Exhibit 10.1

**EXECUTIVEEMPLOYMENT AGREEMENT**

**             EXECUTIVE EMPLOYMENT AGREEMENT** (the **"Agreement"**) datedas of November 15, 1999 between Michael P. Brennan (the **"Executive"**) andPeapod, Inc., a Delaware corporation (the "**Company**").

**             WHEREAS**, the Company desires to continue to employ theExecutive as its Senior Vice_President – Product Management and Marketing_ andthe Executive desires to continue such employment, for the term and upon theother conditions hereinafter set forth; and

**             WHEREAS**, the Executive and the Company are concurrentlyentering into a Severance Agreement (the "**Severance Agreement**")providing for certain substantial severance benefits.

**             NOW, THEREFORE**, in consideration of the agreements andcovenants contained herein, the Executive and the Company hereby agree asfollows.

**ARTICLE IEMPLOYMENT**

**             Section 1.01.  Positionand Responsibilities**.  The Company shall continue to employ theExecutive as its Senior Vice President – Product Management and Marketing.  The Executive's responsibilities shall be asdirected from time to time by the President of the Company.  The Executive agrees to be employed by theCompany in such capacity, subject to all the covenants and conditionshereinafter set forth.

**             Section 1.02.  Performance**. During the term of Executive's employment, the Executive shall performfaithfully the duties assigned to the Executive hereunder to the best of his orher abilities and devote his or her full and undivided business time andattention to the transaction of the Company's business and not engage in anyother business activity except with the approval of the Board.  The previous sentence shall not preclude theExecutive from participating in the affairs of any governmental, educational orother charitable institution so long as the Board does not determine in goodfaith that such activities unreasonably interfere with the business of theCompany or the performance of the Executive's duties hereunder.

**             Section 1.03.  Termand Termination**.  Employment under this Agreement commenced asof November 19, 1999 (the "**Commencement Date**") and shall continueuntil terminated by written notice by either party, subject to the rights andobligations set forth in the Severance Agreement.

**ARTICLEIICOMPENSATION**

**             Section 2.01.  BaseCompensation**.  As compensation for his services hereunder,the Company shall pay to the Executive an annual salary of $145,000 (the **"BaseSalary"**), less required or authorized deductions, payable ininstallments in accordance with the Company's normal payment schedule for seniormanagement of the Company.  TheExecutive's Base Salary may be reviewed from time to time for adjustment.

**             Section 2.02.  BonusPlan**.  The Executive shall be entitled toparticipate in the Company's Executive Bonus Plan as modified by the Board fromtime to time.  Such plan shall providefor an opportunity for the Executive to earn an annual cash bonus, of up to 50%of Executive's Base Salary received for the year as to which such bonus isearned, based on meeting such individual and Company performance goals as maybe set from time to time by the Board in its absolute discretion.

**             Section 2.03.  EmployeeBenefits**.  Upon satisfaction of any eligibilityrequirements, the Executive shall be entitled to participate in such employeebenefit plans and to receive such other fringe benefits during Executive's termof employment as are from time to time made generally available to the seniormanagement of the Company; provided that, if a severance benefit ispayable to the Executive pursuant to Section 2.06, such benefit shall be paidin lieu of any benefit otherwise payable to Executive pursuant to any Companyseverance plan unless such plan expressly provides that payments thereunderwill be made in addition to the severance payments provided hereunder.  Nothing herein shall be construed to requirethe Company to establish, or shall preclude the Company, in its absolutediscretion, from changing or amending, in whole or in part, or revoking, anyone or more of such employee benefit plans or programs without notice.  In addition, the Executive shall be entitledto take time off for vacation or illness in accordance with the Company'spolicies established from time to time with respect to the Company's seniorexecutives.

**             Section 2.04.  ExpenseReimbursements**.  The Company shall reimburse the Executivefor all proper expenses incurred by Executive in the performance of Executive'sduties hereunder in accordance with the policies and procedures established bythe Board.

**             Section 2.05.  SeveranceBenefits**.  Concurrently herewith, the Executive andPeapod are entering into the Severance Agreement which provides certainsubstantial severance benefits for the Executive in the event of termination ofExecutive's employment with the Company. The Executive shall be entitled to the benefits of such SeveranceAgreement as if the provisions thereof were set forth fully herein.

**ARTICLE IIINONCOMPETITION; CONFIDENTIAL INFORMATION**

**             Section 3.01.  Noncompetition;Non-Solicitation**.  As a condition to Executive's employment andto the Company's obligations hereunder, Executive agrees to enter into,concurrently with Executive's execution of this Agreement, an EmployeeNonsolicitation and Noncompete Agreement in the form attached hereto as **Exhibit A**,and the Executive agrees to comply fully with all of the terms and provisionsof such Employee Nonsolicitation and Noncompete Agreement as if such terms andprovisions were fully set forth in this Agreement.  The covenants contained in such Employee Nonsolicitation andNoncompete Agreement shall survive the termination of this Agreement and theconclusion of the Executive's employment by the Company.

