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                                                                   EXHIBIT 10.32


                   EXCLUSIVE CROSS MARKETING AGREEMENT BETWEEN
                            PETS.COM AND PETPLACE.COM


         This Exclusive Cross Marketing Agreement (this "Agreement") is made as
of September, 17 1999 (the "Effective Date") by and between Pets.com, Inc., a
California corporation with offices at 435 Brannan Street, Suite 100, San
Francisco, CA 94107 ("Pets.com") and PetPlace.com, Inc., a Delaware corporation
with offices at 71 Broadway, Suite 22A, New York, New York 10006
("PetPlace.com") (each a "party" and collectively the "parties").

                                   BACKGROUND

Whereas, Pets.com owns and operates the Pets.com Site (as defined below) which
markets and sells pet related goods to consumers;

Whereas, PetPlace.com owns and operates the PetPlace.com Site (as defined below)
which provides on-line veterinary service; and

Whereas, the parties wish to enter into an exclusive relationship on the terms
and conditions set forth herein. In consideration of the mutual promises
contained herein, the parties hereby agree as follows:

                                    AGREEMENT


1.       DEFINITIONS.

         "Above the Fold" means the placement of an icon, Link or other content
on a Page such that it is viewable on a computer screen at an 800 x 600 pixels
resolution by a user without having to scroll down to view more of the Page.

         "Animal Main Pages" mean Pages within the Pets.com Site which are the
entry point for products and information on an individual or group of animal
species.

         "Content/Resource Area" means an area within the Pets.com Site which
shall contain content and resources for animals and which shall not be more than
two (2) clicks away from the Pets.com Home Page.

         "Home Page" means that Page of the web site which is designated as the
initial end user interface for the web site.

         "Intellectual Property Rights" means all rights in and to trade
secrets, patents, copyrights, trademarks, know-how, as well as moral rights and
similar rights of any type under the laws of any governmental authority,
domestic or foreign, including rights in and to all applications and
registrations relating to any of the foregoing.

         "Launch Date" means the date on which the PetPlace.com Site shall be
made available and accessible via the World Wide Web. The parties estimate that
the Launch Date will occur on



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December 1, 1999. PetPlace.com shall provide Pets.com with regular monthly
updates regarding the status of the Launch Date.

        "Link" means a URL hidden behind a formatting option that may take the
form of a colored item of text (such as a URL description), logo or image,
"button" or graphic box, and which allows a user to access Pages, web sites or
other text within a Page. The technical implementation of the Links shall be
mutually agreed by the parties.

        "Marks" of a party means such party's trademarks, trade names, service
marks, service names, logos and other distinct brand elements that appear from
time to time in such party's properties, ventures and services worldwide,
together with any modifications to the foregoing made by such party during the
term of this Agreement.

        "Online" means on the Internet or other online service or network.

        "Page" means a document on the Internet which may be viewed in its
entirety without leaving the applicable distinct URL address.

        "Partners Page" means that Page on the web site which is designated to
contain information about the strategic partners of that web site.

        "Pet Retail Company" means any web site, Online service, traditional
retail store or other physical or virtual entity listed on Exhibit A, and any
subsidiary or holding company of such entity. The parties will meet quarterly to
discuss in good faith modifications or additions of this Exhibit A.

        "PetPlace.com Site" means the web site owned and operated by
PetPlace.com, and currently having a URL at http://www.petplace.com, and any
successor site thereof.

        "Pets.com Site" means the web site owned and operated by Pets.com, and
currently having a URL at http://www.pets.com, and any successor site thereof.

        "Revenue" means the purchase price of any product of service (excluding
sales or similar taxes and shipping, if applicable) less any returns of products
previously sold.

2. PETS.COM SITE PLACEMENT. After the Launch Date and during the term, Pets.com
shall provide the following placements on the Pets.com Site:

        2.1 HOME PAGE. Pets.com shall provide an Above the Fold Link (to be
approved by both parties) on the Pets.com Home Page which links to the
PetPlace.com Home Page.

        2.2 CONTENT/RESOURCE AREA. Pets.com shall provide the following
placements in the Content/Resource Area:

            (a) Links on either a "Navigation Bar" or through a Link entitled
"Learn more about medical care" (or similar language) to the PetPlace.com Site;



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            (b) Excerpted medical articles to be provided by Petplace.com which
shall link to the full text of the article at the Petplace.com Site; and

            (c) Medical terms which contain a Link to the PetPlace.com Site.

