$24.3 Million in New Financing to Feed Growth of Foodservice E-Business Leader Instill.

PALO ALTO, Calif.--(BUSINESS WIRE)--Sept. 20, 1999--

Instill's Momentum and Newly Expanded Services for $350B

Foodservice Industry Spark Infusion of Capital

Instill Corporation, the leading provider of e-Business services for the foodservice industry, today announced it has raised $24.3 million in a mezzanine round of financing.

This latest round brings Instill's total financing to date to $44.5M. The round was led by Chase Capital Partners and includes investors Deutsche Bank Alex Brown and Dain Rauscher Wessells. Existing investors Altos Ventures, Charles River Ventures, Ohio Partners, Piper Jaffray Ventures and The Mayfield Fund also participated in the round.

Instill will use the additional capital to fuel sales and marketing efforts; continue to expand services for the entire foodservice supply chain; and to continue to add key foodservice-experienced personnel to deepen domain expertise and Instill's ability to provide high-value to the foodservice industry.

David Britts, principal of Chase Capital Partners, said, "Instill is leading the e-Business revolution in foodservice by continually identifying new ways to leverage the Internet and to serve the fragmented foodservice supply chain. Instill has the critical mass and domain expertise essential for success as an Internet company and we are pleased to become a key investor in such a dominant player."

"Instill's investors are renowned for recognizing the qualities that ultimately make companies successful," said Mack Tilling, president of Instill Corporation. "Their investments are not only an endorsement of our company direction, but also recognition of Instill's dramatic lead in the $350 billion foodservice market."

Instill's Suite Serves the Supply Chain

In addition to the thousands of foodservice operators using Instill(R) Purchase Web(SM) and Instill(R) Purchase Insight(SM) to bring efficiency, control, and intelligence to the procurement process, the recent addition of Instill(R) Market Intelligence(SM), announced earlier this month, creates a full suite of complementary services that address all the constituencies of the foodservice supply chain.

Instill Market Intelligence is a Web-based market-data subscription service for foodservice manufacturers that provides foodservice manufacturers with market-share figures based on actual aggregated operator purchase data -- not shipments -- across segments, categories, and products. As a result, foodservice managers can plan and manage their brands and product lines through actionable foodservice marketing intelligence.

Chosen by industry leaders including Bestfoods, General Mills, Nestle, Perrier, Schreiber, and Tropicana, Instill Market Intelligence marks the first time that the $350 billion foodservice industry has had a comprehensive source of operator-level market-share data for individual products.

Directors Bring Foodservice, Retail and Finance Expertise to

Instill

David Britts of Chase Capital Partners joins Instill's prestigious board of directors, led by Mack Tilling, president and chairman of the board of Instill. Additional board members include:

--   Larry Del Santo, former chairman of Vons Companies and Lucky
     Stores
--   George Garrick, former president and CEO of both Information
     Resources, Inc. (IRI) (Nasdaq:IRIC) and A.C. Nielsen (NYSE:ART).
--   Mike Levinthal, general partner of The Mayfield Fund
--   John M. Lillie, chairman of Specialized Bicycles, on the board of
     The Gap and Consolidated Freightways, and former CEO of American
     President Lines
--   Richard Miller, president of Telematica
--   Philip Schlein, general partner of US Venture Partners and former
     president of Macy's
--   Thad Whalen, general partner of Aspen Ventures

About Chase Capital Partners

Chase Capital Partners ("CCP") is a global private equity partnership with approximately $10 billion under management. CCP has been a leading provider of private equity capital since its inception in 1984 and is a diversified investor with significant interests in most major industries.

Within the Internet/technology sector, CCP has a portfolio of 85 companies including leading companies such as StarMedia, Digital Island, TheStreet.com, Stamps.com, iXL, Buildpoint, dbn, and Starbelly.com.

About Instill Corporation

Instill is the leader in e-Business services for members of the foodservice supply chain, including operators, distributors, and manufacturers. The company's suite of e-Business services brings more efficient procurement processes and business intelligence to its customers. Instill's service offerings are supplier independent and consolidate industry-wide data -- providing capabilities that are otherwise impossible today -- for improving the profitability and market positions of its customers.

Instill services over 6,900 operators and some of the largest food manufacturers including Bestfoods, Delaware North, Fine Host, General Mills, Marie Calenders, Nestle, Schreiber and Tropicana. Founded in 1993, Instill is privately held and backed by Altos Ventures, Aspen Ventures, Charles River Ventures, Intel Corporation, The Mayfield Fund, Ohio Partners and Piper Jaffray Ventures.

The company is headquartered in Palo Alto with offices in Chicago, New York, Atlanta, Washington D.C., and Southern California. Instill won the 1998 Microsoft Retail Application Developer Award for best electronic commerce solution. Instill can be reached at 650/323-3403 or at www.instill.com.

Note to Editors: Instill is a registered trademark, Instill Market Intelligence, Instill Purchase Insight and Instill Purchase Web are service marks, and FoodLogic is a trademark of Instill Corporation. All other trademarks and registered trademarks are property of their respective holders.