**ARTICLE IVMISCELLANEOUS**

**             Section 4.01.  Notices**. All notices and other communications required or permitted hereundershall be in writing and shall be deemed to have been duly given when deliveredor three (3) days after deposit in the United States mail, certified and returnreceipt requested, postage prepaid, addressed (1) if to the Executive, to theExecutive's address shown on the Company records, and if to the Company, toPeapod, Inc., 9933 Woods Drive, Skokie, Illinois 60077-1031, attentionPresident with a copy to the Secretary, or (2) to such other address as eitherparty may have furnished to the other in writing in accordance herewith, exceptthat notice of change of address shall be effective only upon receipt.

**             Section 4.02.  Executive'sAuthority; No Conflict**.  The Executive represents and warrants to theCompany that the Executive has full right and authority to execute and deliverthis Agreement and to comply with the terms and provisions hereof and that theexecution and delivery of this Agreement and compliance with the terms andprovisions hereof by the Executive will not conflict with or result in a breachof the terms, conditions or provisions of any agreement, restriction orobligation by which the Executive is bound.

**             Section 4.03.  Assignmentand Succession**.  The Agreement shall be binding upon andshall operate for the benefit of the parties hereto and their respective legalrepresentatives, legatees, distributees, heirs, and successors andassigns.  Executive acknowledges thatthe services he renders pursuant to this Agreement are unique andpersonal.  Accordingly, Executive maynot assign any of the Executive's rights contained in this Agreement ordelegate any of his duties hereunder. The Company may assign the Company's rights, duties or obligations underthis Agreement to a purchaser or transferee of all or substantially all of theCompany's assets.

**             Section 4.04.  Headings**. The Article, Section paragraph and subparagraph headings are forconvenience of reference only and shall not define or limit the provisionshereof.

**             Section 4.05.  ApplicableLaw**.  This Agreement shall at all times begoverned by and construed, interpreted and enforced in accordance with theinternal laws (as opposed to conflict of laws provisions) of the State ofIllinois.

**             Section 4.06.  Severability**. Whenever possible, each provision of this Agreement will be interpretedin such manner as to be effective and valid under applicable law.  In the event that any provision of thisAgreement shall be held to be void or unenforceable, the remaining provisionsof this Agreement shall continue in full force and effect.

**             Section 4.07.  Waiver,Etc.**  The waiver of a breach of any provision ofthis Agreement shall not operate or be construed to be a waiver of any otherbreach.  No delay or omission in theexercise of any power, remedy, or right herein provided or otherwise availableto any party shall impair or affect the right of such party thereafter toexercise the same.  Any extension oftime or other indulgence granted to a party hereunder or to any other personshall not otherwise alter or affect any power, remedy or right of any otherparty, or obligations of the party to whom such extension or indulgence isgranted except as specifically waived.

**             Section 4.08.  DisputeResolution**.  Any controversy or claim arising out of orrelating to this Agreement, or the breach thereof, shall be settled byarbitration administered by the American Arbitration Association **("AAA")**in accordance with its rules, to the extent not inconsistent with thisprovision.  Judgment upon the awardrendered by the arbitrator may be entered in any court having jurisdictionthereof.  Such arbitration shall beconducted in Chicago, Illinois before a single arbitrator.  The parties shall select an arbitrator bymutual agreement from a panel of arbitrators experienced in arbitratingemployment disputes proposed by the AAA. If the parties are unable to agree on an arbitrator, the AAA shallselect an arbitrator in accordance with its procedures.  Nothing herein shall preclude the Companyfrom seeking and/or obtaining injunctive relief under the EmployeeNonsolicitation and Noncompete Agreement.

**             Section 4.09.  EntireAgreement**.  This Agreement, together with the agreementsreferred to herein, contain the entire agreement of the parties relating to thesubject matter hereof.  This Agreementmay be modified or discharged only by an agreement in writing signed by theparty against whom enforcement of any modification or discharge is sought.

**             IN WITNESS WHEREOF**, the parties hereto have caused this Agreementto be duly executed as of the day and year first above written.

|   | **PEAPOD, INC.** |
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|   | By:              | /s/ ANDREW B. PARKINSON |
|   | Name:            | Andrew B. Parkinson |
|   | Title:           | Chairman |
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|   |             |   |
|   | **EXECUTIVE:**   |
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|   |             | /s/ MICHAEL P. BRENNAN |
|   |             | Michael P. Brennan |