the anticipated filing date, and such notice shall offer each Holder
the  opportunity  to include in such  registration  such  number of  Registrable
Securities  as  such  Holder  may  request  (which  request  shall  specify  the
Registrable  Securities  intended  to be  disposed  of by  such  Holder  and the
intended  method of distribution  thereof).  Such Holders shall have twenty (20)
days after  receipt of such notice from the  Company to make such  request.  All
Holders  requesting  inclusion in the  Piggy-Back  Registration  are referred to
herein as "Piggy-Back Holders".

     Any Holder  shall have the right to withdraw  its request for  inclusion of
its  Registrable  Securities in any  Piggy-Back  Registration  by giving written
notice to the Company of its request to withdraw  prior to the date on which the
registration statement becomes effective.  The Company may withdraw a Piggy-Back
Registration at any time prior to the time it becomes  effective,  provided that
the  Company  shall   reimburse  the  Piggy-Back   Holders  for  all  reasonable
out-of-pocket  expenses  (including counsel fees and expenses) incurred prior to
such withdrawal.

     No Piggy-Back  Registration  shall relieve the Company of its obligation to
effect any Demand Registration or a Shelf Registration, and no failure to effect
a Piggy-Back  Registration  or complete  the sale of  securities  in  connection
therewith shall relieve the Company of any other obligation under this Agreement
(including, without limitation, the Company's obligations under Sections 3.2 and
4.1).

     Section 2.4. Reduction of Offering.

     (a) Demand  Registration.  The Company may include in a Demand Registration
Registrable  Securities  for the account of the Demanding  Holders and shares of
Common  Stock for the  account of the Company or other  stockholders  exercising
contractual  piggy-back  registration rights or other stockholders,  on the same
terms and conditions as the Registrable  Securities are included therein for the
account of the Demanding Holders;  provided,  however,  that (i) if the managing
underwriter(s)  of any underwritten  offering that is the subject of such Demand
Registration  have  informed  the Company in writing  that in their  opinion the
total number of securities that the Demanding Holders, the Company and any other
stockholders  intend to include in such offering exceeds the number which can be
sold in such  offering  within a price  range  acceptable  to the  Holders  of a
majority of the Registrable  Securities  requested to be included therein,  then
(x) the number of Shares to be offered for the account of any stockholders other
than the Demanding  Holders shall be reduced (to zero, if necessary) pro rata in
proportion to the respective number of Shares requested to be registered by such
stockholders,  and (y)  thereafter,  if  necessary,  the  number of Shares to be
offered for the account of the Company shall be reduced (to zero, if necessary),
to the extent  necessary  to reduce the total  number of Shares  requested to be
included in such offering to the number of Shares,  if any,  recommended by such
managing  underwriter(s)  (and if the  number of Shares  to be  offered  for the
account of stockholders  other than the Demanding Holders and for the account of
the Company has been reduced to zero,  and the number of Shares  requested to be
included in such offering by the Demanding  Holders exceeds the number of Shares
recommended  by such  managing  underwriter(s),  then the number of Shares to be
offered for the account of the  Demanding  Holders  shall be reduced pro rata in
proportion to the respective  number of Shares requested to be registered by the
Demanding  Holders) and (ii) if the offering  that is the subject of such Demand
Registration is not  underwritten,  only Demanding  Holders,  and no other party
(including the Company), shall be permitted to include securities in such Demand
Registration  unless  the  Demanding  Holders  owning a  majority  of the Shares
included in such Demand Registration consent in writing to the inclusion of such
securities therein.

     (b) Piggy-Back Registration.

     (i)  Notwithstanding  anything to the  contrary  contained  herein,  if the
managing  underwriter(s)  of any underwritten  offering that is the subject of a
Piggy-Back  Registration  have  informed  the  Company in writing  that in their
opinion the total number of Shares that the Company,  the Piggy-Back Holders and
any other persons desiring to participate in such registration intend to include
in such offering  exceeds the number which can be sold in such offering  without
materially and adversely  affecting the marketability of the offering,  then (x)
the number of Shares to be offered for the account of all other  persons  (other
than the Company, the Piggy-Back Holders,  the Additional  Piggy-Back Holder and
any  securityholder(s)  for whom such  registration  constitutes  an exercise of
their demand registration  rights) that have requested to include Shares in such
registration  shall be reduced (to zero, if necessary) pro rata in proportion to
the respective  number of Shares  requested to be included,  (y) thereafter,  if
necessary, the number of Shares to be offered for the account of the Company (if
any) shall be reduced (to zero, if necessary), and (z) thereafter, if necessary,
the number of Shares to be offered  for the  account of  Piggy-Back  Holders and
Additional  Piggy-Back  Holder shall be reduced (to zero, if necessary) pro rata
in proportion to the respective  number of Shares  requested to be included,  to
the  extent  necessary  to reduce  the total  number of Shares  requested  to be
included in such  offering to the number of Shares,  if any,  that such managing
underwriter(s)   believe  can  be  included  without  materially  and  adversely
affecting  the success of the  offering;  provided  that,  if such  registration
contemplates  an  "over-allotment  option" on the part of  underwriters,  to the
extent such  over-allotment  option is exercised and Holders of the  Registrable
Securities were excluded from registering any of the Registrable Securities they
requested be included in such registration pursuant to the cutback provisions of
this Section 2.4(b),  then the over-allotment  option shall be fulfilled through
the registration and sale of such excluded Registrable Securities.

