<PAGE>

                                                                  EXHIBIT 4.2



THIS NOTE HAS NOT BEEN, AND THE COMMON STOCK TO BE ISSUED UPON CONVERSION HEREOF
WILL NOT, UPON THE ISSUANCE THEREOF, HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER STATE SECURITIES LAWS AND MAY NOT BE
SOLD, PLEDGED, OR OTHERWISE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, OR (B) THE COMPANY HAS BEEN
FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT
THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER.


                               PETPLANET.COM, INC.
                       10% NON-NEGOTIABLE CONVERTIBLE NOTE
                                 DUE MAY 1, 2000


$                                                            San Francisco, CA
 --------------------


                                 October 5, 1999

                  PetPlanet.com, Inc., a Delaware corporation, (herein called
the "Company") for value received, hereby promises to pay to the order
of_________________________________________ or his registered successor or
assign ("Holder") the principal sum of ______________________________________
(the "Principal Amount"), payable on May 1, 2000 (the "Maturity Date"), in
lawful currency of the United States, and to pay interest on the unpaid balance
of the Principal Amount from the date hereof (the "Issuance Date"), at the rate
of ten percent (10%) per annum or the maximum rate of interest permitted by law,
whichever is lower (the "Interest Rate"), payable in arrears in one installment
on the earlier to occur of (x) the Common Stock Issuance Date (as defined below)
or (y) the Maturity Date; all payments of principal of this Note and all
payments of interest on this Note to be made by mail to the address of the
Holder set forth on the Note Register (as hereinafter defined). After maturity
(whether by acceleration or otherwise) or after the occurrence of an Event of
Default (as defined below), and whether or not a judgment has been issued
thereon, interest ("Default Interest") shall accrue and be payable at a rate per
annum equal to either (x) the interest rate of 10% or (y) the maximum rate
permitted by law, whichever is lower. Interest hereon for any period shall be
computed on the basis of a 360-day year and be calculated on the basis of the
actual number of days elapsed in the accrual period.

                  1. Certain Definitions. As used herein, the following terms
shall have the following respective meanings (certain other terms are defined
elsewhere herein):

                  1.1. The term "Common Stock" shall mean the common stock, $.01
par value, of the Company, designated as "Common Stock."

                  1.2. The term "Company" shall mean PetPlanet.com, Inc., a
Delaware corporation, the maker of this Note, and shall also mean any successor
corporation which shall become such in the manner prescribed in Section 2
hereof.

                  1.3. The term "corporation" shall include an association,
joint stock company, business trust or other similar organization.

                  1.4. Unless the context otherwise requires, the term
"Holder(s)" or "Registered Holder(s)" is used herein to mean the person or
<PAGE>

entity named as payee on the first page hereof (herein sometimes also called the
"payee named herein") or any other person who shall at the time be the
Registered Holder of this Note.

                  1.5. The term "Issuance Notice" shall mean any notice
delivered to the Registered Holder of this Note stating that the Company will
issue Common Stock and setting forth the expected Common Stock Issuance Date,
which notice shall be delivered to the Registered Holder hereof at least ten
(10) and no more than thirty (30) days prior to such Common Stock Issuance Date.

                  1.6. The term "Market Price" shall mean, for any day, the last
sale price for the Common Stock shares on the principal securities exchange on
which the Common Stock shares are listed or admitted to trading, or, if not so
listed or admitted to trading on any securities exchange, the last sale price
for the Common Stock Shares on the New York Stock Exchange ("NYSE") or National
Association of Securities Dealers National Market System ("NASD"), or, if the
Common Stock Shares shall not be listed on such exchange or system, the closing
bid price in the over-the-counter market, in each such case, unless otherwise
provided herein, averaged over a period of five (5) consecutive business days
prior to the day as of which Market Price is being determined.

                  1.7. The term "Note" refers to this Note and all extensions or
renewals hereof. Such term also refers to any Note or Notes executed and
delivered by the Company in exchange or replacement of this Note pursuant to
Section 4 hereof. .

                  1.8. The term "Note Register" shall mean the Company's
register of Notes kept at its principal executive offices indicating the
Registered Holders of the Notes and their respective mailing addresses.

                  1.9. The term "person" shall mean an individual, a
corporation, partnership, trust, an unincorporated organization, a governmental
entity or any department, agency or political subdivision thereof.

                  1.10. The term "Common Stock Conversion Rate" shall be,
subject to Section 7 hereof, one share of Common Stock for every five dollars
($5.00) of the Principal Amount outstanding at the date of conversion
("Conversion Date") rounded down to the nearest whole number of shares.

