In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Exhibit 2.01   Strategic Alliance Agreement   This agreement is made and entered into this 30th day of November, 2017 by and between Bravatek Solutions, Inc., a corporation organized under the laws of the State of Colorado, (Bravatek), with an address at 2028 E. Ben White Blvd., Unit #240-2835, Austin, Texas, 78741, and Sibannac, Inc. (COMPANY), a corporation organized under the laws of Nevada, with an address at 2122 E Highland Avenue, Suite 425, Phoenix, Arizona 85016.   Whereas, Bravatek is a corporation, which has technical expertise in security-related software, tools and systems/services (including telecom services) to support, deploy and test its current and potential customers' most critical initiatives.   Whereas, COMPANY a corporation engaged in the business of providing a novel, patented Air Cylinder Wheel, to replace the need for conventional rubber tires on a large range of vehicles used in the mining, military, construction and industries, delivering cost savings and reducing adverse environmental impact.   Whereas, the parties desire to enter into a business relationship which will designate Bravatek as the project based business partnership channel for governmental and non-governmental departments / agencies / units for the purpose of promoting COMPANY's relevant capabilities, products and/or service solutions. Now therefore, the parties mutually agree to enter into a strategic alliance under the following terms and conditions:   1) Duties of Bravatek   Bravatek agrees to serve as a non-exclusive project sales lead finder for COMPANY. In this capacity, Bravatek will use its best efforts to provide the following services to COMPANY.   a. Promote, market and introduce the Products to prospective clients in the government space nationwide.   b. Provide a quarterly Pipeline or project information leads report to COMPANY on a monthly basis which contains a 3-month rolling forecast of potential sales.   c. Follow-up on on-going project leads that COMPANY is actively engaged with or believes is appropriate.   d. Provide COMPANY with any promotional materials, technical papers, white papers, proposals, etc. prior to publication or delivery to prospective clients.

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  2) Duties of COMPANY   COMPANY agrees to use its best efforts to promote and support project lead finding and after-sales support of Bravatek by:   a. Listing Bravatek in all appropriate sales and marketing materials as a non-exclusive alliance partner (with focus of government customers)   b. Provide timely responses to both technical and administrative questions posed by Bravatek.   c. Promote Bravatek's product and service offerings whenever possible.   d. Aid Bravatek in the writing of any technical/marketing/sales documents when requested and participate in mutually-agreed upon sales calls.   e. Provide Bravatek with co-branded marketing material that can be emailed or handed to prospective clients.   3) Obligations of the Parties   Bravatek and COMPANY agree to jointly:   a. Develop and implement a joint Product Solution and Application Strategy whereby targeted markets/potential client- types/applications are mutually agreed upon;   b. Support each other in all agreed-upon technical, marketing and promotional efforts;   c. Develop a joint strategy for developing new product/services/capabilities to mutually benefit both parties;   d. Utilize each other as Preferred Vendors for services whenever possible upon mutual agreement.   4) Compensation   When custom Products are designed, developed and to be delivered to Bravatek-identified perspective clients, the parties shall agree to a proposed sales price for use during the project in writing prior to the commencement of each project.

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  For any Product or Solution sold to any perspective clients introduced by Bravatek registered with COMPANY via email to COMPANY's CEO and delivered through Bravatek or a COMPANY-designated distribution affiliate(s) or sales channel(s), Bravatek will receive a lead-finder fee, to be mutually discussed and finally decided by COMPANY at the range of minimum of 10% to maximum of 20% of project revenue, with an exact fee to be depending upon the overall project sales margin and cost of development and delivery of each project, payable NET 30 days after each client payment on delivered products received at COMPANY's bank account.   5) Confidentiality   Confidential information shall mean any and all technical and non-technical information, documents and materials related to client projects of party and products, services and business of each of the parties. COMPANY and Bravatek agree to maintain in strict confidence and not to disclose or disseminate, or to use for any purposes other than performance of the projects, the Confidential Information disclosed.   The obligation of non-disclosure shall not apply to the following:   a. Information at or after such time that is publicly available through no fault of either party   b. Information at or after such time that is disclosed to either party by a third party entitled to disclose such information   c. Information which is required by law to be disclosed to federal, state or local authorities.   6) Term of Confidentiality   For a period of five (5) years after termination of this Agreement, the parties shall treat as confidential all information and take every reasonable precaution and use all reasonable efforts to prevent the unauthorized disclosure of the same. The parties agree to take all steps reasonably necessary and appropriate to ensure that their employees, agents, and/or assistants treat all information as confidential and to ensure that such employees, agents, and/or assistants are familiar with and abide by the terms of this Agreement.   7) Term   The term of this Agreement is twelve (12) months from the date hereof, and will be automatically renewed for one (1) additional twelve month period unless either party shall notify the other in writing of its intention not to renew. Such notice must be given ninety (90) days prior to expiration of the original term. This Agreement may also be terminated by either party upon ninety (90) days written notice.

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  8) Notices   Any notices required under this Agreement shall be delivered to:   Bravatek Technologies, Inc. 2028 E. Ben White Blvd., Unit #240-2835 Austin, Texas 78741   Sibannac, Inc. 2122 E Highland Avenue, STE 425 Phoenix, AZ 85016   9) Governing Law   This Agreement is entered into in the State of Texas and shall be interpreted according to the laws of the State of Texas.   10) Indemnification   COMPANY shall indemnify Bravatek, its directors, officers and employees, for any and all damages, costs, expenses, and other liabilities, including reasonable attorney's fees and court costs incurred in connection with any third-party claim, action or proceeding arising from the negligence or intentional misconduct of COMPANY or breach of COMPANY of any of its obligations under this Agreement.   Bravatek shall indemnify COMPANY, its directors, officers and employees, for any and all damages, costs, expenses, and other liabilities, including reasonable attorney's fees and court costs, incurred in connection with any third-party claim, action or proceeding arising from the negligence or intentional misconduct of Bravatek or breach of Bravatek of any of its obligations under this Agreement.   11) Modifications   No changes or modifications of this Agreement or any of its terms shall be deemed effective unless in writing and executed by the parties hereto.   12) Assignment   This Agreement shall not be assignable by either party without the prior written consent of the other party.