     (ii) If the managing  underwriter(s)  of any underwritten  offering that is
the subject of a  Piggy-Back  Registration  notify the Company  that the kind of
securities  that  the  Piggy-Back  Holders  intend  to  include  is  such  as to
materially  and  adversely  affect the  success of such  offering,  then (x) the
Company shall afford the Piggy-Back Holders the opportunity to exercise, convert
or exchange  such  securities  for or into Common  Stock  concurrently  with the
consummation  of such  offering  and include such shares of Common Stock in such
offering, in which case such shares of Common Stock shall be included subject to
clause (i) above, and (y) if one or more Piggy-Back  Holders do not so exercise,
convert or exchange  such  securities,  such  securities  to be included in such
offering by such Piggy-Back  Holders shall be reduced as described in clause (i)
above  or  if  such   reduction   would,   in  the   judgment  of  the  managing
underwriter(s),  be insufficient to  substantially  eliminate the adverse effect
that  inclusion of such  securities  requested to be included would have on such
offering, such securities will be excluded from such offering.


                                   ARTICLE III

                             REGISTRATION PROCEDURES

     Section  3.1.  Filings;  Information.  Whenever  the Company is required to
effect or cause the registration of Registrable  Securities  pursuant to Section
2.1 or Section 2.2, the Company will use its  reasonable  best efforts to effect
the registration of such Registrable  Securities in accordance with the intended
method of disposition thereof as quickly as practicable,  and in connection with
any such request:

          (a) The Company  will as  expeditiously  as possible  prepare and file
     with the  Commission  a  registration  statement  on any form for which the
     Company  then  qualifies  or  which  counsel  for the  Company  shall  deem
     appropriate  and  which  form  shall  be  available  for  the  sale  of the
     Registrable  Securities to be registered  thereunder in accordance with the
     intended  method  of  distribution  thereof,  and use its  reasonable  best
     efforts  to cause such filed  registration  statement  to become and remain
     effective for the Minimum Effective  Period;  provided,  however,  that the
     Company may postpone  the filing of a  registration  statement,  or suspend
     sales under an effective shelf registration statement,  for a period of not
     more than thirty (30) days if the Company  furnishes to each Selling Holder
     a certificate  signed by the Chairman of the Board stating that in the good
     faith  judgment  of the  Board of  Directors  of the  Company,  it would be
     seriously  detrimental to the Company and its  stockholders for the Company
     to file a  registration  statement,  or  permit  sales to be made  under an
     effective shelf registration  statement,  at such time because (i) it would
     interfere  with any proposed or pending  material  transaction  or (ii) the
     Company would be required to disclose material non-public  information that
     the Company has a bona fide business purpose for not disclosing;  provided,
     further,  that the  Company  shall only be entitled to postpone a filing or
     suspend sales once in any twelve-month period. If the Company postpones the
     filing of a  registration  statement,  or suspends sales under an effective
     shelf  registration  statement,  it shall  promptly  notify the  Holders in
     writing when the events or  circumstances  permitting such  postponement or
     suspension  have ended.  In the event of any  suspension of sales under any
     registration  statement  pursuant to this Section 3.1(a), the Company shall
     extend  the  period  during  which  such  registration  statement  shall be
     maintained effective by the number of days in such suspension period.

          (b) The Company  will  promptly  prepare and file with the  Commission
     such  amendments  and  supplements to such  registration  statement and the
     prospectus  used in  connection  therewith as may be necessary to keep such
     registration statement continuously effective (subject to paragraph (a) and
     the  penultimate  paragraph of this Section 3.1) for the Minimum  Effective
     Period and comply with the provisions of the Securities Act with respect to
     the disposition of all securities  covered by such  registration  statement
     during such period in accordance  with the intended  methods of disposition
     by each Selling Holder included in such registration statement.

          (c) The Company  will,  at least  fifteen  (15) days prior to filing a
     registration  statement  or  prospectus  or  any  amendment  or  supplement
     thereto,  furnish to each Selling Holder, counsel representing such Selling
     Holders,  and  each  underwriter,  if any,  of the  Registrable  Securities
     covered  by  such  registration   statement  copies  of  such  registration
     statement as proposed to be filed,  together with exhibits  thereto,  which
     documents  will be  subject  to review  and  comment  by the  foregoing  as
     promptly  as  practicable,  but in any event  within  ten (10)  days  after
     delivery,  and  thereafter  furnish to such  Selling  Holder,  counsel  and
     underwriter,  if any, for their review and comment such number of copies of
     such registration statement, each amendment and supplement thereto (in each
     case,  including  all  exhibits  thereto  and  documents   incorporated  by
     reference therein),  the prospectus included in such registration statement
     (including  each  preliminary  prospectus)  and  such  other  documents  or
     information as such Selling  Holder,  counsel or underwriter may reasonably
     request  in  order  to  facilitate  the   disposition  of  the  Registrable
     Securities owned by such Selling Holder.

          (d) After the filing of the registration  statement,  the Company will
     promptly  notify each Selling Holder of Registrable  Securities  covered by
     such registration statement, and confirm such notice in writing, (i) when a
     prospectus or any prospectus  supplement or post-  effective  amendment has
     been  filed and,  with  respect to a  registration  statement  or any post-
     effective  amendment,  when  the  same has  become  effective,  (ii) of any
     request  by the  Commission  or any  other  Federal  or state  governmental
     authority for  amendments or  supplements  to a  registration  statement or
     related prospectus or for additional information,  (iii) of the issuance by
     the Commission or any other Federal or state governmental  authority of any
     stop order suspending the effectiveness of a registration  statement or any
     order  preventing or suspending the use of any prospectus or the initiation
     of any proceedings for that purpose, (iv) if, at any time when a prospectus
     is required by the Securities Act to be delivered in connection  with sales
     of the Registrable  Securities,  the  representations and warranties of the
     Company   contained  in  any  agreement   contemplated  by  Section  3.1(h)
     (including any underwriting  agreement) cease to be true and correct in any
     material  respect,  (v) of the receipt by the  Company of any  notification
     with respect to the  suspension  of the  qualification  or  exemption  from
     qualification  of  any  of  the  Registrable  Securities  for  sale  in any
     jurisdiction  or the  initiation or  threatening of any proceeding for such
     purpose,  and (vi) of the  happening of any event which makes any statement
     made in such registration  statement or related  prospectus or any document
     incorporated  or deemed to be incorporated  therein by reference  untrue in
     any  material  respect or which  requires  the  making of any  changes in a
     registration  statement,  prospectus or documents  incorporated  therein by
     reference so that, in the case of the registration  statement,  it will not
     contain  any  untrue  statement  of a  material  fact or omit to state  any
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements therein not misleading, and that, in the case of the prospectus,
     it will not contain any untrue  statement of a material fact required to be
     stated therein or necessary to make the statements therein, in light of the
     circumstances under which they were made, not misleading.  After the filing
     of the  registration  statement,  the Company will promptly furnish to each
     Selling Holder and the managing  underwriter,  without charge, at least one
     signed copy of the registration statement.