                  2. Holders. The Company may deem and treat the Registered
Holder of this Note as set forth in the Note Register as the absolute owner of
this Note for the purpose of receiving payment hereon or on account hereof and
for all other purposes, and the Company shall not be affected by any notice to
the contrary.

                  3. Automatic Payment. In the event that, prior to full payment
of the Note or the Holder's exercise of any conversion rights as set forth in
Section 7 below the Company obtains private or public financing in excess of two
million dollars ($2,000,000.00) during the term of this Note, the Company will
repay, and the Holder will accept as payment in full, the outstanding Principal
Amount and interest accrued to date within thirty (30) days after the closing
date of such private or public financing. Such payment shall be considered
payment in full and constitute termination of this Note. All unexercised
conversion rights as provided in Section 7.1 shall expire upon such repayment
and the Company shall be forever released from all its obligations and
liabilities under this Note.

                                       2
<PAGE>

                  4. Subordination. The indebtedness evidenced by this Note is
hereby expressly subordinated, to the extent and in the manner hereinafter set
forth, in right of payment to the prior payment in full of all the Company's
Senior Indebtedness, as hereinafter defined.

                  4.1. Senior Indebtedness. As used in this Note, the term
"Senior Indebtedness" shall mean the principal of and unpaid accrued interest on
all indebtedness of the Company to banks, insurance companies or other financial
institutions regularly engaged in the business of lending money, which is for
money borrowed by the Company (whether or not secured) or any such indebtedness
or any debentures, notes or other evidence of indebtedness issued in exchange
for such indebtedness or any indebtedness arising from the satisfaction of such
indebtedness by a guarantor.

                  4.2. Default on Senior Indebtedness. If there should occur any
receivership, insolvency, assignment for the benefit of creditors, bankruptcy,
reorganization or arrangements with creditors (whether or not pursuant to
bankruptcy or other insolvency laws), sale of all or substantially all of the
assets, dissolution, liquidation or any other marshalling of the assets and
liabilities of the Company, or if this Note shall be declared due and payable
upon the occurrence of an Event of Default with respect to any Senior
Indebtedness, then (i) no amount shall be paid by the Company in respect of the
principal of or interest on this Note at the time outstanding, unless and until
the principal of and interest on the Senior Indebtedness then outstanding shall
be paid in full, and (ii) no claim or proof of claim shall be filed with the
Company by or on behalf of the Holder of this Note that shall assert any right
to receive any payments in respect of the principal of and interest on this
Note, except subject to the payment in full of the principal of and interest on
all of the Senior Indebtedness then outstanding. If there occurs an event of
default that has been declared in writing with respect to any Senior
Indebtedness, or in the instrument under which any Senior Indebtedness is
outstanding, permitting the Holder of such Senior Indebtedness to accelerate the
maturity thereof, then, unless and until such event of default shall have been
cured or waived or shall have ceased to exist, or all Senior Indebtedness shall
have been paid in full, no payment shall be made in respect of the principal of
or interest on this Note, unless within three (3) months after the happening of
such Event of Default, the maturity of such Senior Indebtedness shall not have
been accelerated.

                  4.3. Effect of Subordination. Subject to the rights, if any,
of the holders of Senior Indebtedness under this Section 4 to receive cash,
securities or other properties otherwise payable or deliverable to the Holder of
this Note, nothing contained in this Section 4 shall impair, as between the
Company and the Holder, the obligation of the Company, subject to the terms and
conditions hereof, to pay to the Holder the principal hereof and interest hereon
as and when the same become due and payable, or shall prevent the Holder of this
Note, upon default hereunder, from exercising all rights, powers and remedies
otherwise provided herein or by applicable law.

                  4.4. Subrogation. Subject to the payment in full of all Senior
Indebtedness and until this Note shall be paid in full, the Holder shall be
subrogated to the rights of the holders of Senior Indebtedness (to the extent of
payments or distributions previously made to such holders of Senior Indebtedness
pursuant to the provisions of Section 4.2 above) to receive payments or
distributions of assets of the Company applicable to the Senior Indebtedness. No
such payments or distributions applicable to the Senior Indebtedness shall, as
between the Company and its creditors, other than the holders of Senior
Indebtedness and the Holder, be deemed to be a payment by the Company to or on
account of this Note; and for the purposes of such subrogation, no payments or
distributions to the holders of Senior Indebtedness to which the Holder would be
entitled except for the provisions of this Section 4 shall, as between the
Company and its creditors, other than the holders of Senior Indebtedness and the
Holder, be deemed to be a payment by the Company to or on account of the Senior
Indebtedness.