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  13) Entire Agreement   This Agreement represents the complete and entire understanding between the parties regarding the subject matter hereof and supersedes all prior negotiations, representations, or agreements, either written or oral, regarding this subject matter.       This Agreement shall not be considered accepted, approved or otherwise effective until signed by the appropriate parties.     Bravatek Technologies, Inc.  Sibannac, Inc.     By: /s/ Thomas A.Cellucci  By: /s/ David Mersky     Name: Thomas A. Cellucci  Name: David Mersky     Title: Chairman & CEO  Chief Executive Officer     Date: November 30, 2017  Date: November 30, 2017

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Question: Highlight the parts (if any) of this contract related to Minimum Commitment that should be reviewed by a lawyer. Details: Is there a minimum order size or minimum amount or units per-time period that one party must buy from the counterparty under the contract?
For any Product or Solution sold to any perspective clients introduced by Bravatek registered with COMPANY via email to COMPANY's CEO and delivered through Bravatek or a COMPANY-designated distribution affiliate(s) or sales channel(s), Bravatek will receive a lead-finder fee, to be mutually discussed and finally decided by COMPANY at the range of minimum of 10% to maximum of 20% of project revenue, with an exact fee to be depending upon the overall project sales margin and cost of development and delivery of each project, payable NET 30 days after each client payment on delivered products received at COMPANY's bank account.

Exhibit 10.11

AMENDMENT AND TERMINATION

OF

JOINT VENTURE AGREEMENT

This AMENDMENT AND TERMINATION OF JOINT VENTURE AGREEMENT (this Amendment) is made and entered into effective as of October 30, 2019 (the Effective Date) by and among (1) Veoneer AB, a Swedish corporation (Veoneer AB) and Veoneer US, Inc., a Delaware corporation (Veoneer US and together with Veoneer AB, the Veoneer Parties), and (2) Nissin Kogyo Co., Ltd., a Japanese corporation (Nissin), Nissin Kogyo Holdings USA, Inc., an Ohio corporation (Nissin Holding) and Zhongshan Nissin Industry Co., Ltd., a Peoples' Republic of China company (NBZ and together with Nissin and Nissin Holding, the Nissin Parties), as an amendment to that certain Joint Venture Agreement dated March 7, 2016 by and among Autoliv ASP, Inc. (Autoliv ASP), Autoliv AB (Autoliv AB) and Autoliv Holding, Inc. (Autoliv Holding and together with Autoliv ASP and Autoliv AB, the Autoliv Parties) and the Nissin Parties, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and in effect on the date hereof (the JV Agreement). Capitalized terms not defined in this Amendment shall have the meanings as assigned thereto in the JV Agreement.

RECITALS

(A)The Autoliv Parties and the Nissin Parties entered into the JV Agreement as of March 7, 2016 to engage in the JV Business through Veoneer Nissin Brake Systems Japan, Co., Ltd. (VNBJ), Veoneer Nissin Brake Systems America, LLC (whose corporate name has since been changed to Veoneer Brake Systems, LLC, VNBA), Veoneer Nissin Brake Systems (Zhongshan), Co., Ltd. (VNBZ) and Autoliv Nissin Brake Research Asia Co., Ltd. (ANRA);

(B)The Autoliv Parties, the Veoneer Parties and the Nissin Parties entered into that certain Addendum to Joint Venture Agreement as of September 3, 2018 pursuant to which (i) Autoliv ASP assigned the JV Agreement as well as all the rights and obligations thereunder to Veoneer US and ceased to be a party thereto and (ii) each of Autoliv AB and Autoliv Holding assigned the JV Agreement as well as all the rights and obligations thereunder to Veoneer AB and ceased to be a party thereto;

(C)Notwithstanding the preceding paragraph (B), Autoliv AB remains a party to the JV Agreement only in relation to ANRA and only to the extent necessary to deal with the liquidation proceedings of ANRA;

(D)Nissin and the Veoneer Parties entered into that certain VNBA Separation Agreement as of June 14, 2019 pursuant to which, among other things, Nissin Holding sold, and Veoneer Roadscape Automotive, Inc. purchased, as of June 28, 2019, all of Nissin Holding's membership interests in VNBA;

(E)The Veoneer Parties and the Nissin Parties entered into that certain Amendment to Joint Venture Agreement as of June 28, 2019 pursuant to which, among other things, the JV Agreement ceased to have any application or effect to VNBA as of June 28, 2019;

(F)Honda Motor Co., Ltd. (Honda), as of the Effective Date, Nissin and Veoneer AB entered into those certain (1) VNBJ Share Purchase Agreement, pursuant to which Veoneer AB is selling, and Honda and Nissin are purchasing, all of Veoneer AB's outstanding shares in VNBJ (the VNBJ SPA, and the consummation of the transactions pursuant to the terms of the VNBJ SPA, the VNBJ Closing) and (2) VNBZ Share Purchase Agreement, pursuant to which Veoneer AB is selling, and Honda and Nissin are purchasing, all of Veoneer AB's equity interests in VNBZ (the VNBZ SPA, and the consummation of the transactions pursuant to the terms of the VNBZ SPA, the VNBZ Closing); and





(A)Upon the later of the VNBJ Closing and the VNBZ Closing, no Veoneer Party will hold any equity interest in any of the Companies.