          (e) The Company will use its  reasonable  best efforts to (i) register
     or qualify the Registrable  Securities  under such other securities or blue
     sky laws of such  jurisdictions in the United States as any Selling Holder,
     the managing  underwriters,  if any, or their respective counsel reasonably
     (in light of such Selling Holder's intended plan of distribution)  request,
     and  (ii)  cause  such  Registrable  Securities  to be  registered  with or
     approved by such other  governmental  agencies or authorities in the United
     States as may be necessary by virtue of the business and  operations of the
     Company  and do any and all other  acts and things  that may be  reasonably
     necessary  or advisable to enable such  Selling  Holder to  consummate  the
     disposition of the  Registrable  Securities  owned by such Selling  Holder;
     provided that the Company will not be required to (A) qualify  generally to
     do business in any jurisdiction where it would not otherwise be required to
     qualify but for this paragraph (e) or (B) subject itself to taxation in any
     such  jurisdiction or (C) consent to general service of process in any such
     jurisdiction.

          (f) The Company  will  promptly  use its  reasonable  best  efforts to
     prevent the entry,  or obtain the withdrawal,  of any order  suspending the
     effectiveness of a registration statement, or the lifting of any suspension
     of the qualification  (or exemption from  qualification) of any Registrable
     Securities for sale in any jurisdiction.

          (g) Upon the  occurrence of any event  contemplated  by clause (vi) of
     Section  3.1(d),  the Company  will (i) promptly  prepare a  supplement  or
     post-effective  amendment to such registration statement or a supplement to
     the related prospectus or any document incorporated therein by reference or
     file any other  required  document so that, as thereafter  delivered to the
     purchasers  of the  Registrable  Securities  being  sold  thereunder,  such
     prospectus will not contain an untrue  statement of a material fact or omit
     to state a material fact required to be stated therein or necessary to make
     the statements therein, in light of the circumstances under which they were
     made,  not  misleading,  and (ii) promptly  make  available to each Selling
     Holder any such supplement or amendment.

          (h) The Company will enter into customary  agreements  (including,  if
     applicable,  an  underwriting  agreement in  customary  form) and take such
     other actions as are reasonably required in order to expedite or facilitate
     the disposition of such Registrable Securities. All of the representations,
     warranties  and  covenants  of the  Company  to or for the  benefit of such
     underwriters  shall  also be made to and for the  benefit  of such  Selling
     Holders.  None of such agreements shall increase the potential liability of
     the Selling  Holders beyond that  otherwise  provided in Article IV of this
     Agreement.

          (i) The Company will make  available to each Selling  Holder (and will
     deliver  to their  counsel)  and each  underwriter,  if any,  copies of all
     correspondence  between  the  Commission  and the  Company,  its counsel or
     auditors and will also make available for inspection by any Selling Holder,
     any  underwriter   participating  in  any  disposition   pursuant  to  such
     registration  statement and any attorney,  accountant or other professional
     retained  by any such  Selling  Holder or  underwriter  (collectively,  the
     "Inspectors"),   all  financial  and  other  records,  pertinent  corporate
     documents and  properties of the Company  (collectively,  the "Records") as
     shall  be  reasonably  necessary  to  enable  them to  exercise  their  due
     diligence responsibility, and cause the Company's officers and employees to
     supply all information reasonably requested by any Inspectors in connection
     with such registration statement.  Records which the Company determines, in
     good faith,  to be  confidential  and which it notifies the  Inspectors are
     confidential  shall  not be  disclosed  by the  Inspectors  unless  (i) the
     disclosure of such Records is necessary to avoid or correct a  misstatement
     or  omission  in such  registration  statement  or (ii) the  disclosure  or
     release  of  such  Records  is  requested  or  required  pursuant  to  oral
     questions,  interrogatories,  requests  for  information  or documents or a
     subpoena or other  order from a court of  competent  jurisdiction  or other
     process;  provided  that prior to any  disclosure  or release  pursuant  to
     clause  (ii),  the  Inspectors  shall  provide the  Company,  to the extent
     possible, with prompt notice of any such request or requirement so that the
     Company may seek an appropriate  protective order or waive such Inspectors'
     obligation not to disclose such Records;  and,  provided  further,  that if
     failing  the  entry of a  protective  order or the  waiver  by the  Company
     permitting the disclosure or release of such Records, the Inspectors,  upon
     advice of counsel,  are compelled to disclose such Records,  the Inspectors
     may  disclose  that  portion of the Records  which  counsel has advised the
     Inspectors  that the  Inspectors  are  compelled to disclose.  Each Selling
     Holder  agrees that  information  obtained by it solely as a result of such
     inspections (not including any information obtained from a third party who,
     insofar as is known to the Selling Holder after reasonable  inquiry, is not
     prohibited  from  providing such  information  by a  contractual,  legal or
     fiduciary obligation to the Company) shall be deemed confidential and shall
     not  be  used  by it as  the  basis  for  any  market  transactions  in the
     securities  of  the  Company  or  its  Affiliates  unless  and  until  such
     information  is made  generally  available  to the  public  other than as a
     result of  disclosure by such Selling  Holder in breach of this  provision.
     Each  Selling  Holder  further  agrees  that it will,  upon  learning  that
     disclosure of such Records is sought in a court of competent  jurisdiction,
     give  notice to the  Company  and allow the  Company,  at its  expense,  to
     undertake  appropriate  action to prevent  disclosure of the Records deemed
     confidential.