        2.3 ANIMAL MAIN PAGES. Pets.com shall feature articles to be provided by
PetPlace.com on its Animal Main Pages which shall contain a Link to the full
text of the article at the PetPlace.com Site.

        2.4 PARTNERS PAGE. Pets.com shall provide a Link on its Partners Page
which shall link to the PetPlace.com Home Page.

3. PETPLACE.COM SITE PLACEMENT. After the Launch Date and during the term,
PetPlace.com shall provide the following placements on the PetPlace.com Site:

        3.1 HOME PAGE. PetPlace.com shall provide an Above the Fold Link (to be
approved by both parties) on the Petplace.com Home Page which links to the
Pets.com Home Page.

        3.2 BUY BUTTONS. Petplace.com shall provide "Buy Button" Links after
every pet product recommendation on the PetPlace.com Site and a "Buy All" Link
at the end of each article which shall link to either a Pets.com Page which
describes the product or a Pets.com Page where the user can purchase the
product.

        3.3 PARTNER PAGE. PetPlace.com shall develop a Page similar to
Pets.com's Partner Page and shall include a Link on such Page which links to the
Pets.com Home Page.

4. BANNER ADVERTISEMENTS. Pets.com shall have the right to purchase from
PetPlace.com banner advertisements. The price, terms and placement of such
banner advertisements to Pets.com [*]. In the event Pets.com were to sell banner
advertisements on the Pets.com Site in the future, Pets.com agrees that the
price, terms and placement of such banner advertisements to Petplace.com [*].

5. REVENUE SHARING.

        5.1 PETS.COM. Beginning with the conclusion of the first calendar
quarter after the Launch Date and for each quarter thereafter, Pets.com will,
within thirty (30) days after the end of each quarter, [*] from the Pets.com
Site by a user who "clicked through" from the PetPlace.com Site and made a
purchase before leaving the Pets.com Site by any means. In addition, [*]
"clicked through" from the Petplace.com Site and made a purchase from the
Pets.com Site before leaving the Pets.com Site by any means [*].



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        5.2 PETPLACE.COM. Beginning with the conclusion of the calendar quarter
after the Launch Date and for each quarter thereafter, Petplace.com will, within
thirty (30) days after the end of each quarter, [*] from the Petplace.com Site
by a user who "clicked through" from the Pets.com Site and made a purchase
before leaving the PetPlace.com Site by any means. In addition, [*] "clicked
through" from the Pets.com Site and made a purchase from the PetPlace.com Site
before leaving the Petplace.com Site by any means [*].

        5.3 AUDIT RIGHTS. During the term of this Agreement and for one (1) year
thereafter, either party, at its own expense, may cause an audit to be made of
the other party's applicable records in order to verify the payments made
pursuant to this Section 5 and prompt adjustment shall be made to compensate for
any errors or omissions disclosed by such audit, provided that: i) such audit be
made by an independent Certified Public Accountant of national standing
reasonably acceptable to the audited party; ii) the auditor agrees to keep the
results of the audit confidential; iii) the audit will be conducted at the other
party's place of business during normal business hours and with reasonable prior
written notice; and iv) the audit is not conducted more than once per calendar
year.

6.      EXCLUSIVITY.

        6.1 Pets.com shall be the exclusive Pet Retail Company associated with
the PetPlace.com Site in that no banner advertisements, sponsorships, promotions
or any other advertising, promotional or editorial content of any Pet Retail
Company other than Pets.com shall appear on the PetPlace.com Site during the
term of this Agreement. In addition, PetPlace.com shall not promote any Pet
Retail Company other than Pets.com in any advertising, promotional or public
relations materials in any form or medium. Petplace.com further agrees not to
market or sell pet related products to consumers in competition with Pets.com.
Notwithstanding the previous sentence, [*] chooses not [*].

        6.2 PetPlace.com shall be the exclusive Online veterinary service
provider associated with the Pets.com Site in that no banner advertisements,
sponsorships, promotions or any other advertising or promotional content of any
Online veterinary service provider other than PetPlace.com shall appear on the
Pets.com Site during the term of this Agreement. In addition, Pets.com shall not
promote any Online veterinary service provider other than Petplace.com in any
advertising, promotional or public relations materials in any form or medium.
Pets.com further agrees [*]. Notwithstanding the foregoing, Petplace.com
acknowledges that Pets.com currently provides and shall continue to provide pet
care information content supplied by veterinarians at no cost to users on the
Pets.com Site, provided such content is not directly competitive with
PetPlace.com. PetPlace.com acknowledges, however, that the pet care information
offered at the Pets.com Site as of the Effective Date, and any information
offered



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thereafter at the same or a lesser level of service or content, shall not be
considered directly competitive with PetPlace.com within the meaning of this
Section 6.2.