NOW, THEREFORE, the Veoneer Parties and the Nissin Parties hereby agree as follows:

Article 1.Amendment and Termination of JV Agreement

a.As of the VNBJ Closing, except as expressly set forth in this Amendment, the JV Agreement shall immediately cease to have any application or effect with respect to VNBJ, all rights and obligations with respect to VNBJ under the JV Agreement shall terminate and all references to Company or Companies in the JV Agreement (either in the body of the JV Agreement or its schedules and other attachments) shall read and be interpreted to mean VNBZ and/or ANRA except as the context otherwise requires.

b.As of the VNBZ Closing, except as expressly set forth in this Amendment, the JV Agreement shall immediately cease to have any application or effect with respect to VNBZ, all rights and obligations with respect to VNBZ under the JV Agreement shall terminate and all references to Company or Companies in the JV Agreement (either in the body of the JV Agreement or its schedules and other attachments) shall read and be interpreted to mean VNBJ and/or ANRA except as the context otherwise requires.

c.Except as expressly set forth in this Amendment and notwithstanding anything to the contrary contained in the JV Agreement (including Section 9.3.11 (Termination and Survival)), (a) effective as of the later of the VNBJ Closing and the VNBZ Closing, the JV Agreement shall terminate in its entirety with respect to the Veoneer Parties and (b) after the later of the VNBJ Closing and the VNBZ Closing, the Veoneer Parties shall cease to be a party to the JV Agreement and shall have no further obligations with respect thereto. For clarity, upon the later of the VNBJ Closing and the VNBZ Closing, the JV Agreement will remain in full force and effect in accordance with the terms thereof solely between the Nissin Parties and Autoliv AB with respect to the liquidation proceedings of ANRA.

d.Notwithstanding Article 1.1, Article 1.2 and Article 1.3 above, the termination of the JV Agreement with respect to VNBJ, VNBZ or the Veoneer Parties shall not release any Veoneer Party or any Nissin Party from liability for the breach of any of its representations, warranties, covenants or agreements set forth in the JV Agreement that arise prior to the VNBJ Closing or the VNBZ Closing, as applicable.

Article 2.D&O Indemnity

Notwithstanding Article 1.1, Article 1.2 and Article 1.3 above, the Nissin Parties agree to cause each of VNBJ and VNBZ to comply with Sections 4.3.2 and 4.3.3 of the JV Agreement with respect to the indemnification or reimbursement, as applicable, of all Directors and Officers (except those individuals resigning pursuant to Section 6.2.6 of the VNBJ SPA and Section 6.2.6 of the VNBZ SPA) with respect to any Liabilities arising prior to the VNBJ Closing or the VNBZ Closing, as applicable.

Article 3.Governing Law

This Amendment shall be governed by and construed in accordance with the laws of Japan.

Article 4.Effectiveness

This Amendment shall only become effective upon the VNBJ Closing with respect to Article 1.1 and the VNBZ Closing with respect to Article 1.2, and shall terminate without any force or effect in the event that the VNBJ SPA and the VNBZ SPA are terminated in accordance with the terms thereof.

(The remainder of this page has intentionally been blank.)





IN WITNESS WHEREOF, each of the Veoneer Parties and the Nissin Parties has caused this Amendment to be executed through its duly authorized representative effective as of the date first above written.

Veoneer AB

By: /s/ Mats Backman Name: Mats Backman Title: Director

By: /s/ Amelie Wendels Name: Amelie Wendels Title: Director

Veoneer US, Inc.

By: /s/ Eric R. Swanson Name: Eric R. Swanson Title: President & Secretary

Nissin Kogyo Co., Ltd.

By: /s/ Yasushi Kawaguchi Name: Yasushi Kawaguchi Title: Representative Director, President for and on behalf of each of the Nissin Parties

Signature Page to Amendment and Termination of Joint Venture Agreement





IN WITNESS WHEREOF, each of the following companies hereby acknowledges and agrees to be bound by the terms and conditions set forth in this Amendment:

Veoneer Nissin Brake Systems Japan Co., Ltd.

By: /s/ John T. Jensen Name: John T. Jensen Title: President, Representative Director

Veoneer Nissin Brake Systems (Zhongshan) Co., Ltd.

By: /s/ Steven M. Rodé Name: Steven M. Rodé Title: Director

Signature Page to Amendment and Termination of Joint Venture Agreement 
Question: Highlight the parts (if any) of this contract related to Governing Law that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?
This Amendment shall be governed by and construed in accordance with the laws of Japan.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY [*]. THE  CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

                             SPONSORSHIP AGREEMENT

This agreement (Agreement) is entered into as of the 15th day of December, 1997 (Effective Date), by and between Excite, Inc., a California corporation, located at 555 Broadway, Redwood City, California 94063 (Excite), and NetGrocer, Inc. a Delaware corporation, located at 333 Seventh avenue, 11th Floor, New York, NY 10001 (NetGrocer).

                                    RECITALS

A.       Excite maintains a site on the Internet at http://www.excite.com (the          Excite Site) and owns and/or manages related World Wide Web sites          worldwide (collectively, the Excite Site and the related web sites are          referred to as the Excite Network) which, among other things, allow          its users to search for and access content and other sites on the          Internet.

B.       Within the Excite Site, Excite currently organizes certain content          into topical channels, including a Shopping Channel.

C.       NetGrocer operates an online supermarket service at its Web site          located at http://www.netgrocer.com (the NetGrocer Site).

D.       NetGrocer wishes to promote use of the NetGrocer Site to Excite's          users by sponsoring the Excite Shopping Channel and purchasing banner          advertising and other promotional links on the Excite Site.

