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                                                                    Exhibit 10.7


                               PETPLANET.COM, INC.
                             1999 STOCK OPTION PLAN
                             STOCK OPTION AGREEMENT
                          NOTICE OF STOCK OPTION GRANT

         Optionee's Name and Address:



         You have been granted an option to purchase shares (the "Shares") of
common stock of PetPlanet.com, Inc. (the "Company"), subject to the terms and
conditions of the Company's 1999 Stock Option Plan (the "Plan") and this Stock
Option Agreement (the "Option Agreement"), as follows:

         Grant Number                       99-________

         Date of Grant                      ___________

         Vesting Commencement Date          ___________

         Exercise Price per Share           ___________

         Total Number of Shares Granted     ___________

         Total Exercise Price               $__________

         Type of Option:                     _____   Incentive Stock Option

                                             _____   Non-Qualified Stock Option

Vesting Schedule:
-----------------

         Subject to other conditions and limitations as set forth in this Option
         Agreement and the Letter of Agreement entered into by you and the
         Company on July 19, 1999, outlining the terms of your employment with
         the Company, this option to purchase Shares (the "Option") may be
         exercised, in whole or in part, in accordance with the following:

         One-quarter (1/4) of the Shares (8,750) shall vest upon the one (1)
         year anniversary date of the Vesting Commencement Date and
         one-sixteenth (1/16th) of the total number of Shares (2,187) shall vest
         thereafter on a quarterly basis for eleven (11) quarters, with 2,193
         Shares vesting in the twelfth (12th) and final quarter, such that the
         option to purchase 35,000 Shares shall be fully vested on May 15, 2003.

Option Period:
--------------

         The Option may be exercised only during the Option Period, as defined
         below, and during such Option Period, the exercisability of the Option
         shall be subject to the limitations of Sections 5-7 and the vesting
         schedule set forth above. The Option Period shall commence on the Date
         of Grant and except as provided in Sections 5-7, shall terminate (the
         "Expiration Date") ten (10) years from the Date of Grant (the "Option



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         Period"); provided, however, that the Option Period for a person
         possessing more than ten percent (10%) of the combined voting power of
         the Company shall terminate five (5) years from the Date of Grant;
         provided further that if an Optionee shall be terminated or otherwise
         leave the service of the Company for any reason other than death or
         disability, then the Option shall terminate sixty (60) days following
         the last day of employment of Optionee with the Company.

By your signature and the signature of the Company's representative below, you
and the Company agree that this Option is granted under and governed by the
terms and conditions of the 1999 Stock Option Plan and this Option Agreement,
both of which are attached hereto and made a part of this document.

Optionee                                       PetPlanet.com, Inc.

__________________________                     ______________________________
Signature                                      Signature

__________________________                     ______________________________
Print Name                                     Print Name

                                OPTION AGREEMENT

         1. Grant of Option. The Company hereby grants to the Optionee named in
the Notice of Stock Option Grant (the "Optionee"), an option (the "Option") to
purchase the total number of Shares set forth in the Notice of Stock Option
Grant, at the exercise price per share set forth in the Notice of Stock Option
Grant (the "Exercise Price") subject to the terms, definitions and provisions of
the Plan adopted by the Company, which is incorporated herein by reference and
this Option Agreement. Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Option Agreement.

         If designated in the Notice of Stock Option Grant as an Incentive Stock
Option, the Option is intended to qualify as an Incentive Stock Option as
defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds
the $100,000 rule of Section 422(d) of the Code, the Option shall be treated as
a Non-Qualified Stock Option.

