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-