          (j) In the case of an underwritten  offering, the Company will furnish
     to each  Selling  Holder  and to each  underwriter,  a signed  counterpart,
     addressed  to such  Selling  Holder or  underwriter,  of (i) an  opinion or
     opinions of outside  counsel to the Company,  and (ii) a comfort  letter or
     comfort letters from the Company's independent certified public accountants
     (and if necessary,  any other independent  certified public  accountants of
     any  subsidiary  of the Company or of any business  acquired by the Company
     for which financial  statements  and/or financial data are, or are required
     to be, included in the registration statement),  each in customary form and
     covering  such  matters  of the type  customarily  covered by  opinions  or
     comfort letters, as the case may be, as the Selling Holders or the managing
     underwriter therefor reasonably requests.

          (k) The Company  will  otherwise  use its  reasonable  best efforts to
     comply with all applicable  rules and  regulations of the  Commission,  and
     make available to its securityholders,  as soon as reasonably  practicable,
     an  earnings  statement  covering a period of 12 months,  beginning  on the
     first day of any fiscal  quarter next  succeeding the effective date of the
     registration  statement,  which earnings  statement shall cover such twelve
     month  period and shall  satisfy  the  provisions  of Section  11(a) of the
     Securities Act.

          (l) If  requested  by the  Selling  Holders  owning a majority  of the
     Shares that constitute Registrable Securities included in such registration
     statement,  the Company will use its  reasonable  best efforts (a) to cause
     any class of Registrable  Securities to be listed on a national  securities
     exchange  (if  such  securities  are not  already  so  listed)  and on each
     additional  national securities exchange on which similar securities issued
     by the Company are then listed (if any), if the listing of such Registrable
     Securities  is then  permitted  under the rules of such  exchange or (b) to
     secure  designation  of all such  Registrable  Securities  covered  by such
     registration statement as a NASDAQ "national market system security" within
     the meaning of Rule 11Aa2-1 of the  Commission  or, failing that, to secure
     NASDAQ authorization for such Registrable  Securities and, without limiting
     the generality of the foregoing,  to arrange for at least two market makers
     to register as such with respect to such  Registrable  Securities  with the
     National Association of Securities Dealers, Inc. (the "NASD").

          (m) In  connection  with an  underwritten  offering,  the Company will
     participate, to the extent reasonably requested by the managing underwriter
     for the offering or the Selling Holders,  in customary  efforts to sell the
     securities under the offering, including, without limitation, participating
     in "road  shows";  provided  that the Company  shall not be obligated so to
     participate in more than one such offering pursuant to a Shelf Registration
     or a Demand Registration in any 12-month period.

     The Company may require each Selling Holder to promptly  furnish in writing
to the Company such  information  regarding the  distribution of the Registrable
Securities  by  such  Selling  Holder  as the  Company  may  from  time  to time
reasonably  request  and such other  information  as may be legally  required in
connection  with  such  registration  including,  without  limitation,  all such
information  as may be requested by the  Commission or the NASD. The Company may
exclude from such registration any Holder who fails to provide such information.

     Each  Selling  Holder  agrees  that,  upon  receipt of any notice  from the
Company of the  happening of any event of the kind  described in clauses  (iii),
(v) and (vi) of Section 3.1(d),  such Selling Holder will forthwith  discontinue
disposition of Registrable  Securities  pursuant to the  registration  statement
covering such Registrable  Securities until such Selling Holder's receipt of the
copies of the supplemented or amended prospectus contemplated by Section 3.1(g),
and, if so directed by the  Company,  such  Selling  Holder will  deliver to the
Company (at the Company's expense) all copies, other than permanent file copies,
then in such Selling Holder's  possession of the most recent prospectus covering
such Registrable  Securities at the time of receipt of such notice. In the event
the Company  shall give such notice,  the Company shall extend the period during
which such registration statement shall be maintained effective by the number of
days  during  the  period  from and  including  the date of the giving of notice
pursuant  to clause  (iii),  (v) or (vi) of Section  3.1(d) to the date when the
Company shall make available to the Selling Holders a prospectus supplemented or
amended to conform with the requirements of Section 3.1(g).

     In connection with any Piggy-Back  Registration  that includes  Registrable
Securities,  the Company will take the actions  contemplated  by paragraphs (c),
(d), (e), (f), (g), (i), (j), (k) and (l) above.

