FIRST AMENDMENT TO CREDIT AGREEMENT


          FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"), dated as
of  February  26,  2001,  among  PEAPOD,   INC.,  a  Delaware  corporation  (the
"Borrower"), and KONINKLIJKE AHOLD NV (the "Lender"). All capitalized terms used
herein and not otherwise defined shall have the respective  meanings assigned to
them in the Credit Agreement referred to below.


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

          WHEREAS, the Borrower and the Lender are parties to a Credit Agreement
dated as of April 14, 2000 (the "Credit Agreement");

          WHEREAS,  the Borrower  desires to increase the  Commitment  under the
Credit  Agreement  and the Lender is willing to consent to such  increase in the
Commitment; and

          WHEREAS,  the  parties  hereto wish to amend the Credit  Agreement  to
reflect the increased Commitment;

          NOW, THEREFORE, it is agreed that:

         1.    Amendments.  The Credit Agreement is hereby amended as follows:


          (a) The definition of the term "Commitment" in Section 9 of the Credit
Agreement is hereby  amended by deleting the number  "$20,000,000"  set forth in
said definition and replacing it with the number "$50,000,000."

          (b) The term "Security Documents" in Section 9 of the Credit Agreement
is hereby amended to read in its entirety as follows:

         "'Security   Documents'   shall  mean  the  Security   Agreement,   the
         Intellectual Property Assignment and each Mortgage."

          (c) The following new definition is hereby added,  in appropriate  and
alphabetical sequence, in Section 9 of the Credit Agreement:

          "'Mortgage' shall mean each fee and leasehold  mortgage and collateral
assignment of lease executed and delivered by the Borrower to the Lender."

          (d) Section 4B.02 of the Credit Agreement is hereby amended to read in
its entirety as follows:

         "4B.02 Notice of Borrowing;  Board Resolutions.  Prior to the making of
         each Loan, the Lender shall have received a notice of borrowing meeting
         the  requirements  of  Section  1.02,  together  with  a  copy  of  the
         resolutions  of the  Borrower's  Board of  Directors,  certified by its
         Secretary, authorizing Borrower to incur such Loan."

          (e) The Credit  Agreement is hereby amended by (i) deleting  Schedules
I, 5.04 and 5.10(b) to the Credit Agreement in their entirety and (ii) inserting
in lieu thereof Schedules I, 5.04 and 5.10(b) attached hereto as Annex I.

          2. Representations and Warranties.  The Borrower repeats and reaffirms
the  representations  and  warranties  made  by it in  Section  5 of the  Credit
Agreement  with the same effect as though such  representations  and  warranties
were made on and as of the date hereof (and for such purpose all  references  in
said  representations  and  warranties  to "this  Agreement"  shall refer to the
Credit Agreement as amended hereby),  and the Borrower hereby further represents
and warrants to the Lender that (a) the Borrower has full power and authority to
execute,  deliver and perform this  Amendment and each  Mortgage  referred to in
Section  3 below  (collectively,  together  with  the UCC  financing  statements
referred to in Section 3 below, the "Amendment  Documents");  (b) each Amendment
Document has been duly  executed and  delivered by the Borrower and  constitutes
its legal, valid and binding  obligation,  enforceable  against it in accordance
with its terms;  (c) the execution,  delivery and performance by the Borrower of
each  Amendment  do not  violate,  conflict  with or  constitute a breach of the
Borrower's   articles  or  certificate  of  incorporation  or  By-law,  any  law
applicable  to it or any court  order,  contract or agreement by which it or its
properties are bound; (d) no consent,  approval or  authorization  of, or filing
with,  any  governmental  authority,  and no  consent  of any other  Person,  is
required in connection with the Borrower's execution,  delivery, and performance
of any Amendment Document and the transactions  contemplated hereby and thereby,
except for those already duly obtained;  (e) Annex II attached hereto lists each
real property  leasehold  interest of the Borrower (the "Leasehold  Interests"),
and all the  information  set forth in said  Annex II with  respect of each such
Leasehold  Interest  is true and  correct;  (f) Annex III hereto  lists (1) each
location  at which any  inventory  or  equipment  of the  Borrower or any of its
subsidiaries  is held,  (2) each  location  at which the  Borrower or any of its
subsidiaries  maintains an office (specifically  identifying the location of the
Borrower's  and  each of its  subsidiaries'  chief  executive  office),  (3) all
patents, trademarks and copyrights of the Borrower and it subsidiaries which are
registered with the U.S. Patent and Trademark  Office or the Copyright Office or
with  any  similar  public  office  of  any  other  jurisdiction   (specifically
identifying the registered  owner of each such patent,  trademark and copyright,
the office where the same is registered  and the  registration  number,  if any,
thereof), and (4) the names of all subsidiaries of the Borrower. All information
in said Annex III is true and correct; and (g) all information  contained in the
Schedules  attached as Annex I hereto is true and correct and any such Schedules
do not omit any information required to be included therein.