         2. Exercise of Option.

            (a) Right to Exercise. (i) The Option shall be exercisable during
its term in accordance with the Vesting Schedule set out in the Notice of Stock
Option Grant and with the applicable provisions of the Plan and this Option
Agreement; (ii) the Option may not be exercised for a fraction of a Share; (iii)
in the event of termination of Optionee's Continuous Status as an Employee,
Director or Consultant, the Option shall be exercisable in accordance with the
applicable provisions of the Plan and this Option Agreement; (iv) the Option
shall be subject to the provisions of Section 11 of the Plan relating to the
exercisability or termination of the Option in the event of a Corporate
Transaction; and (v) in no event may the Option be exercised after the
Expiration Date of the Option as set forth in the Notice of Stock Option Grant.

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            (b) Method of Exercise. The Option shall be exercisable only by
delivery of an Exercise Notice (attached as Exhibit A) which shall state the
election to exercise the Option, the whole number of Shares in respect of which
the Option is being exercised, and such other provisions as may be required by
the Administrator. Such Exercise Notice shall be signed by the Optionee and
shall be delivered in person or by certified mail to the Secretary of the
Company accompanied by payment of the Exercise Price. The Option shall be deemed
to be exercised upon receipt by the Company of such written notice accompanied
by the Exercise Price.

            No Shares will be issued pursuant to the exercise of the Option
unless such issuance and such exercise shall comply with all Applicable Laws.
Assuming such compliance, for income tax purposes, the Shares shall be
considered transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares.

            (c) Taxes. No Shares will be issued to the Optionee or other person
pursuant to the exercise of the Option until the Optionee or other person has
made arrangements acceptable to the Administrator for the satisfaction of
foreign, federal, state and local income and employment tax withholding
obligations.

         3. Method of Payment. Payment of the Exercise Price shall be by any of
the following, or a combination thereof, at the election of the Optionee;
provided, however, that such exercise method does not then violate an Applicable
Law:

            (a) cash;

            (b) check;

            (c) consideration received by the Company under a cashless exercise
program implemented and approved by the Company in connection with the Plan; or

            (c) if the exercise occurs on or after the date that the Shares
become registered and no longer subject to restrictions on transfer (the
"Registration Date"), surrender of the Shares (including withholding of Shares
otherwise deliverable upon exercise of the Option) which have a fair market
value on the date of surrender equal to the Exercise Price of the Shares as to
which the Option is being exercised (but only to the extent that such exercise
of the Option would not result in an accounting compensation charge with respect
to the Shares used to pay the exercise price unless otherwise determined by the
Administrator); or

            (d) any combination of the foregoing methods of payment.


         4. Restrictions on Exercise. The Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company. In
addition, the Option may not be exercised if the issuance of the Shares subject
to the Option upon such exercise would constitute a violation of any Applicable
Laws.

         5. Termination of Relationship. In the event the Optionee's Continuous
Status as an Employee, Director or Consultant terminates, the Optionee may, to
the extent otherwise so entitled at the date of such termination (the
"Termination Date"), exercise the Option during the

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Option Period. Except as provided in Sections 6 and 7, below, to the extent that
the Optionee was not entitled to exercise the Option on the Termination Date, or
if the Optionee does not exercise the Option within the Option Period, the
Option shall terminate.

         6. Disability of Optionee.

         (a) Notwithstanding the provisions of Section 5 above, in the event of
termination of Optionee's Continuous Status as an Employee, Director or
Consultant as a result of Optionee's total permanent disability (as defined in
Section 22(e)(3) of the Code), Optionee may, but only within twelve (12) months
from the Termination Date (but in no event later than the Expiration Date set
forth in the Notice of Stock Option Grant), exercise this Option to the extent
Optionee was entitled to exercise it as of such Termination Date. To the extent
Optionee was not entitled to exercise the Option as of the Termination Date, or
if Optionee does not exercise such Option (to the extent so entitled) within the
time specified in this Section 6(a), the Option shall terminate.