     Section  3.2.   Registration   Expenses.   In  connection  with  the  Shelf
Registration,  every Demand Registration and every Piggy-Back  Registration that
includes   Registrable   Securities,   the  Company   shall  pay  the  following
registration  expenses  incurred  in  connection  with  such  registration  (the
"Registration  Expenses"):  (i) all  registration and filing fees, (ii) fees and
expenses of compliance with securities or blue sky laws and of  determination of
eligibility of the Registrable  Securities for investment under the laws of such
jurisdiction  as the  managing  underwriters  or Holders  of a  majority  of the
Registrable  Securities being sold may designate (including  reasonable fees and
disbursements  of counsel in  connection  therewith),  (iii)  printing  expenses
(including printing  certificates for the Registrable  Securities to be sold and
the   prospectuses),   messenger  and  delivery  expenses,   duplication,   word
processing,  and  telephone  expenses,  (iv)  the  Company's  internal  expenses
(including,  without  limitation,  all salaries and expenses of its officers and
employees  performing  legal or  accounting  duties,  the expenses of any annual
audit or quarterly review, the expense of any liability  insurance) and all fees
and expenses incident to the performance of or compliance with this Agreement by
the Company,  (v) the fees and expenses  incurred in connection with the listing
of the Registrable  Securities,  (vi) fees and  disbursements of counsel for the
Company and fees and  expenses  for  independent  certified  public  accountants
retained by the Company  (including the expenses of any comfort letters or costs
associated with the delivery by independent  certified  public  accountants of a
comfort  letter or  comfort  letters  requested  pursuant  to  Section  3.1(j)),
reasonable fees and  disbursements  of all  underwriters  (excluding  discounts,
commissions or fees of underwriters, selling brokers, dealer managers or similar
securities   industry   professionals   relating  to  the  distribution  of  the
Registrable  Securities),  (vii) the fees and  expenses of any  special  experts
retained by the Company in connection with such registration,  (viii) reasonable
fees and expenses of one firm of counsel for the Holders, which counsel shall be
chosen by Holders of a majority  of the  Shares  included  in such  registration
statement,  and (ix)  fees  and  disbursements  of any  transfer  agent  for the
Registrable  Securities.  The  Company  shall  have  no  obligation  to pay  any
underwriting  fees,  discounts  or  commissions  attributable  to  the  sale  of
Registrable Securities.


                                   ARTICLE IV

                        INDEMNIFICATION AND CONTRIBUTION

     Section  4.1.  Indemnification  by  the  Company.  The  Company  agrees  to
indemnify,  to the fullest  extent  permitted  by law,  and hold  harmless  each
Selling Holder,  its partners,  officers,  directors,  employees and agents, and
each  person,  if any, who controls  such Selling  Holder  within the meaning of
Section 15 of the  Securities  Act or Section 20 of the Exchange  Act,  together
with the partners, officers, directors, employees and agents of such controlling
person  (collectively,  the "Controlling  Persons"),  from and against any loss,
claim, damage,  liability,  reasonable attorneys' fee, cost or expense and costs
and expenses (including, without limitation, costs of preparation and attorneys'
fees  and   disbursements)   of  investigating  and  defending  any  such  claim
(collectively,  the  "Damages"),  joint or  several,  and any  action in respect
thereof  to which  such  Selling  Holder,  its  partners,  officers,  directors,
employees or agents, or any such Controlling Person may become subject under the
Securities Act or otherwise,  insofar as such Damages (or proceedings in respect
thereof) arise out of, or are based upon, any untrue statement or alleged untrue
statement  of a  material  fact  contained  in  any  registration  statement  or
prospectus relating to the Registrable Securities or any preliminary prospectus,
or any omission or alleged omission to state therein a material fact required to
be stated  therein or necessary to make the statements  therein not  misleading,
except  insofar as the same are based upon  information  furnished in writing to
the Company by a Selling  Holder or underwriter  expressly for use therein,  and
shall  reimburse  each  Selling  Holder,  its  partners,  officers,   directors,
employees and agents,  and each such Controlling  Person for any legal and other
expenses  reasonably  incurred by that Selling Holder,  its partners,  officers,
directors, employees and agents, or any such Controlling Person in investigating
or defending or  preparing  to defend  against any such Damages or  proceedings;
provided, however, that the Company shall not be liable to any Selling Holder to
the extent  that (a) any such  Damages  arise out of or are based upon an untrue
statement or omission  made in any  preliminary  prospectus if (i) such offering
does not involve an  underwriter,  (ii) such Selling  Holder was informed by the
Company  of such  untrue  statement  or  omission  and such  Selling  Holder was
provided  copies of the final  prospectus by the Company and was informed by the
Company of the correction therein of the untrue statement or omission,  but such
Selling Holder failed to send or deliver a copy of the final  prospectus with or
prior to the delivery of written confirmation of the sale by such Selling Holder
to the person  asserting the claim from which such Damages arise,  and (iii) the
final prospectus would have corrected such untrue statement or such omission; or
(b) any such  Damages  arise out of or are based  upon an  untrue  statement  or
omission in any prospectus if (i) such offering does not involve an underwriter,
(ii)  such  untrue  statement  or  omission  is  corrected  in an  amendment  or
supplement to such prospectus, and (iii) such Selling Holder was informed by the
Company of such  untrue  statement  or  omission  and,  having  previously  been
furnished  by or on behalf of the Company with copies of such  prospectus  as so
amended or supplemented sufficiently prior to the sale of Registrable Securities
and informed by the Company of the correction therein of the untrue statement or
omission,  such Selling Holder thereafter fails to deliver such prospectus as so
amended or supplemented  prior to or concurrently with the sale of a Registrable
Security to the person  asserting the claim from which such Damages  arise.  The
Company also agrees to  indemnify  any  underwriters,  selling  brokers,  dealer
managers and similar  securities  industry  professionals  participating  in the
distribution  of the  Registrable  Securities,  their  respective  officers  and
directors and each person who controls such  underwriters on  substantially  the
same basis as that of the  indemnification  of the Selling  Holders  provided in
this Section 4.1.