                                       3
<PAGE>

                  4.5. Undertaking. By its acceptance of this Note, the Holder
agrees to execute and deliver such documents as may be reasonably requested from
time to time by the Company or the lender of any Senior Indebtedness in order to
implement the foregoing provisions of this Section 4.

                  5. Events of Default and Remedies.

                  5.1. Events of Default. The entire unpaid Principal Amount of
this Note, together with all accrued interest thereon, shall, at the option of
the Holder hereof, exercised by written notice to the Company at its principal
executive offices, forthwith become and be due and payable if any one or more of
the following events (herein individually called an "Event of Default") shall
have occurred (for any reason whatsoever and whether such happening shall be
voluntary or involuntary or come about or be effected by operation of law or
pursuant to or in compliance with any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) and be
continuing at the time of such notice:

                  (a) if the Company shall default in the payment of the
Principal Amount of this Note when and as the same shall become due and payable,
whether at maturity, by acceleration or otherwise;

                  (b) if the Company shall default in the payment of interest on
this Note when and as such interest shall become due and payable, and such
default shall have continued for a period of five (5) days;

                  (c) if the Company shall:

                           (i) admit in writing its inability to pay its debts
generally as they become due;

                           (ii) file a petition in bankruptcy or a petition to
take advantage of any insolvency act;

                           (iii) make an assignment for the benefit of
creditors;

                           (iv) consent to the appointment of a receiver of
itself or of the whole or any substantial part of its property;

                           (v) on a petition in bankruptcy filed against it, be
adjudicated a bankrupt; or

                           (vi) file a petition or answer seeking reorganization
or arrangement under the bankruptcy laws or any other applicable laws or
statues.

                  (d) if a court of competent jurisdiction or any other
governmental body or agency shall enter an order, judgment, or decree
appointing, without the consent of the Company, a receiver of the Company or of
the whole or any substantial part of its property, or approving a petition filed
against it seeking reorganization or arrangement of the Company under the
bankruptcy laws, and such order, judgment or decree shall not be vacated or set
aside or stayed within sixty (60) days from the date of entry thereof;

                                       4
<PAGE>

                  (e) if, under the provisions of any other law, any court of
competent jurisdiction or any other governmental body or agency shall assume
custody or control of the Company or of the whole or any substantial part of its
property and such custody or control shall not be terminated or stayed within
sixty (60) days from the date of assumption of such custody or control; or

                  (f) if an Event of Default shall have been declared in respect
of any other Note or Notes or Senior Indebtedness.

                  5.2. Within five (5) days of receipt by the Company of any
notice from any Holder of the Note stating that an Event of Default has occurred
and accelerating the maturity of such Note, as provided in subsection 5.1 above,
the Company shall deliver notice thereof, in writing, to each of the other
holders of Notes.

                  5.3. In case any one or more of the Events of Default
specified in Section 5.1 hereof shall have occurred and be continuing, the
Holder hereof may proceed to protect and enforce its or his rights hereunder
either by suit in equity and/or by action at law, whether for the specific
performance of any covenant or agreement contained in this Note or in aid of the
exercise of any power granted in this Note, or the Holder hereof may proceed to
enforce the payment of all sums due upon this Note or to enforce any other legal
or equitable right of the Holder of this Note.

                  5.4. No remedy herein conferred upon the Holder hereof is
intended to be exclusive of any other remedy and each and every such remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or
otherwise.

                  5.5. No course of dealing between the Company and the Holder
hereof or any delay on the part of the Holder in exercising any rights hereunder
shall operate as a waiver of any rights of any Holder hereof. The Company waives
and agrees not to assert:

                  (a) any right to require the Holder to proceed against or
exhaust any security for the Notes, to pursue any other remedy available to the
Holders or to pursue any remedy in any particular order or manner; (b) the
benefits of any statute of limitations affecting its liability hereunder or the
enforcement hereof; (c) the benefits of any legal or equitable doctrine or
principle of marshalling; (d) any defense arising by reason of any disability or
other defense of the Company or by reason of the cessation from any cause
whatsoever (other than payment in full) of the liability of the Company for
payment of this Note and (e) the benefits of any statutory provision limiting
the right of the Holders to recover a deficiency judgment or to otherwise
proceed against any person or entity obligated for payment of the Notes, after
any foreclosure or trustee's sale of any security for the Notes.

