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                                                                   Exhibit 10.12

                      FIRST MODIFICATION TO LEASE AGREEMENT


         THIS FIRST MODIFICATION TO LEASE AGREEMENT (the "Modification
Agreement") is made and entered as of the of the 1st day of June, 2000 by and
between 3 PLUS LIMITED PARTNERSHIP, a Georgia limited partnership (hereinafter
referred to as "Landlord") and HOMEGROCER.COM, INC., a Washington corporation
(hereinafter referred to as "Tenant")


                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, Landlord and Tenant entered into that certain Lease Agreement
dated March 31, 2000 (the "Lease Agreement"), for Landlord to develop and lease
to Tenant that certain premises comprised of approximately 102,297 of
office/warehouse space located at 1851 West Oak Parkway, Marietta, Georgia 30062
(the "Premises");

     WHEREAS, the parties hereto desire to modify and amend the Lease Agreement
in certain respects;

     NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby
covenant and agree as follows:

     1.   The first sentence of Section 23A of the Additional Provisions to the
Lease Agreement is deleted in its entirety and the following is substituted in
lieu thereof:

     "Provided that this Lease Agreement is executed on or before March 31,
2000, Landlord estimates that the Premises shall be substantially completed by
April 30, 2001 ("Projected Delivery Date")."

     2.   The first sentence of Section 23C of the Additional Provisions to the
Lease Agreement is deleted in its entirety and the following is substituted in
lieu thereof:

     "Provided that this Lease Agreement is executed on or before March 31,
2000, if Landlord is unable to substantially complete the Premises by August 31,
2001 ("Termination Notice Date"), then and only then, Tenant will have the right
to terminate this Lease by delivering written notice to Landlord, not more than
thirty (30) days after the Termination Notice Date of its intent to terminate
the Lease if Landlord is unable to substantially complete the Premises within
thirty (30) days of Landlord's receipt of Tenant's notice.

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     3.   The Allowance of $452,500.00 setforth in Paragraph 3 of the
Improvement Agreement attached as EXHIBIT "B-2" of the Lease Agreement is hereby
reduced to $376,500.00 to compensated Landlord for the delay in the Projected
Delivery Date as provided herein above.

     4.   Except as expressly modified by this Modification Agreement, all
provisions, terms and conditions of the Lease Agreement, as amended, shall
remain in full force.

     5.   In the event a provision of this Modification Agreement conflicts with
a provision of the Lease Agreement, the Modification Agreement shall supercede
and control.

     6.   All terms and phrases used herein shall have the same meaning as
assigned to them in the Lease Agreement.

     7.   The parties intend and agree that this Modification Agreement shall be
governed by and construed in accordance with the laws of the state in which the
Premises is located.

     8.   This Modification Agreement may be executed in counterpart, each of
which shall be deemed an original, but all of which, together, shall constitute
one Modification Agreement.


     IN WITNESS WHEREOF, Landlord and Tenant have caused this Modification
Agreement to be executed and sealed by their duly authorized representatives,
all as of the day and year first above written.

                                        LANDLORD:

                                        3 PLUS LIMITED PARTNERSHIP
                                        By The Phoenix Foundation, LLC, its
                                        general partner

     Date:  June 5, 2000                By:  /s/ J. ROBERT MOBLEY
                                        J. Robert Mobley, Member

                                        Witness:

                                        JAMES M. MOBLEY



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                                        TENANT:

                                        HOMEGROCER.COM, INC.


     Date:  June 2, 2000                By:  /s/ KRISTIN H. STRED
                                              Name:  Kristin H. Stred
                                              Its:  Senior Vice President and
                                              Corporate Secretary


                                        Witness:

                                        /s/ Susan Aznoff

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