     Section 4.2.  Indemnification  by Holders of Registrable  Securities.  Each
Selling Holder agrees, severally but not jointly, to indemnify and hold harmless
the Company, its officers,  directors,  employees and agents and each person, if
any, who controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act,  together  with the  partners,  officers,
directors,  employees and agents of such controlling  person, to the same extent
as the foregoing  indemnity  from the Company to such Selling  Holder,  but only
with reference to  information  related to such Selling  Holder,  or its plan of
distribution,  furnished  in writing by such  Selling  Holder or on such Selling
Holder's behalf  expressly for use in any  registration  statement or prospectus
relating to such Selling Holder's  Registrable  Securities,  or any amendment or
supplement  thereto,  or any  preliminary  prospectus.  In case  any  action  or
proceeding  shall be brought  against  the Company or its  officers,  directors,
employees or agents or any such  controlling  person or its partners,  officers,
directors,  employees  or agents,  in respect of which  indemnity  may be sought
against  such  Selling  Holder,  such  Selling  Holder shall have the rights and
duties  given  to the  Company,  and the  Company  or its  officers,  directors,
employees or agents, controlling person, or its partners,  officers,  directors,
employees  or agents,  shall have the  rights and duties  given to such  Selling
Holder, under Section 4.1. Each Selling Holder also agrees to indemnify and hold
harmless  each other  Selling  Holder and any  underwriters  of the  Registrable
Securities,  and their  respective  officers and  directors  and each person who
controls each such other Selling Holder or underwriter on substantially the same
basis as that of the  indemnification  of the Company  provided in this  Section
4.2. The Company  shall be entitled to receive  indemnities  from  underwriters,
selling brokers,  dealer managers and similar securities industry  professionals
participating in the  distribution,  to the same extent as provided above,  with
respect to information so furnished in writing by such persons  specifically for
inclusion in any  prospectus or  registration  statement.  In no event shall the
liability of any Selling  Holder be greater in amount than the dollar  amount of
the  net  proceeds  received  by  such  Selling  Holder  upon  the  sale  of the
Registrable Securities giving rise to such indemnification obligation.

     Section 4.3. Conduct of Indemnification Proceedings. Promptly after receipt
by any person in respect of which  indemnity  may be sought  pursuant to Section
4.1 or 4.2 (an  "Indemnified  Party") of notice of any claim or the commencement
of any action,  the Indemnified Party shall, if a claim in respect thereof is to
be made  against  the  person  against  whom such  indemnity  may be sought  (an
"Indemnifying Party"),  notify the Indemnifying Party in writing of the claim or
the  commencement  of such  action,  provided  that the  failure  to notify  the
Indemnifying  Party shall not relieve it from any liability except to the extent
that  the  Indemnifying  Party is  materially  prejudiced  as a  result  of such
failure.  If any such claim or action  shall be brought  against an  Indemnified
Party,  and it shall notify the  Indemnifying  Party thereof,  the  Indemnifying
Party  shall be  entitled  to  participate  therein,  and, to the extent that it
wishes,  jointly with any other similarly notified Indemnifying Party, to assume
the defense  thereof with counsel  reasonably  satisfactory  to the  Indemnified
Party; provided, that the Indemnifying Party acknowledges,  in a writing in form
and  substance   reasonably   satisfactory  to  such  Indemnified   Party,  such
Indemnifying  Party's liability for all Damages of such Indemnified Party to the
extent  specified in, and in accordance with, this Article IV. After notice from
the  Indemnifying  Party to the Indemnified  Party of its election to assume the
defense of such claim or action,  the Indemnifying  Party shall not be liable to
the Indemnified Party for any legal or other expenses  subsequently  incurred by
the  Indemnified  Party  in  connection  with the  defense  thereof  other  than
reasonable  costs of  investigation;  provided that the Indemnified  Party shall
have the right to employ separate counsel to represent the Indemnified Party and
its controlling persons who may be subject to liability arising out of any claim
in respect of which indemnity may be sought by the Indemnified Party against the
Indemnifying  Party,  but the fees and expenses of such counsel shall be for the
account of such  Indemnified  Party  unless (i) the  Indemnifying  Party and the
Indemnified Party shall have mutually agreed to the retention of such counsel or
(ii) in the reasonable  judgment of such Indemnified  Party,  representation  of
both  parties  by the same  counsel  would be  inappropriate  due to  actual  or
potential conflicts of interest between them, it being understood, however, that
the  Indemnifying  Party  shall not,  in  connection  with any one such claim or
action or separate but substantially similar or related claims or actions in the
same jurisdiction  arising out of the same general allegations or circumstances,
be liable for the fees and expenses of more than one separate  firm of attorneys
(together  with  appropriate  local  counsel)  at any time  for all  Indemnified
Parties.  No Indemnifying Party shall,  without the prior written consent of the
Indemnified  Party,  effect any settlement of any claim or pending or threatened
proceeding  in  respect of which the  Indemnified  Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified  Party,
unless such settlement  includes an  unconditional  release of such  Indemnified
Party from all liability arising out of such claim or proceeding. Whether or not
the defense of any claim or action is assumed by the  Indemnifying  Party,  such
Indemnifying  Party will not be subject to any liability for any settlement made
without its consent, which consent will not be unreasonably withheld.

     Section  4.4.  Contribution.  If the  indemnification  provided for in this
Article IV is unavailable to the  Indemnified  Parties in respect of any Damages
referred to herein,  then each Indemnifying  Party, in lieu of indemnifying such
Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified Party as a result of such Damages (i) as between the Company and the
Selling Holders,  on the one hand, and the  underwriters,  on the other, in such
proportion as is  appropriate to reflect the relative  benefits  received by the
Company and the Selling Holders,  on the one hand, and the underwriters,  on the
other, from the offering of the Registrable Securities, or if such allocation is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative  benefits  but also the relative  fault of the Company and
the Selling Holders, on the one hand, and of the underwriters,  on the other, in
connection with the statements or omissions  which resulted in such Damages,  as
well as any other  relevant  equitable  considerations,  and (ii) as between the
Company,  on the one  hand,  and each  Selling  Holder,  on the  other,  in such
proportion as is appropriate to reflect the relative fault of the Company and of
each Selling Holder in connection with such statements or omissions,  as well as
any other relevant equitable  considerations.  The relative benefits received by
the Company and the Selling Holders,  on the one hand, and the underwriters,  on
the other,  shall be deemed to be in the same  proportion as the total  proceeds
from the offering  (net of  underwriting  discounts and  commissions  but before
deducting  expenses) received by the Company and the Selling Holders bear to the
total underwriting  discounts and commissions  received by the underwriters,  in
each case,  as set forth in the table on the cover page of the  prospectus.  The
relative fault of the Company and the Selling  Holders,  on the one hand, and of
the underwriters, on the other, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied  by the Company and the  Selling  Holders or by the  underwriters.  The
relative fault of the Company,  on the one hand, and of each Selling Holder,  on
the other, shall be determined by reference to, among other things,  whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by such party,
and  the  parties'  relative  intent,  knowledge,   access  to  information  and
opportunity to correct or prevent such statement or omission.