7.      JOINT MARKETING AND PROMOTION.

        7.1 PETS.COM OBLIGATIONS.

            (a) PUBLIC RELATIONS. Pets.com will develop and execute against a
public relations plan during the first twelve (12) months of this Agreement
which includes but is not limited to: (i) a specific press release announcing
the relationship pursuant to this Agreement; (ii) a press tour for Julie
Wainwright and Jon Rappaport targeting key Internet, consumer and business press
such as for example CNN, MSNBC, Wall Street Journal, NY Times and ZDTV and other
consumer magazines; and (iii) continued mention of Petplace.com as part of
Pets.com's ongoing press materials. [*] that it will deliver [*] as a result of
these efforts.

            (b) TELEVISION. Pets.com will develop a specific television
advertisement highlighting PetPlace.com and [*] as [*] during the [*] Agreement.
[*] that it will [*] from such [*].

            (c) EMAIL NEWSLETTER. Pets.com will feature PetPlace.com in its
regular newsletter to its installed base [*]. Pets.com estimates that it will
deliver to PetPlace.com [*] from its newsletter during the first twelve (12)
months of this Agreement.

            (d) MAGAZINE. To the extent that Pets.com publishes a magazine, it
will include a full page advertisement of PetPlace.com in the first quarter Year
2000 edition of the magazine. PetPlace.com shall provide the print advertising
to Pets.com which shall meet the magazine's technical specifications by the
required insertion date. Pets.com [*].

            (e) PETS.COM IN-BOX SHIPMENTS. Pets.com will periodically insert
PetPlace.com information into the shipments to its customers. The content of
such PetPlace.com information will be mutually agreed by the parties. Pets.com
estimates that it will insert Petplace.com information into shipments delivering
[*] impressions during the first [*] of this Agreement.

            (f) [*]PROMOTIONS. Pets.com will [*] in its [*]. Pets.com estimates
that it will [*] that will deliver [*] during the [*] of this Agreement.

            (g) EDITORIAL CONTENT VENUE. Pets.com will create a credited venue
for editorial content to be supplied by PetPlace.com that will allow consumers
to see PetPlace.com as an authority on pet medical issues. Pets.com estimates
that it will deliver to



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PetPlace.com between [*] impressions through the editorial content venue during
the first [*] of this Agreement.

        7.2 MINIMUM IMPRESSIONS. Pets.com agrees to make commercially reasonable
efforts to deliver to PetPlace.com the [*], where applicable, as set forth in
Section 7.1.

        7.3 PETPLACE.COM OBLIGATIONS. PetPlace.com agrees to make commercially
reasonable efforts develop a mutually acceptable marketing and promotional plan
within [*] of the Effective Date which shall be attached hereto as Exhibit B.

        7.4 QUARTERLY MEETINGS. The parties agree to have quarterly meetings to
review and, if necessary, revise each party's respective marketing and
promotional efforts to ensure that the mutual interests and objectives of both
parties are met.

8.      EQUITY INVESTMENT. The effective execution of this Agreement is
conditioned upon the execution and delivery of a separate stock purchase
agreement by the parties being entered into on or around the Effective Date.
Notwithstanding the preceding sentence, Section 12.1 regarding confidentiality
shall be effective immediately.

9.      ADDITIONAL OBLIGATIONS.

        9.1 USER DATA AND INFORMATION. Both parties agree to share with the
other party at no cost any user data or information collected through their
respective Sites which have been affirmatively opted in by the user (with the
opt-in occurring at either the Pets.com or PetPlace.com Site), subject to any
applicable privacy or other laws.

        9.2 ANGELL MEMORIAL ENDORSEMENT. Petplace.com agrees to consider the
endorsement of a private label food product supplied and distributed by
Pets.com. PetPlace.com will also use its commercially reasonable efforts to gain
endorsement from Angell Memorial.

        9.3 CONSUMER MEDICAL QUESTIONS. Pets.com agrees to forward all email
medical questions from users to Petplace.com and provided that PetPlace.com
responds within [*] to such questions. PetPlace.com agrees to provide [*]
consultations to any such users as a special offer to Pets.com users.

