Prepared by MerrillDirect





Exhibit 10.1


EXECUTIVE
EMPLOYMENT AGREEMENT


             EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated
as of November 15, 1999 between Michael P. Brennan (the "Executive") and
Peapod, Inc., a Delaware corporation (the "Company").


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


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


             NOW, THEREFORE, in consideration of the agreements and
covenants contained herein, the Executive and the Company hereby agree as
follows.


ARTICLE I

EMPLOYMENT


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


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


             Section 1.03.  Term
and Termination.  Employment under this Agreement commenced as
of November 19, 1999 (the "Commencement Date") and shall continue
until terminated by written notice by either party, subject to the rights and
obligations set forth in the Severance Agreement.


ARTICLE
II

COMPENSATION


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


             Section 2.02.  Bonus
Plan.  The Executive shall be entitled to
participate in the Company's Executive Bonus Plan as modified by the Board from
time to time.  Such plan shall provide
for 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 is
earned, based on meeting such individual and Company performance goals as may
be set from time to time by the Board in its absolute discretion.


             Section 2.03.  Employee
Benefits.  Upon satisfaction of any eligibility
requirements, the Executive shall be entitled to participate in such employee
benefit plans and to receive such other fringe benefits during Executive's term
of employment as are from time to time made generally available to the senior
management of the Company; provided that, if a severance benefit is
payable to the Executive pursuant to Section 2.06, such benefit shall be paid
in lieu of any benefit otherwise payable to Executive pursuant to any Company
severance plan unless such plan expressly provides that payments thereunder
will be made in addition to the severance payments provided hereunder.  Nothing herein shall be construed to require
the Company to establish, or shall preclude the Company, in its absolute
discretion, from changing or amending, in whole or in part, or revoking, any
one or more of such employee benefit plans or programs without notice.  In addition, the Executive shall be entitled
to take time off for vacation or illness in accordance with the Company's
policies established from time to time with respect to the Company's senior
executives.





             Section 2.04.  Expense
Reimbursements.  The Company shall reimburse the Executive
for all proper expenses incurred by Executive in the performance of Executive's
duties hereunder in accordance with the policies and procedures established by
the Board.


             Section 2.05.  Severance
Benefits.  Concurrently herewith, the Executive and
Peapod are entering into the Severance Agreement which provides certain
substantial severance benefits for the Executive in the event of termination of
Executive's employment with the Company. 
The Executive shall be entitled to the benefits of such Severance
Agreement as if the provisions thereof were set forth fully herein.


ARTICLE III

NONCOMPETITION; CONFIDENTIAL INFORMATION


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


ARTICLE IV

MISCELLANEOUS


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


             Section 4.02.  Executive's
Authority; No Conflict.  The Executive represents and warrants to the
Company that the Executive has full right and authority to execute and deliver
this Agreement and to comply with the terms and provisions hereof and that the
execution and delivery of this Agreement and compliance with the terms and
provisions hereof by the Executive will not conflict with or result in a breach
of the terms, conditions or provisions of any agreement, restriction or
obligation by which the Executive is bound.


             Section 4.03.  Assignment
and Succession.  The Agreement shall be binding upon and
shall operate for the benefit of the parties hereto and their respective legal
representatives, legatees, distributees, heirs, and successors and
assigns.  Executive acknowledges that
the services he renders pursuant to this Agreement are unique and
personal.  Accordingly, Executive may
not assign any of the Executive's rights contained in this Agreement or
delegate any of his duties hereunder. 
The Company may assign the Company's rights, duties or obligations under
this Agreement to a purchaser or transferee of all or substantially all of the
Company's assets.





             Section 4.04.  Headings. 
The Article, Section paragraph and subparagraph headings are for
convenience of reference only and shall not define or limit the provisions
hereof.


             Section 4.05.  Applicable
Law.  This Agreement shall at all times be
governed by and construed, interpreted and enforced in accordance with the
internal laws (as opposed to conflict of laws provisions) of the State of
Illinois.


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


             Section 4.07.  Waiver,
Etc.  The waiver of a breach of any provision of
this Agreement shall not operate or be construed to be a waiver of any other
breach.  No delay or omission in the
exercise of any power, remedy, or right herein provided or otherwise available
to any party shall impair or affect the right of such party thereafter to
exercise the same.  Any extension of
time or other indulgence granted to a party hereunder or to any other person
shall not otherwise alter or affect any power, remedy or right of any other
party, or obligations of the party to whom such extension or indulgence is
granted except as specifically waived.


             Section 4.08.  Dispute
Resolution.  Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be settled by
arbitration administered by the American Arbitration Association ("AAA")
in accordance with its rules, to the extent not inconsistent with this
provision.  Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  Such arbitration shall be
conducted in Chicago, Illinois before a single arbitrator.  The parties shall select an arbitrator by
mutual agreement from a panel of arbitrators experienced in arbitrating
employment disputes proposed by the AAA. 
If the parties are unable to agree on an arbitrator, the AAA shall
select an arbitrator in accordance with its procedures.  Nothing herein shall preclude the Company
from seeking and/or obtaining injunctive relief under the Employee
Nonsolicitation and Noncompete Agreement.


             Section 4.09.  Entire
Agreement.  This Agreement, together with the agreements
referred to herein, contain the entire agreement of the parties relating to the
subject matter hereof.  This Agreement
may be modified or discharged only by an agreement in writing signed by the
party against whom enforcement of any modification or discharge is sought.


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


	 	PEAPOD, INC.
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ ANDREW B. PARKINSON


	 	Name:	Andrew B. Parkinson
	 	Title:	Chairman
	 	 	 
	 	 	 
	 	EXECUTIVE:
	 	 	 
	 	 	 
	 	 	/s/ MICHAEL P. BRENNAN


	 	 	Michael P. Brennan