         (b) Notwithstanding the provisions of Section 5 above, in the event of
termination of Optionee's consulting relationship or Continuous Status as an
Employee as a result of disability not constituting a total and permanent
disability (as set forth in Section 22(e)(3) of the Code), Optionee may, but
only within six (6) months from the Termination Date (but in no event later than
the Expiration Date set forth in the Notice of Stock Option Grant), exercise the
Option to the extent Optionee was entitled to exercise it as of such Termination
Date; provided, however, that if this is an Incentive Stock Option and Optionee
fails to exercise this Incentive Stock Option within (3) three months from the
Termination Date, this Option will cease to qualify as an Incentive Stock Option
(as defined in Section 422 of the Code) and Optionee will be treated for federal
income tax purposes as having received ordinary income at the time of such
exercise in an amount generally measured by the difference between the Exercise
Price for the Shares and the fair market value of the Shares on the date of
exercise. To the extent that Optionee was not entitled to exercise the Option at
the Termination Date, or if Optionee does not exercise such Option to the extent
so entitled within the time specified in this Section 6(b), the Option shall
terminate.

         7. Death of Optionee. In the event of the death of the Optionee (a)
during the Option Period and while an Employee or Consultant of the Company and
having been in Continuous Status as an Employee or Consultant since the date of
grant of the Option, or (b) within thirty (30) days after Optionee's Termination
Date, the Option may be exercised at any time within six (6) months following
the date of death (but in no event later than the Expiration Date set forth in
the Notice of Stock Option Grant), by the Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent the right to exercise had accrued at the Termination Date.

         8. Non-Transferability of Option. The Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of the Optionee only by the Optionee. The
terms of the Option shall be binding upon the executors, administrators, heirs
and successors of the Optionee.


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         9. Term of Option. The Option may be exercised only within the Option
Period set out in the Notice of Stock Option Grant, and may be exercised during
such Option Period only in accordance with the Plan and the terms of this Option
Agreement.

         10. Stop-Transfer Notices. In order to ensure compliance with the
restrictions on transfer referred to in the legends placed upon certificates
evidencing ownership of the Shares, the Company may issue appropriate "stop
transfer" instructions to its transfer agent, if any, and, if the Company
transfers its own securities, it may make appropriate notations to the same
effect in its own records.

         11. Refusal to Transfer. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Option Agreement or (ii) to treat as
owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so
transferred.

         12. Lock-Up Agreement.


         (a) Agreement. Optionee, if requested by the Company and the lead
underwriter of any public offering of the common stock or other securities of
the Company (the "Lead Underwriter"), hereby irrevocably agrees not to sell,
contract to sell, grant any option to purchase, transfer the economic risk of
ownership in, make any short sale of, pledge or otherwise transfer or dispose of
any interest in any common stock or any securities convertible into or
exchangeable or exercisable for or any other rights to purchase or acquire
common stock (except common stock included in such public offering or acquired
on the public market after such offering) during the 180-day period following
the effective date of a registration statement of the Company filed under the
Securities Act of 1933, as amended, or such shorter period of time as the Lead
Underwriter shall specify. Optionee further agrees to sign such documents as may
be requested by the Lead Underwriter to effect the foregoing and agrees that the
Company may impose stop-transfer instructions with respect to such common stock
subject until the end of such period. The Company and Optionee acknowledge that
each Lead Underwriter of a public offering of the Company's stock, during the
period of such offering and for the 180-day period thereafter, is an intended
beneficiary of this Section 13.

         (b) Permitted Transfers. Notwithstanding the foregoing, Section 13(a)
shall not prohibit Optionee from transferring any of the Shares of common stock
or securities convertible into or exchangeable or exercisable for the Company's
common stock to the extent such transfer is not otherwise prohibited by this
Option Agreement, either during Optionee's lifetime or on death by will or
intestacy to Optionee's immediate family or to a trust the beneficiaries of
which are exclusively Optionee and/or a member or members of Optionee's
immediate family; provided, however, that prior to any such transfer, each
transferee shall execute an agreement pursuant to which each transferee shall
agree to receive and hold such securities subject to the provisions of Section
13 hereof. For the purposes of this subsection, the term "immediate family"
shall mean spouse, lineal descendant, father, mother, brother or sister of the
transferor.