1.       SPONSORSHIP

         a)       Excite will promote NetGrocer in the Excite Shopping Channel                   as follows:

                  i)       For the term of this Agreement, Excite will display                            a text and/or graphic link (consistent with the                            format used on similar links on the same page) to                            the NetGrocer Site on the Excite Shopping Channel                            main page.

                  ii)      Excite will display a text and/or graphic link                            (consistent with the format used on similar links on                            the same page) to the NetGrocer Site in the home                            page of the Excite Shopping Channel Such a Deal                            promotion in four separate one-week segments during                            each year of the term of the Agreement, once every                            calendar quarter.

                  iii)     Excite will display a text and/or graphic link                            (consistent with the format used on similar links on                            the same page) to the NetGrocer Site in the home                            page of the Excite Shopping Channel Shop Here                            First promotion in four separate one-week segments                            during the term of the Agreement, once every                            calendar quarter. Excite shall not display the link                            under this Section 1 (a)(iii) in the same weeks as                            the promotional link under Section 1 (a)(ii).

                  iv)      For the term of the Agreement, Excite will display a                            text and/or graphic link (consistent with the format                            listed on similar links on the same page) to the                            NetGrocer Site on the front page of the Gourmet and                            Groceries department of the Excite Shopping                            Channel.

                  v)       Excite will display a text and/or graphic link                            (consistent with the format used on similar links on                            the same page) to the NetGrocer Site in the Shop                            Here First promotion in the Gourmet and Groceries                            department of the Excite Shopping Channel for the                            term of the Agreement. Such link will be displayed                            as the left-most link or top-most link at least                            fifty percent (50%) of the time.

                  vi)      Excite currently plans to develop a coupon promotion                            area in the Excite Shopping Channel, tentatively                            called Coupon Corner. When launched, Excite will                            display an advertising banner or text or graphic                            link (consistent with the format used on similar                            links on the same page) to the NetGrocer Site will                            Coupon Corner for the remainder of the term of the                            Agreement.

         b)       Excite will promote NetGrocer in the Excite Site as follows:





                  i)       For the term of the Agreement, Excite will display a                            link to the NetGrocer Site (consistent with the                            format used on similar links on the same page) in                            the default configuration of the Favorite Links                            listing of Web sites on the home page of the Health                            & Fitness and the Food & Drink departments of the                            Lifestyle Channel, and the home page of the                            Lifestyle Channel in the Excite Site.

                  ii)      For the term of the Agreement, Excite will display a                            text and/or graphic link (consistent with the format                            used on similar links on the same page) to the                            NetGrocer Site on the Exciting Stuff' promotion on                            the home page of the Lifestyle Channel and the home                            page of the Food & Drink department of the Lifestyle                            Channel in the Excite Site.

                  iii)     Excite will display a text and/or graphic link                            (consistent with the format used on similar links on                            the same page) to the NetGrocer

                                      -2-

                           Site in the area reserved for promotional rotations                            on the home page of the Excite Site for one week in                            each year of the term of the Agreement.

                  iv)      Excite will display NetGrocer's advertising banners                            in the Lifestyle and Shopping Channels on the Excite                            Site.

                  v)       Excite will display a link (consistent with the                            format used on similar links on the same page) to a                            co-branded version of the NetGrocer Site in the                            Try, These First area on Excite Search results                            pages in response to mutually determined relevant                            search terms. The co-branded version of the                            NetGrocer Site will comply with Excite's                            then-current standards applicable to third party                            sites promoted through Try, These First links.

                  vi)      For the term of the Agreement, Excite will display a                            link to the NetGrocer Site (consistent with the                            format used on similar links on the same page) in                            the default configuration of the services or                            comparable module on the default configuration of                            the My Excite Channel.

         c)       Excite will display NetGrocer's advertising banners on Excite                   Search results pages on the Excite Site in response to                   mutually determined keywords, including the following:                   NetGrocer, Peapod, Oncart, Shoppers Express, grocery,                   groceries, women, female, disabled, senior, military, family,                   baby, kids, children, pets, dogs, cats staples, supermarket,                   drug store, and club store. Excite will work with NetGrocer                   to develop a more extensive list of keywords and, when Excite                   implements keyphrase advertising banners, Excite will                   work-with NetGrocer to develop a mutually-determined list of                   keyphrases.

         d)       For the term of the Agreement, Excite will display                   NetGrocer's advertising banners in general rotation on the                   Excite Site, on the MailExcite free email service and on                   Excite's Internet chat service.

         e)       Excite will use reasonable commercial efforts to deliver [*]                   Impressions of the promotional placements and advertising                    banners described in Sections 1 (a) - (d) in the first year                    of the term of the Agreement and to deliver [*] Impressions                   of the promotional placements and advertising banners                    described in Sections 1 (a) - (d) in the second year                   of the term of the Agreement. For the purposes of this                   Agreement, an Impression is defined as any link to the                   NetGrocer Site, whether graphic, text or any combination of                   graphic and text, served by Excite to a user as part of an                   HTML page, part of the Excite's Internet chat service or part                   of search results displayed in Excite Shopping Service                   powered by Jango.

