AMENDMENT NO. 1 TO PROMISSORY NOTE

                                                                   Exhibit 10.24

                              AMENDMENT NO. 1 TO
                                PROMISSORY NOTE

     THIS AMENDMENT NO. 1 TO PROMISSORY NOTE (the "Amendment") is entered into
as of March 3, 2000 by and among Peapod, Inc., a Delaware corporation (the
"Company"), and Xxxxxxx Xxxxxx  (the "Executive")

                              W I T N E S S E T H

     WHEREAS, the Executive has executed a Promissory Note dated September 27,
1999 (the "Promissory Note") in favor of the Company;

     WHEREAS, the Company and the Executive desire to amend the Promissory Note
in certain respects; and

     WHEREAS, the terms used in this Amendment which are defined in the
Promissory Note shall have the respective meanings set forth in the Promissory
Note, unless otherwise defined herein;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, the parties hereto hereby agree as follows:

          1.  The last sentence of paragraph (c) is hereby amended and restated
in its entirety to read as follows:

     "The terms "Cause", "Good Reason" and "Change in Control" shall have the
meanings ascribed to those terms in the Severance Agreement between the Company
and the Executive, dated September 27, 1999 and as amended from time to time."

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

                                   PEAPOD, INC.

                                      /s/ Xxxxxx Xxxxxxxxx
                                   By:____________________________
                                   Name: Xxxxxx Xxxxxxxxx

                                   /s/ Xxxxxxx Xxxxxx
                                   _______________________________
                                   Xxxxxxx Xxxxxx

                                       1