         (c) No Amendment Without Consent of Underwriter. During the period from
identification as a Lead Underwriter in connection with any public offering of
the Company's


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common stock until the earlier of (i) the expiration of the lock-up period
specified in Section 13(a) in connection with such offering or (ii) the
abandonment of such offering by the Company and the Lead Underwriter, the
provisions of this Section 13 may not be amended or waived except with the
consent of the Lead Underwriter.

         13. Entire Agreement: Governing Law. The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Optionee
with respect to the subject matter hereof, and may not be modified adversely to
the Optionee's interest except by means of a writing signed by the Company and
Optionee. This Option Agreement is governed by California law except for that
body of law pertaining to conflict of laws.

         14. Headings. The captions used in this Option Agreement are inserted
for convenience and shall not be deemed a part of this Option Agreement for
construction or interpretation.

         15. Interpretation. Any dispute regarding the interpretation of this
Option Agreement shall be submitted by the Optionee or by the Company forthwith
to the Board or the Administrator that administers the Plan, which shall review
such dispute at its next regular meeting. The resolution of such dispute by the
Board or the Administrator shall be final and binding on all persons.

                                      PETPLANET.COM, INC.



                                      By:  _______________________________
                                               Steven Marder, CEO


         OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE
WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE
OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT NOTHING IN THIS OPTION AGREEMENT, NOR IN THE COMPANY'S 1999 STOCK OPTION
PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY
RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY,
NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT
TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT
NOTICE OR CAUSE.

         Optionee acknowledges receipt of a copy of the Plan and represents that
he is familiar with the terms and provisions thereof, and hereby accepts this
Option Agreement subject to all of the terms and provisions thereof. Optionee
has reviewed the Plan and this Option Agreement in

<PAGE>


their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option Agreement and fully understands all provisions of the
Option Agreement. Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Administrator upon any questions
arising under the Plan or this Option Agreement. Optionee further agrees to
notify the Company upon any change in the residence address indicated below.


         Dated: ______________________ ________________________________________
                                       Signed: ________________________________
                                               Optionee


                                       Residence Address:

                                       ________________________________________
                                       ________________________________________
                                       ________________________________________

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                                    EXHIBIT A

                               PETPLANET.COM, INC.
                             1999 STOCK OPTION PLAN
                                 EXERCISE NOTICE

PetPlanet.com, Inc.
21 Stillman Street, Suite 600
San Francisco, CA  94107

Attention: Secretary


-----------------------
          (date)



                                ____ Incentive Stock Option Exercise
                                ____ Non-Qualified Stock Option Exercise


         I hereby notify PetPlanet.com, Inc. (the "Company") that I elect to
exercise the following stock options:

<TABLE>
<CAPTION>
   Grant             Grant             # of             Price/       Total Exercise Cost
   Number            Date             Shares            Share         (excluding taxes)
   ------            -----            ------            ------       -------------------
     <S>                <C>              <C>               <C>                  <C>

   ------            -----            ------            ------

   ------            -----            ------            ------
</TABLE>


         Concurrently with the delivery of this Exercise Notice to the Company,
I shall hereby pay to the Company the Total Exercise Cost for the Shares
purchased in accordance with the provisions of my agreement with the Company
evidencing the option(s) specified above. Furthermore, I understand that any
taxes which may be due at the time of this exercise will be calculated and added
to the Total Exercise Cost listed above.



<PAGE>


         The payment of the Total Exercise Price will be made via:

                  1) ____  Cash, Check or Money Order,

                  2) ____  Payment by ________________________ (broker) as part
of the Company's "cashless" exercise program.

         Please note the following:

                  1) ____ Yes I wish to have taxes withheld at the following
rate (above any minimum required):

                                    Federal ______%           State ______%

                  2) ____ No I do not wish to have taxes withheld above the
minimum requirement (if any).