                                      -3-

         f)       Excite guarantees that it will deliver [*] Click-throughs on                   the promotional placements and advertising banners described                   in Section 1 (a) - (d) in the first year of the term of the                   Agreement by delivering [*] of the annual guaranteed                   Click-throughs in the first quarter of the first year of                   the term of the Agreement, a cumulative total of [*] of the                   annual guaranteed Click-throughs in the second quarter of                   the first year of the term of the Agreement, a cumulative                   total of [*] of the annual guaranteed Click-throughs in                   the third quarter of the first year of the term of the                   Agreement and a cumulative total of 100% of the annual                   guaranteed Click-throughs in the fourth quarter of the





                  first year of the term of the Agreement. Excite guarantees                   that it will deliver four million fifty thousand (4,050,000)                   Click-throughs on the promotional placements and                   advertising banners described in Section 1(a) - (d) in the                   second year of the term of the Agreement by delivering [*] of                   the annual guaranteed Click-throughs in the first quarter                   of the second year of the term of the Agreement, a cumulative                   total of [*] of the annual guaranteed Click-throughs in the                   second quarter of the second year of the term of the                   Agreement, a cumulative total of [*] of the annual guaranteed                   click-throughs in the third quarter of the second year of                   the term of the Agreement and a cumulative total of 100% of                   the annual guaranteed Click-throughs in the fourth quarter                   of the second year of the term of the Agreement. For the                   purposes of this Agreement, a Click-through occurs when a                   user activates the link to the NetGrocer Site (the address or                   addresses of which are provided by NetGrocer for such                   Impression) contained in an Impression and (i) the activation                   of the link to the NetGrocer Site is recorded by Excite's                   servers or (ii) in the case of Try These First links only,                   until Excite has the technical capability to count the                   activation of Try These First links to the NetGrocer Site,                   the user is referred to the NetGrocer Site through the                   activation of a Try These First' link and the referral is                   recorded by NetGrocer's servers. Until Excite has the                   technical capability to count the activation of Try These                   First links to the NetGrocer Site, NetGrocer will report to                   Excite the number of Try These First referrals it records                   within twenty (20) days following the end of each calendar                   month.

         g)       If Excite misses any quarterly guaranteed Click-through                   amount, Excite will make good the difference within [*]                   days following the end of such quarter. If Excite does                   not make good the difference within [*] days, NetGrocer may                    suspend (but not eliminate) its payments of the sponsorship                    and advertising fees described in Section 5(b) and 5(c) until                   the make-good is delivered, at which time NetGrocer will                    resume its payments of the sponsorship and advertising fees.

         h)       Excite will use commercially reasonable efforts to maintain                   the Excite Network and display the promotional placements and                   advertising banners

                                      -4-

                  described in Section 1 (a) - (d) during the term of the                   Agreement and to display the promotional placements and                   advertising banners on the Excite Site in the following                   proportions: [*] in the Shopping Channel, [*] in the other                   targeted Channels and keyword banners and [*] in general                   rotation.

         i)       The content and design of the advertising banners described                   in Section 1(a) - (d) will be created by NetGrocer subject to                   Excite's then-current standards applicable to advertising                   banners.

         j)       Excite will provide account management support for                   NetGrocer's sponsorship of the Excite Site. Excite and                   NetGrocer will hold monthly review of the performance of the                   promotional placements and advertising banners described in                   Section 1 (a) - (d) and the sponsorship objectives.

2.       LAUNCH DATE

         a)       The Launch Date is the date of the first display of the                   promotional placements and advertising banners described in                   Sections 1 (a) - (d). The parties intend that the Launch Date                   will be December 15, 1997.

         b)       NetGrocer and Excite will use reasonable efforts to achieve                   the scheduled Launch Date provided that, no later than                   fourteen (14) days prior to the scheduled Launch Date,                   NetGrocer provides final versions of all graphics, text,                   keywords, banner advertising, promotional placements, other                   promotional media and valid URL links necessary to implement                   the promotional placements and advertising banners described                   in Section 1 (a) - (dj (collectively, Impression Material)                   to Excite.

         c)       In the event that NetGrocer fails to provide the Impression                   Material to Excite fourteen (14) days in advance of the                   scheduled Launch Date, Excite may (i) reschedule the Launch                   Date according to the availability of Excite's engineering                   resources after delivery of the complete Impression Material                   or (ii) commence delivery of Impressions based on Impression                   Material in Excite's possession at the time.

         d)       NetGrocer may revise, update and/or replace the Impression                   Material at any time in its sole discretion. Within three (3)                   business days of Excite's receipt of any revised advertising                   banners, Excite shall replace the former advertising banners                   with the updated advertising banners. Text and/or graphics in                   the Exciting Stuff' and Such A Deal promotions may be





                  replaced with new text and/or graphics twice per month. All                   other text links may be replaced with new text links once per                   month.

                                      -5-

3.       EXCLUSIVITY

         a)       For the term of the Agreement, Excite will not enter into any                   agreement to display and shall not display on the Excite Site                   content created by Excite promoting NetGrocer's                   Competitors, content created by NetGrocer's Competitors,                   promotional placements and/or advertising banners from                   NetGrocer's Competitors or make available on the Excite Site                   online supermarket sales offered by NetGrocer's Competitors.

         b)       For the purposes of this Agreement, Competitors means                   online supermarkets, which offer selections of consumer                   packaged goods and groceries comparable to NetGrocer or                   off-Web supermarkets, as listed in Exhibit A. The parties may                   amend Exhibit A from time to time and Excite will not                   unreasonably withhold its consent to the inclusion of bona                   fide Competitors submitted by NetGrocer.

         c)       In the event of a dispute between the parties regarding the                   inclusion or exclusion of an online supermarket from Exhibit                   A or the display on the Excite Site of advertising or                   promotional material from an online supermarket, the parties                   will follow the dispute resolution process described in                   Section 13(c) without the prerequisite of submitting the                   dispute to mediation. In the event that it is determined that                   Excite violated the Agreement by excluding a bona fide                   NetGrocer Competitor from Exhibit A or displayed on the                   Excite Site advertising or promotional material from a bona                   fide NetGrocer Competitor, Excite will be obligated to (i)                   immediately add the online supermarket to Exhibit A, (ii)                   immediately remove from the Excite Site any advertising or                   promotional material from the online supermarket and (iii)                   provide NetGrocer with advertising and promotional value,                   without additional cost, equal to the advertising and                   promotional value provided to the online supermarket prior to                   the removal of its advertising and promotional material from                   the Excite Site.

         d)       Notwithstanding the foregoing, Excite may display Excite                   Search results links to NetGrocer's Competitors in Excite                   Search results pages in response to user queries, may display                   links to NetGrocer's Competitors in Excite's general                   directory of Web sites and, after giving NetGrocer reasonable                   advance notice, in search results displayed in Excite                   Shopping Service powered by Jango. For the term of this                   Agreement. Excite will display links to the NetGrocer Site as                   search results displayed in Excite Shopping Service powered                   by Jango for the categories for which NetGrocer carries                   products until requested not to do so by NetGrocer.