                  6. Exchange or Replacement of this Note.

                  (a) Subject to the transfer restrictions contained in the
legend on the face of this Note, the Holder of this Note, at its option, may in
person or by duly authorized attorney surrender this Note for exchange, at the
principal executive offices of the Company, and receive in exchange therefor a
new Note or Notes in the same aggregate Principal Amount as the aggregate unpaid
Principal Amount of this Note and bearing interest at the same annual rate as
this Note, such new Note or Notes to be dated as of the Issuance Date and to be
in such Principal Amount and payable to such person or persons as such Holder
may designate in writing; provided, that the Holder shall be required to pay any

                                       5
<PAGE>

tax or other governmental charge which may be payable in respect of any transfer
involved in the issuance and delivery of a new Note or Notes and any other
expenses of the Company payable in connection therewith. Seven (7) days' prior
written notice of the Holder's intention to make such exchange shall be given to
the Company, and provided that in the event of any such exchange involving the
issuance and delivery of a new Note in the name other than that of the Holder of
this Note, such notice shall include the name and mailing and residence address
of the transferee and stating the desired effective date of such change of
ownership.

                  (b) With respect to any transfer of this Note in accordance
with clause (a) of this Section 6, such transfer shall be registered upon the
Company's Note Register following the Company's receipt of all documents
necessary to effect transfer in accordance with this Section 6 (but subject to
the transfer restrictions contained in the legend on the face of this Note). The
effective date of any such transfer recorded on the Note Register shall be the
date requested in the notice of transfer. In the event the desired date is
omitted from the notice of transfer, the Company may in its discretion honor
such transfer, and, in such case, the effective date of transfer shall be the
first date at which the Company is in receipt of all of the items required by
this Section 6. All accrued interest from and after the Issuance Date payable in
respect of this Note shall be due and payable as provided herein to the
Registered Holder of this Note.

                  (c) Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Note, and (in case of
loss, theft or destruction) of indemnity satisfactory to it, and upon surrender
and cancellation of this Note, if mutilated, the Company, upon reimbursement to
it of all reasonable expenses incidental thereto, will make and deliver a new
Note, of like tenor in lieu of this Note. Any Note made and delivered in
accordance with the provisions of this paragraph (c) shall be dated as of the
Issuance Date.

                  7. Conversion of Note.

                  7.1. Conversion Right.

                  (a) Voluntary Conversion. Any Holder of this Note shall have
the right at Holder's option to convert all or any portion of the Principal
Amount of this Note, subject to and upon compliance with the terms and provision
of this Section 7, into such number of whole shares of such fully paid and
nonassessable shares of Common Stock as determined in accordance with the Common
Stock Conversion Rate. The conversion right provided in this Section 7 shall
expire upon the repayment in full of this Note with interest.

                  7.2. Conversion Procedure.

                  (a) Notice of Conversion Pursuant to Section 7.1(a). Before
the Holder shall be entitled to convert this Note into shares of Common Stock,
it shall surrender this Note at the office of the Company and shall give written
notice by mail, postage prepaid, to the Company at its principal corporate
office, of the election to convert the same, if the Holder is electing to
convert pursuant to Section 7.1(a), and shall state therein the name or names in
which the certificate or certificates for shares of Common Stock are to be
issued. The Company shall, as soon as practicable thereafter, issue and deliver
at such office to the Holder of this Note a certificate or certificates for the
number of shares of Common Stock to which the Holder of this Note shall be
entitled as aforesaid. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of this
Note, and the person or persons entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder or holders of such shares of Common Stock as of such date.

                                       6
<PAGE>

                  (b) Notice of Conversion Pursuant to Section 7. If this Note
is automatically converted, written notice shall be delivered to the Holder of
this Note at the address last shown on the records of the Company for the Holder
or given by the Holder to the Company for the purpose of notice or, if no such
address appears or is given, at the place where the principal executive office
of the Company is located, notifying the Holder of the conversion to be
effected, specifying the Common Stock Conversion Rate, the Principal Amount of
the Note to be converted, the amount of accrued interest to be converted, the
date on which such conversion will occur and calling upon such Holder to
surrender to the Company, in the manner and at the place designated, the Note.

                  7.3. Delivery of Stock Certificates. As promptly as
practicable after the conversion of this Note, the Company at its expense will
issue and deliver to the Holder of this Note a certificate or certificates for
the number of full shares of Common Stock issuable upon such conversion.