          3. Conditions to Effectiveness and to Additional Borrowings. Section 1
hereof, and the amendments to the Credit Agreement made pursuant thereto,  shall
become  effective  upon the  execution  and  delivery  of  counterparts  of this
Amendment  by the  Borrower and the Lender;  provided,  however,  that until the
delivery to the Lender of all documents and instruments  specified in paragraphs
(a) through (g) below,  in form and substance  satisfactory  to the Lender,  the
Lender  shall not  hereafter  be  obligated  to lend to the  Borrower  more than
$6,000,000  in aggregate  principal  amount or more than  $3,000,000  in any one
month (and the  obligation  to make any such Loans shall in any event be subject
to the  satisfaction of the conditions  precedent set forth in Section 4B of the
Credit  Agreement before giving effect to the amendments to the Credit Agreement
provided for herein):


          (a) Mortgages duly executed and delivered by the Borrower with respect
to real estate leasehold interests of the Borrower specified by the Lender, each
such  Mortgage to be in proper form for filing or recording in each  appropriate
public office;

          (b) UCC-11  search  results for the Borrower and its  subsidiaries  in
each jurisdiction specified by the Lender;

          (c) UCC financing  statements with respect to the Collateral,  listing
the Borrower and/or its subsidiaries,  as specified by the Lender, as debtor and
the Lender as secured  party and in proper form for filing in each  jurisdiction
specified by the Lender;

          (d)  Patent,  trademark  and  copyright  collateral  assignments  with
respect to any registered patents, trademarks and copyrights of the Borrower and
its subsidiaries specified by the Lender;

          (e) Resolutions of the Board of Directors of the Borrower  authorizing
the execution, delivery and performance of each Amendment Document;

          (f) Opinion of Sidley & Austin,  counsel to the Borrower,  in form and
substance  satisfactory  to the  Lender,  as to  the  Amendment  Documents,  the
transaction  contemplated  thereby and as to such other customary matters as the
Lender shall specify; and

          (g)  Such  other   documents  and  instruments  as  the  Lender  shall
reasonably specify.

         4.    Miscellaneous.

          (a)  Expenses.  Without  limiting  the  Borrower's  obligations  under
Section 10.01 of the Credit Agreement,  the Borrower agrees to pay all costs and
expenses incurred by the Lender (including, without limitation,  reasonable fees
and  disbursements  of counsel to the Agent) in connection with the preparation,
filing and recordation of the Amendment Documents.

          (b) WAIVER OF JURY TRIAL. THE BORROWER  WAIVES,  TO THE FULLEST EXTENT
PERMITTED  BY LAW,  ANY  RIGHT  IT MAY  HAVE TO A  TRIAL  BY JURY OF ANY  CLAIM,
COUNTERCLAIM,  ACTION OR OTHER  PROCEEDING  ARISING  UNDER OR  RELATING  TO THIS
AMENDMENT AND THE CREDIT AGREEMENT AS AMENDED HEREBY.

          (c) Waiver of Certain Claims.  The Borrower hereby  irrevocably waives
and releases any claims for  punitive,  exemplary or  consequential  damages (or
similar  claims)  which it may now or at any time  hereafter  have  against  the
Lender  hereunder,   under  any  Credit  Document  or  in  connection  with  any
transaction contemplated herein or therein.

          (d) Governing Law. This  Amendment  shall be governed by and construed
in  accordance  with the laws of the  State of New York,  without  regard to the
conflict  of  laws  rules  thereof  which  would  make  the  laws  of any  other
jurisdiction applicable to this Amendment.

          (e) Continuing Effectiveness of Credit Agreement.  Except as expressly
amended hereby, all terms, conditions, covenants, representations and warranties
contained in the Credit Agreement or any other Credit  Document,  and all rights
of the Lender and obligations of the Borrower  thereunder,  shall remain in full
force and effect.  The Borrower confirms that the Credit Agreement and all other
Credit  Documents  are in full  force and effect  and that the  Borrower  has no
defenses, setoffs or counterclaims whatsoever to its obligations thereunder.

          (f) No Third  Party  Beneficiaries.  No Person  other than the parties
hereto shall have any rights hereunder or be entitled to rely on this Amendment,
and all third-party beneficiary rights are hereby expressly disclaimed.

          (g)  Reference  in  Credit  Documents.  From and  after  the date this
Amendment becomes effective,  all references to "Credit Agreement" in any Credit
Document  shall be to the Credit  Agreement  as amended  hereby and as it may be
further amended, modified, supplemented or restated hereafter.

          (h)   Effectiveness.   This  Amendment  shall  become  effective  when
counterparts of this Amendment are signed and delivered  (including  delivery by
facsimile transmission) by each party hereto.

          (i)  Counterparts.  This  Amendment  may be  executed in any number of
separate counterparts, all of which taken together shall be deemed to constitute
one and the same  instrument,  and all  signatures  need not  appear  on any one
counterpart.  Any party  hereto may execute and  deliver a  counterpart  of this
amendment by  delivering  to the other party,  by  facsimile  transmission,  the
signature page of this Amendment  signed by such party.  Any party so delivering
by facsimile  transmission a counterpart  of this  Amendment  signed by it shall
promptly thereafter also deliver a manually signed counterpart of this Amendment
to the other party.

                                    * * * * *

<PAGE>



          IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  their  duly
authorized  officers to execute and deliver this First  Amendment as of the date
first above written.


                                         Borrower


                                         PEAPOD, INC.


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:
<PAGE>



          IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  their  duly
authorized  officers to execute and deliver this First  Amendment as of the date
first above written.


                                         Lender


                                         KONINKLIJKE AHOLD NV


                                         By:
                                            ------------------------------------
                                            Name:
                                            Title: