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                                                                   EXHIBIT 10.39

                 FIRST AMENDMENT TO LEASE AGREEMENT AND RIDER

     THIS FIRST AMENDMENT TO LEASE AGREEMENT AND RIDER ("First Amendment") is
made and entered into this ___ day of ___, 2000, by and between MERCY CAPITAL
CENTER JOINT VENTURE, a California general partnership ("Landlord"), and
HOMEGROCER.COM, INC., a Delaware corporation ("Tenant").

                                   RECITALS:
                                   --------

     WHEREAS, Landlord and Tenant entered into that certain Lease Agreement and
Rider, dated January 25, 2000 (the "Lease"), for the use and occupancy of a
leased premises of approximately 115,816 square feet within Building 1, 4005
Newpoint Place, Lawrenceville, Georgia 30043; and

     WHEREAS, the actual square footage of the leased premises is 115,940 square
feet; and

     WHEREAS, Landlord and Tenant have agreed, and do hereby agree, to amend and
modify the Lease as hereinafter set forth to conform the terms of the Lease to
such actual square footage;

     NOW THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00), the mutual covenants, obligations and agreements set forth
herein and in the Lease, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Landlord and Tenant do hereby
agree to amend the Lease as follows:

     1.   Property.  Section 1.04 of the Lease shall be amended by deleting the
          number "115,816" and substituting in lieu thereof the number
          "115,940."

     2.   Exhibit B.  Exhibit "B" to the Lease is hereby deleted in its entirety
          and Exhibit "B" attached to this First Amendment is hereby substituted
          therefor.

     3.   Exhibit C.  Exhibit "C" to the Lease is hereby deleted in its entirety
          and Exhibit "C" attached to this First Amendment is hereby substituted
          therefor.

     4.   Exhibit D.  Attachment "1" to Exhibit "D" to the Lease is hereby
          deleted in its entirety and Attachment "1" attached to this First
          Amendment is hereby substituted therefore.
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     5.   Miscellaneous.
          -------------

          a.   Landlord and Tenant hereby acknowledge and confirm that the
               Lease, as amended hereby, is in full force and effect and, to the
               best of each such party's knowledge, the other party is not in
               default under the Lease.

          b.   This First Amendment shall inure to the benefit of and be binding
               upon the parties hereto and their respective, permitted
               successors and assigns.

          c.   This First Amendment shall be governed by and construed under the
               laws of the State of Georgia.

          d.   Whenever terms are used in this First Amendment, but are not
               defined, such terms shall have the same meaning as set forth in
               the Lease.

          e.   Except as modified by this First Amendment, Landlord and Tenant
               do hereby ratify and reaffirm each and every provision, term,
               covenant, agreement and condition of the Lease.

          f.   The lease, as modified by this First Amendment, sets forth the
               entire agreement between Landlord and Tenant and cancels all
               prior negotiations, arrangements, agreements and understandings,
               if any, between Landlord and Tenant regarding the subject matter
               of this First Amendment. In the event of any conflict between the
               terms of the Lease and the terms of this First Amendment, the
               terms of this First Amendment shall control.

          g.   Tenant and the persons executing this First Amendment on behalf
               of Tenant represent and warrant that Tenant is a Delaware
               corporation, duly qualified to do business in the State of
               Georgia, that they are authorized to execute and deliver this
               First Amendment on behalf of the corporation, and that all
               necessary approvals and consents have been obtained to bind
               Tenant under this First Amendment and the Lease in accordance
               with their terms.

                        (Signatures begin on next page)
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     IN WITNESS WHEREOF, the duly authorized officers of Landlord and Tenant
have signed and sealed this First Amendment the day and year respectively set
forth below.

                              TENANT:
                              ------

                              HOMEGROCER.COM, INC., a Delaware Corporation

                              By: /s/: Kristin H. Stred
                                  -----------------------------------------
                              Name: Kristin H. Stred
                                    ---------------------------------------
                              Title: Sr. Vice President and General Counsel
                                     --------------------------------------

                                                                (CORPORATE SEAL)
                              Date: 2/29/00
                                    -------

                       [Signatures continue on next page]
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                              LANDLORD:
                              --------

                              MERCY CAPITAL CENTER JOINT VENTURE, a California
                              general partnership

                                                                          (SEAL)

                              By: /s/ John E. Van Valkenburgh
                                  ----------------------------------------
                                  John E. Van Valkenburgh, General Partner

                              Date:
                                    --------------------------------------