        9.4 PRODUCT SUPPLY CATALOG. Pets.com shall provide (or make available)
to PetPlace.com current electronic versions of its product supply catalog data.
The format, technical specifications and process for providing such catalog
shall be mutually agreed to by the parties.

        9.5 IMPLEMENTATION/COOPERATION. During the term, the parties will
cooperate in good faith and use commercially reasonable efforts to establish and
implement procedures and processes for proposing, creating, approving and
performing the obligations under this Agreement.



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10.     TERM AND TERMINATION.

        10.1 TERM. This Agreement will become effective as of the Effective Date
and. unless sooner terminated as otherwise provided herein, or as otherwise
mutually agreed, shall remain effective for a period of [*] years from the
Launch Date.

        10.2 LAUNCH DATE. Pets.com shall have the right to terminate this
Agreement upon written notice to PetPlace.com in the event that the Launch Date
has not occurred by [*].

        10.3 TERMINATION FOR INSOLVENCY AND CAUSE. This Agreement may be
terminated at any time by a party, effective immediately upon notice, if the
other party: (a) undergoes an insolvency proceeding that is not dismissed within
ninety (90) days; (b) files a petition in bankruptcy, (c) makes an assignment
for the benefit of its creditors, or (d) breaches any of its material
responsibilities or obligations under this Agreement, which breach is not
remedied within thirty (30) days from receipt of written notice of such breach.

        10.4 EFFECT OF TERMINATION. Upon expiration or termination of this
Agreement: (a) each party shall return or, at the disclosing party's request
destroy, the Confidential Information of the other party, (b) all licenses
granted herein shall terminate and (c) Sections 10.4, 12, 13, 14, 15 and 17
shall survive.

11.     LICENSES.

        11.1 GRANT OF LICENSE BY PETPLACE.COM. Subject to the terms and
conditions of this Agreement, PetPlace.com hereby grant Pets.com a nonexclusive,
royalty-free, worldwide license to use, reproduce, publicly display, publicly
perform, distribute and transmit the PetPlace.com Marks on the Pets.com Site and
in other promotional materials solely to the extent necessary to perform its
obligations under this Agreement, and provided that any such use will comply
with any brand usage guidelines communicated by PetPlace.com to Pets.com in
writing.

        11.2 GRANT OF LICENSE BY PETS.COM. Subject to the terms and conditions
of this Agreement, Pets.com hereby grants PetPlace.com a non-exclusive,
royalty-free, worldwide license to use, reproduce, publicly display, publicly
perform, distribute and transmit Pets.com Marks on the PetPlace.com Site and in
other promotional materials solely to the extent necessary to perform its
obligations under this Agreement, and. provided that any such use of will comply
with any brand usage guidelines communicated by Pets.com to Petplace.com in
writing.

        11.3 RESERVED RIGHTS. Without limiting the foregoing, each party
reserves all rights other than those expressly granted in this Agreement, and no
licenses are granted except as expressly set forth herein.



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12.     PROPRIETARY INFORMATION.

        12.1 CONFIDENTIALITY. PetPlace.com and Pets.com each agree to retain in
confidence the non- public terms in this Agreement and all other non-public
information and know-how disclosed pursuant to this Agreement which is either
designated as proprietary and/or confidential, or by the nature of the
circumstances surrounding disclosure, should reasonably be understood to be
confidential ("Confidential Information"). Each party agrees to: (a) preserve
and protect the confidentiality of the other party's Confidential Information;
(b) refrain from using the other party's Confidential Information except as
contemplated herein; and (c) not disclose such Confidential Information to any
third party except to employees as is reasonably required under this Agreement
(and only subject to binding use and disclosure restrictions at least as
protective as those set forth herein executed in writing by such employees).
Notwithstanding the foregoing, either party may disclose Confidential
Information of the other party which is: (i) already publicly known; (ii)
discovered or created by the receiving party without reference to the
Confidential Information of the disclosing party, as shown in records of
receiving party; (iii) otherwise known to the receiving party through no
wrongful conduct of the receiving party, or (iv) required to be disclosed by law
or court order. Moreover, either party hereto may disclose any Confidential
Information hereunder to such party's agents, attorneys and other
representatives or any court of competent jurisdiction or any other party
empowered hereunder as reasonably required to resolve any dispute between the
parties hereto.