     The  Company and the  Selling  Holders  agree that it would not be just and
equitable if  contribution  pursuant to this Section 4.4 were  determined by pro
rata allocation (even if the Selling Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount  paid or  payable  by an  Indemnified  Party as a result  of the  Damages
referred to in the immediately  preceding  paragraph shall be deemed to include,
subject  to the  limitations  set  forth  above,  any  legal or  other  expenses
reasonably  incurred by such Indemnified Party in connection with  investigating
or defending any such action or claim.  Notwithstanding  the  provisions of this
Section 4.4, no underwriter shall be required to contribute any amount in excess
of the  amount  by which the total  price at which  the  Registrable  Securities
underwritten  by it and  distributed  to the public  were  offered to the public
exceeds the amount of any Damages  which such  underwriter  has  otherwise  been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged  omission,  and no Selling Holder shall be required to contribute any
amount in excess of the amount by which the total price at which the Registrable
Securities of such Selling Holder were offered to the public (less  underwriting
discounts and commissions)  exceeds the amount of any Damages which such Selling
Holder has  otherwise  been  required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent  misrepresentation.  Each Selling  Holder's  obligation to contribute
pursuant to this Section 4.4 is several and not joint.

     The indemnity, contribution and expense reimbursement obligations contained
in this Article IV are in addition to any liability any  Indemnifying  Party may
otherwise  have to an  Indemnified  Party or otherwise.  The  provisions of this
Article  IV shall  survive,  notwithstanding  any  transfer  of the  Registrable
Securities by any Holder or any termination of this Agreement.


                                    ARTICLE V

                                  MISCELLANEOUS

     Section 5.1.  Participation  in Underwritten  Registrations.  No person may
participate in any  underwritten  registration  hereunder unless such person (a)
agrees  to  sell  such  person's   securities  on  the  basis  provided  in  any
underwriting  arrangements approved by the persons entitled hereunder to approve
such  arrangements,  and (b) timely  completes and executes all  questionnaires,
indemnities,  underwriting  agreements and other documents  reasonably  required
under the terms of such underwriting  arrangements and this Agreement;  provided
that (i) no Selling  Holder  shall be  required to make any  representations  or
warranties  except those which are customary for a selling holder of securities,
and (ii) the  liability of each  Selling  Holder to any  underwriter  under such
underwriting  agreement  will be  limited to  liability  arising  from  material
misstatements  or  omissions  in  the  relevant  registration  statement  or the
relevant  prospectus  regarding such Selling  Holder and its intended  method of
distribution  that were  based  upon  information  furnished  in writing by such
Selling  Holder to the Company  expressly for use therein and any such liability
shall not exceed an amount  equal to the  amount of net  proceeds  such  Selling
Holder derives from such registration.

     Section 5.2.  Distribution.  During such time as any Selling  Holder may be
engaged in a distribution  (within the meaning of Regulation M promulgated under
the Exchange  Act) of the  Registrable  Securities,  such  Selling  Holder shall
comply with Regulation M and pursuant thereto it shall,  among other things; (i)
not engage in any  stabilization  activity in connection  with the securities of
the Company in contravention of such regulation.

     Section 5.3. SEC Reporting.

     (a) Rules 144 and 144A. The Company shall timely file any reports  required
to be filed by it under the  Securities  Act and the Exchange Act and, if at any
time the Company is not required to file such reports,  the Company  will,  upon
the  request of any  Holder or  prospective  purchaser  from such  Holder,  make
available such information  necessary to permit sales pursuant to Rule 144A, and
shall take such further action as any Holder may reasonably request,  all to the
extent  required  from  time to  time  to  enable  Holders  to sell  Registrable
Securities  without  registration under the Securities Act within the limitation
of the  exemptions  provided  by (a) Rule 144 or Rule 144A under the  Securities
Act, as such Rules may be amended from time to time,  or (b) any similar rule or
regulation hereafter adopted by the Commission.  Upon the request of any Holder,
the Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.

     (b) S-3 Eligibility. The Company shall use its best efforts to maintain its
eligibility to use Form S-3 under the Securities Act.

     Section 5.4. Restrictions on Sale.

     (a) By the Company.  The Company agrees,  and shall use its best efforts to
cause its Affiliates to agree, (i) not to effect any public sale or distribution
of any equity securities,  or any securities convertible into or exchangeable or
exercisable  for such  securities,  during  the 7 days  prior to, and during the
90-day period  beginning on, the effective  date of any  registration  statement
(except as part of such  registration  statement)  filed by the Company,  in the
case of an underwritten offering, if, and to the extent, reasonably requested by
the managing  underwriter or  underwriters,  and (ii) to use its best efforts to
ensure that any agreement  entered into after the date hereof  pursuant to which
the Company  issues or agrees to issue any privately  placed  securities  (other
than to officers or employees)  shall contain a provision under which holders of
such  securities  agree  not to  effect  any  sale or  distribution  of any such
securities during the periods described in (i) above, in each case,  including a
sale pursuant to Rule 144 or Rule 144A under the  Securities Act (except as part
of any such registration, if permitted);  provided, however, that the provisions
of this  paragraph  shall not  prevent  (x) the  conversion  or  exchange of any
securities  pursuant  to their  terms  into or for other  securities  or (y) the
issuance  of any  securities  to  employees  of the  Company or  pursuant to any
employee plan.