Signature of Optionee      ____________________________________

Please print
Optionee's Name:           ____________________________________

Address:                            ____________________________________

                                    ____________________________________

                                    ____________________________________

Social Security Number:    ____________________________________


<PAGE>





                               PETPLANET.COM, INC.
                             1999 STOCK OPTION PLAN
                       INVESTMENT REPRESENTATION STATEMENT

OPTIONEE                   :

COMPANY                    :              PETPLANET.COM, INC.

SECURITY                   :              COMMON STOCK

AMOUNT                     :

DATE                       :

In connection with the purchase of the above-listed securities, the undersigned
Optionee represents to the Company the following:

         (a) Optionee is aware of the Company's business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the securities. Optionee is
acquiring these securities for investment for Optionee's own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").

         (b) Optionee acknowledges and understands that the securities
constitute "restricted securities" under the Securities Act and have not been
registered under the Securities Act in reliance upon a specific exemption
therefrom, which exemption depends upon among other things, the bona fide nature
of Optionee's investment intent as expressed herein. In this connection,
Optionee understands that, in the view of the Securities and Exchange
Commission, the statutory basis for such exemption may be unavailable if
Optionee's representation was predicated solely upon a present intention to hold
these securities for the minimum capital gains period specified under tax
statutes, for a deferred sale, for or until an increase or decrease in the
market price of the securities, or for a period of one year or any other fixed
period in the future. Optionee further understands that the securities must be
held indefinitely unless they are subsequently registered under the Securities
Act or an exemption from such registration is available. Optionee further
acknowledges and understands that the Company is under no obligation to register
the securities. Optionee understands that the certificate evidencing the
securities will be imprinted with a legend which prohibits the transfer of the
securities unless they are registered or such registration is not required in
the opinion of counsel satisfactory to the Company.

         (c) Optionee is familiar with the provisions of Rule 144, promulgated
under the Securities Act, which, in substance, permit limited public resale of
"restricted securities"




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acquired, directly or indirectly from the issuer thereof, in a non-public
offering subject to certain limited circumstances under Rule 144, which requires
the resale to occur not less than one year after the later of the date the
securities were sold by the Company or the date the securities were sold by an
affiliate of the Company, within the meaning of Rule 144; and, in the case of
acquisition of the securities by an affiliate, or by a non-affiliate who
subsequently holds the securities less than two years, the satisfaction of the
conditions set forth in sections (1), (2), (3) and (4) of the paragraph
immediately above.

         (d) Optionee hereby agrees that if so requested by the Company or any
representative of the underwriters in connection with any registration of the
offering of any securities of the Company under the Securities Act, Optionee
shall not sell or otherwise transfer any securities of the Company during the
180-day period following the effective date of a registration statement of the
Company filed under the Securities Act; provided, however, that such restriction
shall only apply to public offerings which include securities to be sold on
behalf of the Company to the public in an underwritten public offering under the
Securities Act. The Company may impose stop-transfer instructions with respect
to securities subject to the foregoing restrictions until the end of such
180-day period.

         (e) Optionee further understands that in the event all of the
applicable requirements of Rule 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144 is
not exclusive, the Staff of the Securities and Exchange Commission has expressed
its opinion that persons proposing to sell private placement securities other
than in a registered offering and otherwise than pursuant to Rules 144 will have
a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons and
their respective brokers who participate in such transactions do so at their own
risk. Optionee understands that no assurances can be given that any such other
registration exemption will be available in such event.

         (f) Optionee understands that the certificate evidencing the securities
will be imprinted with a legend which prohibits the transfer of securities
without the consent of the Commissioner of Corporations of California. Optionee
has read the applicable Commissioner's Rules with respect to such restriction, a
copy of which is attached.


                                   Signature of Optionee:


                                   ____________________________________________

                                   Date:_________________________ 2000