                                      -6-

4.       CUSTOMER INFORMATION

         NetGrocer retains all right, title and interest to information          regarding customers who access the NetGrocer Site pursuant to the          Agreement.

5.       SPONSORSHIP, ADVERTISING AND CLICK-THROUGH FEES

         a)       A one-time sponsorship initiation fee of [*] is due and will                   be paid to Excite upon execution of the Agreement as                   compensation for costs of initiating access to the Excite                   Network, set-up costs and other expenses associated with                   Excite's initiation of the links, placements, advertisements                   and promotions contemplated by this Agreement.

         b)       Separate and apart from the one-time sponsorship initiation                   fee NetGrocer shall pay to Excite sponsorship and advertising                   fees for the first year of the term of the Agreement in the                   total amount of [*] payable in nine equal monthly                   installments of [*], commencing on March 15, 1998. NetGrocer                   will pay the remainder of the monthly installments on or                   prior to the fifteenth day of each of the next eight (8)                   calendar months.

         c)       Separate and apart from the one-time sponsorship initiation                   fee, NetGrocer shall pay to Excite sponsorship and                   advertising fees for the second year of the term of the                   Agreement in the total amount of [*] payable in equal monthly                   installments of [*], commencing on December 15, 1998.                   NetGrocer will pay the remainder of the monthly installments                   on or prior to the fifteenth day of each of the next eleven                   (11) calendar months.

         d)       Separate and apart from the one-time sponsorship initiation                   fee and sponsorship and advertising fees, NetGrocer will pay





                  Excite [*] for each Click-through on the promotional                   placements and advertising banners described in Section 1(a)                   - (d) occurring during that year in excess of [*] during the                   first year of the term of the Agreement. NetGrocer will make                   these Click-through payments (if any) to Excite within thirty                   (30) days of Excite's monthly report and invoice reflecting                   Click-throughs during the first year of the term of the                   Agreement in excess of [*]

         e)       Separate and apart from the one-time sponsorship initiation                   fee and sponsorship and advertising fees, NetGrocer will pay                   Excite [*] for each Click-through on the promotional                   placements and

                                      -7-

                  advertising banners described in Section 1(a) - (d) in excess                   of [*] occurring in the second year of the term of the                   Agreement. NetGrocer will make these Click-through payments                   (if any) to Excite with within thirty (30) days of Excite's                   monthly report and invoice reflecting Click-throughs during                   the second year of the term of the Agreement in excess of [*]

         f)       In its sole discretion, during the first year of the term of                   the Agreement NetGrocer may elect to terminate the display of                   its banner advertising on the Excite Network for the                   remainder of the first year of the term of the Agreement once                   the number of Click-throughs on the promotional placements                   and advertising banners described in Section 1 (a) - (d)                   exceeds [*] in the first year of the term of the Agreement.                   This election will not relieve NetGrocer of its obligation to                   make Click-through payments on non--banner Impressions.

         g)       In its sole discretion, during the second year of the term of                   the Agreement, NetGrocer may elect to terminate the display                   of its banner advertising on the Excite Network once the                   number of Click-throughs on the promotional placements and                   advertising banners described in Section 1 (a) - (d) exceeds                   [*] in the second year of the term of the Agreement. This                   election will not relieve NetGrocer of its obligation to make                   Click-through payments on non-banner Impressions.

         h)       The one-time sponsorship initiation fee, sponsorship and                   advertising fees and Click-through payments are net of any                   agency commissions to be paid by NetGrocer.

         i)       During the term of the Agreement, on a weekly basis, Excite                   will provide NetGrocer with a detailed report showing the                   number of Impressions of the advertising banners described in                   Section 1 (a) - (d) and the number of Click-throughs on the                   advertising banners described in Section 1 (a) - (d).

         j)       During the term of the Agreement, within twenty (20) days                   following the end of each calendar month, Excite will send                   NetGrocer a detailed report showing the number of Impressions                   of the different promotional placements and text links                   described in Section 1 (a) - (d) and the number of                   Click-throughs on the promotional placements described in                   Section 1 (a) - (d).

         k)       Excite will maintain accurate records with respect to                   calculation of all payments due under this Agreement.                   NetGrocer may, upon no less than thirty (30) days prior                   written notice to Excite cause an independent Certified                   Public Accountant to inspect the records of Excite reasonably

                                      -8-

                  related to the calculation of such payments during Excite's                   normal business hours. The fees charged by such Certified                   Public Accountant will be paid by NetGrocer unless the audit                   finds a discrepancy of more than five percent (5%) with                   respect to the item being audited, in which case Excite shall                   be responsible for the payment of the reasonable fees for                   such inspection.

6.       PUBLICITY

                  Neither party will make any public statement, press release                   or other announcement relating to the terms of or existence                   of this Agreement without the prior written approval of the                   other party, except as may be required to the extent advised                   by counsel for a party that such disclosure is necessary or                   appropriate to comply with applicable law. Notwithstanding                   the foregoing, the parties agree to issue an initial press                   release regarding the relationship between Excite and                   NetGrocer, the timing and wording of which will be mutually                   agreed upon,.