                  7.4. Mechanics and Effect of Conversion. No fractional shares
of Common Stock shall be issued upon conversion of this Note. In lieu of the
Company issuing any fractional shares to the Holder upon the conversion of this
Note, the Company shall pay to the Holder the amount of outstanding principal
that is not so converted, such payment to be in the form as provided below. Upon
the conversion of this Note pursuant to Section 7.1(a) above, the Holder shall
surrender this Note, duly endorsed, at the principal office of the Company. At
its expense, the Company shall, as soon as practicable thereafter, issue and
deliver to such Holder at such principal office a certificate or certificates
for the number of shares of such Common Stock to which the Holder shall be
entitled upon such conversion (bearing such legends as are required by
applicable state and federal securities laws in the opinion of counsel to the
Company), together with any other securities and property to which the Holder is
entitled upon such conversion under the terms of this Note, including a check
payable to the Holder for any cash amounts payable as described above. Upon
conversion of this Note, the Company shall be forever released from all its
obligations and liabilities under this Note, except that the Company shall be
obligated to pay the Holder, within ten (10) days after the date of such
conversion, any interest accrued and unpaid or unconverted to and including the
date of such conversion, and no more.

                  7.5. Conversion Price Adjustments.

                  (a) Adjustments for Stock Splits and Subdivisions. In the
event the Company should at any time or from time to time after the date of
issuance hereof fix a record date for the effectuation of a split or subdivision
of the outstanding shares of Common Stock or the determination of holders of
Common Stock entitled to receive a dividend or other distribution payable in
additional shares of Common Stock or other securities or rights convertible
into, or entitling the Holder thereof to receive directly or indirectly,
additional shares of Common Stock (hereinafter referred to as "Common Stock
Equivalents") without payment of any consideration by such Holder for the
additional shares of Common Stock or the Common Stock Equivalents (including the
additional shares of Common Stock issuable upon conversion or exercise thereof),
then, as of such record date (or the date of such dividend distribution, split
or subdivision if no record date is fixed), the Common Stock Conversion Rate of
this Note shall be appropriately decreased so that the number of shares of
Common Stock issuable upon conversion of this Note shall be increased in
proportion to such increase of outstanding shares.

                  7.6. Fractional Shares. No certificates for fractional shares
of Common Stock shall be issued upon conversion of this Note. If the conversion
of this Note, or any portion hereof, results in a fraction of a share of Common
Stock, the Company shall pay, out of funds legally available therefor, a cash

                                       7
<PAGE>

adjustment in respect of such fractional share of Common Stock in an amount
equal to the fair market value thereof.

                  7.7. Shares. The Company agrees that its issuance of this Note
shall constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
shares of Common Stock upon the conversion of this Note in accordance with
Section 7.1. The Company agrees that all shares of Common Stock which shall be
issued upon conversion of this Note shall, when so issued, be duly and validly
issued and fully paid and nonassessable.

                  7.8. Anti-Dilution. The Common Stock Conversion Rate per share
shall be subject to adjustment from time to time as hereafter provided. Upon
each adjustment of the Common Stock Conversion Rate, the Holder shall thereafter
be entitled to convert shares at the Common Stock Conversion Rate resulting from
such adjustment, the number of shares obtained per share by dividing the Common
Stock Conversion Rate in effect immediately prior to such adjustment by the
Common Stock Conversion Rate resulting from such adjustment.

                  (a) Stock Splits and Reverse Splits. In the event the Company
subdivides its outstanding shares of Common Stock into a greater number of
shares, the Common Stock Conversion Rate in effect immediately prior to the
subdivision shall be proportionately reduced and the number of shares of Common
Stock convertible pursuant to the conversion terms evidenced hereby immediately
prior to the subdivision shall be proportionately increased, and conversely, in
the event the outstanding shares of Common Stock of the Company are combined
into a smaller number of shares, the Common Stock Conversion Rate in effect
immediately prior to the combination shall be proportionately increased and the
number of shares of Common Stock convertible under the terms of this Section 7.8
shall be proportionately reduced. Except as provided herein, no adjustments in
the Common Stock Conversion Rate and no change in the number of shares of Common
Stock convertible shall be made under this Section 7 as a result, or by reason,
of any subdivision or combination.