        12.2 OWNERSHIP.

             (a) BY PETS.COM. As between Pets.com and PetPlace.com, Pets.com
will have and retain full and exclusive right, title and ownership interest in
and to Pets.com's Marks, together with any Intellectual Property Rights thereto.

             (b) BY PETPLACE.COM. As between Petplace.com and Pets.com,
PetP1ace.com will have and retain full and exclusive right, title and ownership
interest in and to PetPlace.com's Marks, together with any Intellectual Property
Rights thereto.

13.     REPRESENTATION AND WARRANTIES.

        13.1 BY EACH PARTY. Each party represents and warrants to the other
that: (a) such party has the full right. power and authority to enter into this
Agreement and to perform the acts required of it hereunder; (b) the execution of
this Agreement by such party, and the performance by such party of its
obligations and duties hereunder, do not and will not violate any agreement to
which such party is a party or by which it is otherwise bound; and (c) when
executed and delivered by such party, this Agreement will constitute the legal,
valid and binding obligation of such party, enforceable against such party in
accordance with its terms.

        13.2 NO ADDITIONAL WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACTIVITIES AND
SERVICES CONTEMPLATED BY



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THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM
COURSE OF DEALING OR COURSE OF PERFORMANCE.

14.     INDEMNIFICATION

        14.1 INDEMNIFICATION BY PETS.COM. Pets.com agrees, at its own expense,
to defend or at its option to settle any claim or action brought against
PetPlace.com arising out of or relating to a claim that: (a) use of Pets.com's
Marks in accordance with the terms of this Agreement infringes a third party
copyright or trademark, (b) any content on the Pets.com Site infringes the
Intellectual Property Rights of a third party, is obscene or defamatory,
violates any law or regulation, or breaches the rights of any person or entity,
including, without limitation, rights of publicity, privacy or personality,
and/or (c) results from a breach or alleged breach by Pets.com of any
representation or warranty contained in Section 13.1; and Pets.com will
indemnify PetPlace.com against any and all losses, damages, suits, judgments,
costs and expenses (including litigation costs and reasonable attorneys' fees)
arising under any such claim or action; provided that Petplace.com provides
Pets.com with: (i) prompt written notice of such claim or action, (ii) sole
control and authority over the defense or settlement of such claim or action
(provided that Pets.com shall not enter into any settlement which materially
affects PetPlace.com's rights without PetPlace.com's prior written consent), and
(iii) proper and full information and reasonable assistance to defend and/or
settle any such claim or action.

        14.2 INDEMNIFICATION BY PETPLACE.COM. Petplace.com agrees, at its own
expense, to defend or at its option to settle any claim or action brought
against Pets.com arising out of or relating to a claim that: (a) use of
PetPlace.com's Marks in accordance with the terms of this Agreement infringes a
third party copyright or trademark, (b) any content on the Petplace.com Site
infringes the Intellectual Property Rights of a third party, is obscene or
defamatory, violates any law or regulation, or breaches the rights of any person
or entity, including, without limitation, rights of publicity, privacy or
personality, and/or (c) results from a breach or alleged. breach by Petplace.com
of any representation or warranty contained in Sections 13.1; and Petplace.com
will indemnify Pets.com against any and all losses, damages, suits, judgments,
costs and expenses (including litigation costs and reasonable attorneys' fees)
arising under any such claim or action, provided that Pets.com provides
PetPlace.com with: (i) prompt written notice of such claim or action, (ii) sole
control and authority over the defense or settlement of such claim or action
(provided that PetPlace.com shall not enter into any settlement which materially
affects Pets.com's rights without Pets.com's prior written consent), and (iii)
proper and full information and reasonable assistance to defend and/or settle
any such claim or action.

15. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING UNDER SECTION 14,
UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE
THEORY OF



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LIABILITY), ARISING FROM ANY PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT
LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
REMEDY.

16.     RESTRICTION ON [*]. PetPlace.com [*] or otherwise [*] any of its [*],
related to [*] or related to its [*] directly [*], or (ii) effect any [*] or
otherwise) with a [*] in which the [*] of the [*], without the [*]; provided
that the foregoing [*] shall terminate on the earlier of (x) [*] of the
Effective Date, or (y) the closing of [*] resulting in aggregate [*], or (z) [*]
(i) or (ii) above, except that [*] that arise from the [*] under this Agreement
shall not [*].