7.       OTHER BUSINESS OPPORTUNITIES

         a)       Excite currently plans to develop a consumer packaged goods                   (CPG) program that would combine the broad reach of the                   Excite Network with the depth of CPG merchants' industry





                  contacts and sales staffs. Under this program, Excite and                   each CPG merchant would develop co-branded Web pages on the                   Excite Network that would promote the merchant's goods cr                   provide content of interest to Excite's users. Excite would                   run dual promotional efforts, one that sends consumers to                   each CPG merchant's co-branded area and a second that sends                   consumers to the portion of the Excite Network that promotes                   the entire CPG program. Excite and NetGrocer agree to                   negotiate in good faith to establish the terms and conditions                   for NetGrocer's participation in Excite's CPG program when                   and if launched.

         b)       Excite currently plans to make available sponsorship                   opportunities on its WebCrawler Site (located at                   http://www.webcrawler.com) generally similar to the                   opportunity described by this Agreement, with the significant                   exception that merchants will not be granted category                   exclusivity or rights to exclude competitors on the                   WebCrawler Site. Excite and NetGrocer agree to negotiate in                   good faith to establish the terms and conditions for                   NetGrocer's participation in available sponsorship                   opportunities on the WebCrawler Site when and if launched.

                                      -9-

8.       TERM AND TERMINATION

         a)       The term of this Agreement will begin on December 15, 1997                   and will end the later of (i) December 15, 1999 or (ii)                   Excite's delivery of all of the guaranteed Click-throughs                   described in Section 1(f).

         b)       Either party may terminate this Agreement, in the event that                   the other party materially breaches its obligations or                   guarantees hereunder and such breach remains uncured for                   sixty (60) days following written notice to the breaching                   party of the breach.

         c)       All payments that would be due pursuant to Sections 5(b) -                   (d) up to the date of any termination or expiration of this                   Agreement will be payable in full within thirty (30) days                   following such termination or expiration.

         d)       The provisions of Section 4 (Customer Information), Section                   9(a) and 9(b), Section 10 (Confidentiality), Section 11                   (Warranty and Indemnity), Section 12 (Limitation of                   Liability) and Section 13 (Dispute Resolution) will survive                   any termination or expiration of this Agreement.

9.       TRADEMARK OWNERSHIP AND LICENSE

         a)       NetGrocer retains all right, title and interest in and to the                   NetGrocer Site, its trademarks, service marks and trade names                   worldwide, subject to the limited license granted to Excite                   hereunder.

         b)       Excite will retain all right, title and interest in and to                   its trademarks, service marks and trade names worldwide,                   subject to the limited license granted to NetGrocer                   hereunder.

         c)       Each party hereby grants to the other a non-exclusive,                   limited license to use its trademarks, service marks or trade                   names only as specifically described in this Agreement. All                   such use shall be in accordance with each party's reasonable                   policies regarding advertising and trademark usage as                   established from time to time.

         d)       Upon the expiration or termination of this Agreement, each                   party will cease using the trademarks, service marks and/or                   trade names of the other and Excite will cease the display of                   any banner advertising and/or links to the NetGrocer Site                   except as the parties may agree in writing.

10.      CONFIDENTIALITY

         a)       For the purposes of this Agreement, Confidential                   Information means information received from the disclosing                   party or any of its affiliates or representatives about the                   disclosing party's (or its suppliers') business or

                                      -10-

                  activities that is proprietary and confidential, which shall                   include all business, financial, technical trade secret and                   other information of a party marked or designated by such                   party as confidential or proprietary.

         b)       Confidential Information will not include information that                   (i) is in or enters the public domain without breach of this                   Agreement, (ii) the receiving party lawfully receives from a                   third party without restriction on disclosure and without                   breach of a nondisclosure obligation or (iii) the receiving                   party knew prior to receiving such information from the





                  disclosing party or develops independently.

         c)       Each party agrees (i) that it will not disclose to any third                   patty or use any Confidential Information disclosed to it by                   the other except as expressly permitted in this Agreement and                   (ii) that it will take all reasonable measures to maintain                   the confidentiality of all Confidential Information of the                   other party in its possession or control, which will in no                   event be less than the measures it uses to maintain the                   confidentiality of its own information of similar importance.

         d)       Notwithstanding the foregoing, each party may disclose                   Confidential Information (i) to the extent required by a                   court of competent jurisdiction or other governmental                   authority or otherwise as required by law or (ii) on a                   need-to-know basis under an obligation of confidentiality                   to its employees, legal counsel, accountants, banks and other                   financing sources and their advisors.

         e)       The terms and conditions of this Agreement will be deemed to                   be the Confidential Information of each party and will not be                   disclosed without the written consent of the other party.

11.      WARRANTY AND INDEMNITY

         a)       NetGrocer will indemnify, defend and hold harmless Excite,                   its affiliates, officers, directors, employees, consultants                   and agents from any and all third party claims, liability,                   damages and/or costs (including, but not limited to,                   reasonable attorneys fees) arising from:

                           i)       The breach of any warranty, representation                                     or covenant in this Agreement; or

                           ii)      Any claim that the advertising banners                                     created by NetGrocer infringe or violate                                     any third party's copyright, patent, trade                                     secret, trademark, right of publicity or                                     right of privacy or contain any defamatory                                     content; or

                                      -11-

                           iii)     Any claim arising from content displayed on                                     the NetGrocer Site;

                  provided that Excite will promptly notify NetGrocer of any                   and all such claims and will reasonably cooperate with                   NetGrocer with the defense and/or settlement thereof; and                   provided further that, if any settlement requires an                   affirmative obligation of, results in any ongoing liability                   to or prejudices or detrimentally impacts Excite in any way                   and such obligation, liability, prejudice or impact can                   reasonably be expected to be material, then such settlement                   shall require Excite's written consent (not to be                   unreasonably withheld or delayed) and Excite may have its own                   counsel in attendance at all proceedings and substantive                   negotiations relating to such claim.

         b)       EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES                   ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS                   AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED                   WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF                   MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE                   REGARDING SUCH SUBJECT MATTER.