     (b) By the Holders.  Each Holder agrees,  and shall use its best efforts to
cause its Affiliates to agree,  not to effect any public sale or distribution of
any equity  securities,  or any securities  convertible  into or exchangeable or
exercisable  for such  securities,  during  the 7 days  prior to, and during the
90-day period  beginning on, the effective  date of any  registration  statement
(except as part of such  registration  statement)  filed by the Company,  in the
case of an underwritten offering if, and to the extent,  reasonably requested by
the managing underwriter(s);  provided that all executive officers and directors
of the Company  agree to similar  restrictions,  which the Company  will use its
reasonable best efforts to enforce and provided further that the Company informs
such Holder of the  expected  effective  date at least  fifteen  (15) days prior
thereto.  Notwithstanding the provisions of the preceding sentence, a Holder may
sell any or all of its Registrable Securities in a private sale.

     Section 5.5. 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.

     If to the Company, to it at:

           Peapod, Inc.
           9933 Woods Drive
           Skokie, IL  60077
           Attention:  Andrew Parkinson, Chairman
           Facsimile:  (847) 583-9495

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

           Sidley & Austin
           Bank One Plaza
           10 South Dearborn Street
           Chicago, IL  60603
           Attn:  Christine A. Leahy
           Facsimile:  (312) 853-7036

     if to the Purchaser:

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

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

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

     If to any other Holder, to it at the address(es) or facsimile number(s) set
     forth in the  notice  referred  to in  Section  5.11 with  respect  to such
     Holder.

     Section 5.6.  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 5.5,  such service to become  effective  seven days after such  mailing.
Nothing herein shall affect the right of either party to serve process in any of
the matters  permitted  by law or to commence  legal  proceedings  or  otherwise
proceed  against the other party 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  brought in the courts referred to above
and hereby  further  irrevocably  waives and agrees not to plead or claim in any
such court that any such action or proceeding brought in any such court has been
brought in an inconvenient forum.

     Section 5.7.  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, including, without limitation, the Letter Agreement.

     Section 5.8.  Modifications and Amendments.  No amendment,  modification or
termination  of this  Agreement  shall be binding  upon any other  party  unless
executed  in writing by (a) the  Company and (b) by the Holders of a majority of
the Shares held by all Holders that constitute Registrable Securities.

     Section 5.9. Waivers and Extensions.  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  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 5.10. 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  5.11.  Assignment.  This  Agreement  and the  rights,  duties  and
obligations  hereunder  may not be assigned or delegated  by the  Company.  This
Agreement and the rights,  duties and  obligations  hereunder may be assigned or
delegated by any Holder to a transferee or assignee of  Registrable  Securities;
provided, however, that the Company shall not be obligated to recognize any such
assignment or  delegation,  and such  transferee or assignee  shall not become a
Holder,  unless (a) the  Company  has  received  written  notice of the name and
address of such  transferee or assignee and of the  Registrable  Securities with
respect to which such assignment  and/or  delegation has been made, and (b) such
transferee  or  assignee  agrees  to be  bound  by  this  Agreement  as if  such
transferee  or  assignee  was an  original  Purchaser.  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 5.12.  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  5.13.  Counterparts.  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.

     Section 5.14. Further  Assurances.  Each party hereto,  upon the request of
any  other  party  hereto,  shall  take  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  5.15.  Remedies  Cumulative;  Specific  Performance.  The remedies
provided  herein shall be cumulative and shall not preclude the assertion by any
party  hereto of any other  rights or the  seeking of any  remedies  against the
other party hereto. In the event of a breach or a threatened breach by any party
to this Agreement of its obligations under this Agreement,  any party injured or
to be injured by such breach will be  entitled  to specific  performance  of its
rights  under this  Agreement  or to  injunctive  relief,  in  addition to being
entitled to exercise all rights  provided in this  Agreement and granted by law.
The parties agree that the  provisions of this Agreement  shall be  specifically
enforceable,  it being agreed by the parties  that the remedy at law,  including
monetary  damages,   for  breach  of  any  such  provision  will  be  inadequate
compensation  for any loss and that any defense or  objection  in any action for
specific performance or injunctive relief that a remedy at law would be adequate
is waived.

     Section 5.16. Other Registration Rights. Without the written consent of the
Holders  of a  majority  of the  Shares  held  by all  Holders  that  constitute
Registrable  Securities,  the Company shall not grant to any person the right to
request  the  Company  to  register  any  securities  of the  Company  under the
Securities  Act unless the rights so granted are subject to the prior  rights of
the Holders of Registrable Securities set forth herein, and are not otherwise in
conflict or inconsistent with the provisions of, this Agreement.


                                      * * *



<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.


                                         PEAPOD, INC.
                                         a Delaware corporation

                                         By:      ______________________________
                                         Name:    ______________________________
                                         Title:   ______________________________

KONINKLIJKE AHOLD N.V.

By:   _____________________________
      Name:
      Title:


Nominee (if different than name of Purchaser): _______________


Securities to be Purchased at first Closing

_______ shares of Series B Preferred Stock
_______ Warrants


Securities to be Purchased at second Closing

_______ shares of Series B Preferred Stock
_______ Warrants


Securities to be Purchased at third Closing

_______ shares of Series B Preferred Stock
_______ Warrants