17.     MISCELLANEOUS.

        17.1 ARBITRATION. Any dispute, claim or controversy of any kind arising
in connection with, or relating to, this Agreement, except for a dispute, claim
or controversy arising under Sections 11 or 12, shall be resolved exclusively by
binding arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association then in effect, by three (3) arbitrators
appointed in accordance with said rules. Judgment on the award rendered by the
arbitrators may be entered into any court of competent jurisdiction.

        17.2 NOTICES. Any notice required or permitted by this Agreement shall
be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, or
forty-eight (48) hours after being deposited in the regular mail as certified or
registered mail (airmail if sent internationally) with postage prepaid, if such
notice is addressed to the party to be notified at such party's address or
facsimile number as set forth below, or as subsequently modified by written
notice. Either party may change its address for notice purposes hereof on
written notice to the other party in accordance with this Section 17.2.

        To Pets.com, Inc.                   To PetPlace.com, Inc.
        Pets.com, Inc.                      PetPlace.com, Inc.
        435 Brannan Street, Suite 100       71 Broadway, Suite 22A
        San Francisco, CA 94107             New York. New York 10006
        Attention: Julie Wainwright         Attention: Jon Rappaport
        Phone: 415.222.9999                 Phone: 212.
        Fax:415.222.9998                    Fax:  212.



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        17.3 COSTS AND EXPENSES. Except as express provided in this Agreement
elsewhere, each party will be responsible for all costs and expenses incurred by
such party in performing its obligations under this Agreement.

        17.4 NO JOINT VENTURE OR AGENCY. Nothing in this Agreement shall
constitute or create a joint venture, partnership, or any other similar
arrangement between Pets.com and PetPlace.com. Neither party is authorized to
act as agent or bind the other party except as expressly stated in this
Agreement.

        17.5 ASSIGNMENT. Neither party may transfer or assign any rights or
delegate any obligations hereunder, in whole or in part, whether voluntarily or
by operation of law, without the prior written consent of the other party except
to an acquirer of all or substantially all of that party's business or assets
(but PetPlace.com's right to transfer or assign to such an acquirer shall be
subject to Section 16 hereof). Any purported transfer, assignment or delegation
in violation of the foregoing will be null and void and of no force or effect.

        17.6 HEADINGS. Sections, titles or captions in no way define, limit,
extend or describe the scope of this Agreement nor the intent of any of its
provisions.

        17.7 SEVERABILITY. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.

        17.8 ENTIRE AGREEMENT. This Agreement together with any Exhibits
contains the entire agreement of the parties with respect to the subject matter
hereof, and supersedes all prior and/or contemporaneous agreements or
understandings, written or oral, between the parties with respect to the subject
matter hereof.

        17.9 GOVERNING LAW. This Agreement will be governed by and interpreted
under the laws of the State of California, without giving effect to applicable
conflicts of law principles.

        17.10 AMENDMENT. This Agreement may not be amended or modified by the
parties in any manner, except by an instrument in writing signed on behalf of
each of the parties to which such amendment or modification applies by a duly
authorized officer or representative.

        17.11 WAIVER. Any of the provisions of this Agreement may be waived by
the party entitled to the benefit thereof. Neither party will be deemed, by any
act or omission, to have waived any of its rights or remedies hereunder unless
such waiver is in writing and signed by the waiving party, and then only to the
extent specifically set forth in such writing. A waiver with reference to one
event will not be construed as continuing or as a bar to or waiver of any right
or remedy as to a subsequent event.

        17.12 RECOVERY OF COSTS AND EXPENSES. If either party brings an action
against the other party to enforce its rights under this Agreement, the
prevailing party will be



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entitled to recover its costs and expenses, including, without limitation,
attorneys' fees and costs incurred in connection with such action, including any
appeal of such action.

        17.13 COUNTERPARTS. This Agreement may be executed in any number of
counterparts with the same effect as if both parties hereto had signed the same
document. All counterparts will be construed together and will constitute one
agreement.



                           [SIGNATURE PAGE TO FOLLOW]



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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers or representatives as of
the Effective Date.



PETS.COM, INC.


By:    /s/ Julie Wainwright
    ------------------------------------

Title:         CEO
      ----------------------------------

Date:          9.17.99
     -----------------------------------



PETPLACE.COM, INC.



By:    /s/ Jon J. Rappaport
    ------------------------------------

Title:         CEO
      ----------------------------------

Date:          9.17.99
     -----------------------------------



                                      -13-