12.      LIMITATION OF LIABILITY

         EXCEPT UNDER SECTION 11(a), IN NO EVENT WILL EITHER PARTY BE LIABLE TO          THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,          WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR          OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE          POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF EXCITE FOR DAMAGES OR          ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER          LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE TOTAL AMOUNTS          PREVIOUSLY PAID OR TO BE PAID BY NETGROCER TO EXCITE HEREUNDER [*]

13.      DISPUTE RESOLUTION

         a)       The parties agree that any breach of either of the parties'                   obligations regarding trademarks, service marks or trade                   names and/or confidentiality would result in irreparable                   injury for which there is no adequate remedy at law.                   Therefore, in the event of any breach or threatened breach of                   a party's obligations regarding trademarks, service marks or                   trade names or confidentiality, the aggrieved party will be                   entitled to seek equitable relief in addition to its other                   available legal remedies in a court of competent                   jurisdiction.

                                      -12-

         b)       In the event of disputes between the parties arising from or                   concerning in any manner the subject matter of this





                  Agreement, other than disputes arising from or concerning                   trademarks, service marks or trade names and/or                   confidentiality, the parties will first attempt to resolve                   the dispute(s) through good faith negotiation. In the event                   that the dispute(s) cannot be resolved through good faith                   negotiation, the parties will refer the dispute(s) to a                   mutually acceptable mediator for hearing.

         c)       In the event that disputes between the parties arising from                   or concerning in any manner the subject matter of this                   Agreement, other than disputes arising from or concerning                   trademarks, service marks or trade names and/or                   confidentiality, cannot be resolved through good faith                   negotiation and mediation, the parties will refer the                   dispute(s) to the American Arbitration Association for                   resolution through binding arbitration by a single arbitrator                   pursuant to the American Arbitration Association's rules                   applicable to commercial disputes.

14.      GENERAL

         a)       Assignment. Neither party may assign this Agreement, in whole                   or in part, without the other party's written consent (which                   will not be unreasonably withheld), except that no such                   consent will be required in connection with (i) a merger,                   reorganization or sale of all, or substantially all, of such                   party's assets or (ii) the assignment and/or delegation of                   such party's rights and responsibilities hereunder to a                   wholly-owned subsidiary or joint venture in which that party                   holds an interest. Any attempt to assign this Agreement other                   than as permitted above will be null and void.

         b)       Governing Law. This Agreement will be governed by and                   construed in accordance with the laws of the State of                   California, notwithstanding the actual state or country of                   residence or incorporation of NetGrocer.

         c)       Notice. Any notice under this Agreement will be in writing                   and delivered by personal delivery, express courier,                   confirmed facsimile, confirmed email or certified or                   registered mail, return receipt requested, and will be deemed                   given upon personal delivery, one (1) day after deposit with                   express courier, upon confirmation of receipt of facsimile or                   email or five (5) days after deposit in the mail. Notices                   will be sent to a party at its address set forth below or                   such other address as that party may specify in writing                   pursuant to this Section.

         d)       No Agency. The parties are independent contractors and will                   have no power or authority to assume or create any obligation                   or responsibility on behalf of each other. This Agreement                   will not be construed to create or imply any partnership,                   agency or joint venture.

                                      -13-

         e)       Force Majeure. Any delay in or failure of performance by                   either party under this Agreement will not be considered a                   breach of this Agreement and will be excused to the extent                   caused by any occurrence beyond the reasonable control of                   such party including, but not limited to, acts of God, power                   outages and governmental restrictions. Notwithstanding the                   foregoing, either party may terminate the Agreement in the                   event that a delay due to force majeure continues for a                   period of sixty (60) uninterrupted days.

         f)       Severability. In the event that any of the provisions of this                   Agreement are held by to be unenforceable by a court or                   arbitrator, the remaining portions of the Agreement will                   remain in full force and effect.

         g)       Entire Agreement. This Agreement is the complete and                   exclusive agreement between the parties with respect to the                   subject matter hereof, superseding any prior agreements and                   communications (both written and oral) regarding such subject                   matter. This Agreement may only be modified, or any rights                   under it waived, by a written document executed by both                   parties.

NetGrocer                                   Excite, Inc.

By: /s/ Daniel Nissan                       By: /s/ Robert C. Hood    --------------------------                  -------------------------- Name: Daniel Nissan                         Name: Robert C. Hood      ------------------------                    ------------------------ Title: President & CEO                      Title: EVP-CFO       -----------------------                     ----------------------- Date: 12/30/97                              Date: 12-31-97      ------------------------                    ------------------------

333 Seventh Avenue                          555 Broadway 11th Floor                                  Redwood City, California 94063 New York, New York 10001                    650.568.6000 (voice                                             650.568.6030 (fax)





                                      -14-

                                   EXHIBIT A

                         LIST OF NETGROCER COMPETITORS

Peapod

Shoppers Express/Oncart

                                      -15- 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

EXCEPT UNDER SECTION 11(a), IN NO EVENT WILL EITHER PARTY BE LIABLE TO          THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,          WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR          OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE          POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF EXCITE FOR DAMAGES OR          ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER          LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE TOTAL AMOUNTS          PREVIOUSLY PAID OR TO BE PAID BY NETGROCER TO EXCITE HEREUNDER [*]