DEFINCIES IN PLAIN ENGLISH RULES

I. BEFORE: Passive Voice and weak verb Issues

Consumers are increasingly seeking a grocery shopping solution which will allow them to save time and effort without sacrificing the wide selection, high quality and low cost they have come to expect from supermarkets. While a number of retailers have attempted to address this opportunity by offering grocery items online, we believe that their lack of a scalable distribution system and inability to realize cost efficiencies has made it difficult for these online

grocers to deliver a high quality, low cost shopping solution in an efficient manner.

AFTER: Active Voice with stronger verb choices

Consumers increasingly seek a grocery shopping solution that allows them to save time and effort without sacrificing the wide selection, high quality, and low cost they expect from a supermarket. A number of retailers try to address this opportunity by offering grocery items online, but we believe that their small distribution system and inability to realize profit potential makes it difficult for these online grocers to deliver a high quality, low cost shopping solution in an efficient manner.

II. BEFORE: Weak verbs and confusing undefined terms.

We believe that our innovative business design is the first solution to adequately address the "last mile" problem of e-commerce fulfillment by providing a highly efficient means of delivering goods directly and rapidly to consumers.

AFTER: Stronger verbs and omission of terms needing definitions.

Our innovative business design is the first solution to effectively address the delivery problem of e-commerce transactions by providing a highly efficient means of delivering goods directly and rapidly to consumers.

III. BEFORE: Confusing language problems, long sentences and ordering of concepts issues.

DILUTION

Our pro forma net tangible book value as of June 30, 1999 was approximately $352.8 million or $1.23 per share. Our pro forma net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of common stock outstanding after giving effect to the issuance of 21,670,605 shares of Series D preferred stock in July and August 1999 and the automatic conversion of all outstanding shares of our preferred stock. Dilution per share represents the difference between the amount per share paid by investors of shares of common stock in this offering and the pro forma net tangible book value per share of common stock immediately after the completion of this offering.

AFTER:

DILUTION

Our pro forma net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of common stock outstanding. This calculation is accurate only after giving effect to the issuance of 21,670,605 shares of Series D preferred stock in July and August 1999 and the automatic conversion of all outstanding shares of our preferred stock. Our pro forma net tangible book value as of June 30, 1999 was approximately $352.8 million or $1.23 per share.

Dilution per share represents the difference between the amount per share paid by investors of shares of common stock in this offering and the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of common stock outstanding (pro forma net tangible book value per share of common stock) immediately after the completion of this offering.

IV. BEFORE: Long Sentence

A critical part of our business strategy is to expand our business by opening additional distribution centers in new and existing markets to achieve economies of scale and leverage our significant capital investment in our proprietary business system.

AFTER: Several short Sentences

We plan to open additional distribution centers in new and existing markets to expand our business. We believe this critical business strategy will achieve economies of scale and leverage our significant capital investment in our proprietary business system.

V. BEFORE: Double Negative

We have no prior working relationship with Bechtel and we cannot assure you that we will not encounter unexpected delays or design problems in connection with the build-out of our distribution centers.

AFTER: Positive

We have no prior working relationship with Bechtel and we may encounter unexpected delays or design problems in connection with the build-out distribution centers.

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DEFICIENCIES AND OMITTED INFORMATION IN PROSPECTUS

I. Webvan Group, Inc. is dangerously close to violating § 5 by soliciting investor interest with a “prospectus” as defined in § 2(10) by including the following links in its registration statement:

CORPORATE INFORMATION

We were incorporated in California in December 1996 and will change our

state of incorporation to Delaware prior to the date of this prospectus. Our

principal executive offices are located at 1241 East Hillsdale Boulevard, Suite

210, Foster City, California 94404, and our telephone number at that address is

(650) 524-2200. Our address on the World Wide Web is http://www.webvan.com/. The

reference to our web site does not incorporate by reference the information

contained at our web site into this prospectus.

If an investor follows the link above in two mouse clicks, 1) Atlanta, GA, 2) Press Releases a variety of articles touting the company can be accessed. The companies attempt to distance itself from these “prospectus” articles by “not incorporat[ing] by reference” the website information is tenuous.

II. Webvan fails to indicate in its registration statement how much of its limited capital will be spent on charity.

See: “Webvan and Toys for Tots Make Toy Donations Easier; Webvan Couriers Accepting Consumers'

Holiday Donations.”

It is important to investors to understand what portions of the companies revenue will be spent on activities besides maximizing shareholder profits. In addition, the charities of Toys for Tots and Second Harvest should be disclosed to investors.

III. Webvan does a fine job of handling the ban on forward looking information in its prospectus, but in a permitted road show to institutional investors Webvan stumbled by disclosing future earning revenue projections. If Webvan is making forward looking information available for institutional investors the company must provide the same information in its registration statement. While this information regarding future earnings projections would be extremely valuable to the potential investor the SEC disallows disclosure of such projections. Webvan must be diligent in disclosing the same information to all investors.

See: “A Digital Age Rite:The IPO Roadshow; A Former Post Reporter Chronicles His New Company's

Successful Pitch to Underwriters, Regulators and Investors”

IV. A plain English recitation without the necessity of a calculator stating how much capital Webvan hopes to raise n this offering would be a welcome addition to the registration statement. One media outlet thought this information would be helpful to readers interested in this company.

See: “IPOs are hot again; Investors believe the Internet is here to stay, and they want to get in early; YOUR MONEY”

V. Webvan should disclose in its registration statement that it recently entered into a 10-15 million dollar advertising contract with an agency that plans to market the company as the “milkman” of the twenty-first century. This information is important because it shows how the company is spending its limited resources and it suggests how the company plans to market itself to customers. While the registration statement did provide some information on future “Marketing and Promotion” plans the disclosed information did not divulge the “milkman” plan nor did the registration statement disclose in the “Use of Proceeds” section that investment capital would be used to fund marketing campaigns.

See: “Online Grocers Deliver for Hal Riney, Wieden.”

VI. Webvan should include the fact that they hired former Anderson Consulting CEO George Shaheen to help run the company shortly before filing the registration statement. This information is important not only to comply with the management disclosure requirements, but also to inform investors that a new heavyweight manager with a big salary is on board.

See: “WEBVAN NETS A CEO”