                  (b) Reorganization and Asset Sales. If any capital
reorganization or reclassification of the capital stock of the Company, or any
consolidation or merger of the Company with another corporation, or the sale of
all or substantially all its assets to another corporation, shall be effected in
such a way that holders of Common Stock shall be entitled to receive stock,
securities or assets with respect to, or in exchange for, Common Stock then the
following provisions shall apply:

                  (i) As a condition of the reorganization, reclassification,
consolidation, merger or sale (except as otherwise provided in this Section
7.8), lawful and adequate provisions shall be made whereby the Holder shall
thereafter have the right to purchase and receive upon the terms and conditions
specified in this Note and in lieu of the shares of Common Stock immediately
theretofore receivable upon the exercise of the rights represented hereby, the
shares of stock, securities or assets as may be issued with respect to, or in
exchange for, a number of outstanding shares of Common Stock equal to the number
of shares of Common Stock immediately receivable had the reorganization,
reclassification, consolidation, merger or sale not taken place, and in any such
case appropriate provision shall be made with respect to the rights and interest
of such Holder to the end that the provisions hereof (including, without
limitation, provisions or adjustments of the Common Stock Conversion Rate and of
the number of shares of Common Stock receivable upon exercise) shall thereafter
be applicable, as nearly as may be practicable, in relation to any shares of
stock, securities or assets thereafter deliverable upon the conversion of this
Note.

                                       8
<PAGE>

                  (ii) In the event of a merger or consolidation of the Company
with or into another corporation as a result of which a number of shares of
Common Stock of the surviving corporation are greater or lesser than the number
of shares of Common Stock of the Company outstanding immediately prior to the
merger or consolidation are issuable to holders of Common Stock of the Company,
then the Common Stock Conversion Rate in effect immediately prior to the merger
or consolidation shall be adjusted in the same manner as though there were a
subdivision or combination of the outstanding shares of Common Stock of the
Company.

                  7.9. Transfer Taxes. The issue of any stock or other
certificate upon conversion of this Note shall be made without charge to the
Holder of this Note for any transfer or issuance tax in respect of the issue
thereof. The Company shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery of any
certificate in a name other than that of the Holder of this Note, and, the
Company shall not be required to issue or deliver any such certificate unless
and until the person or persons requesting the issuance thereof shall have paid
to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid, and in all cases any
such transfer shall be subject to the transfer restrictions herein contained.

                  8. Modifications. Modifications and alterations of the Note
may be made by the Company with the consent of the Holders of this Note.

                  9. Expenses; Preferential Payments.

                  (a) In the event of any Event of Default hereunder, the
Company agrees to pay to the Holder hereof all expenses including, without
limitation, reasonable fees and disbursements of counsel, incurred by the Holder
in the enforcement and collection of this Note.

                  (b) All payments on this Note shall be applied first to the
payment of any costs, fees or other charges incurred in connection with the
collection of the indebtedness evidenced hereby, next to the payment of accrued
interest, including Default Interest, if any, and then to the reduction of the
Principal Amount.

                  (c) The Company agrees that to the extent the Company makes
any payment to the Holder in connection with the indebtedness evidenced by this
Note, and all or any part of such payment is subsequently invalidated, declared
to be fraudulent or preferential, set aside or required to be repaid by the
Holder or paid over to a trustee, receiver or any other entity, whether under
any bankruptcy act or otherwise (any such payment is hereinafter referred to as
a "Preferential Payment"), then the indebtedness of the Company under this Note
shall continue or shall be reinstated, as the case may be, and, to the extent of
such payment or repayment by the Holder, the indebtedness evidenced by this Note
or part thereof intended to be satisfied by such Preferential Payment shall be
revived and continued in full force and effect as if said Preferential Payment
had not been made.

                  10. Offset.

                  (a) The Holder of this Note is hereby irrevocably authorized
at any time and from time to time without notice to the Company, any such notice
being expressly waived by the Company, to offset and appropriate and apply any
and all deposits (general or special, time or demand, provisional or final), in
any currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect or contingent or matured or unmatured at
any time held or owing by such Holder to or for the credit or the account of the
Company, or any part thereof in such amounts as such Holder may elect, against

                                       9
<PAGE>

and on account of the obligations and liabilities of the Company to such Holder
hereunder and claims of every nature and description of such Holders against the
Company, in any currency, whether arising hereunder or otherwise, as such Holder
may elect, whether or not such Holder has made any demand for payment, although
such obligations, liabilities and claims may be contingent or unmatured and
without regard to whether an Event of Default has occurred. Any Holder
exercising its rights under this Section 10 agrees to notify the Company
promptly of any such offset and the application made by such Holder, provided
that the failure to give such notice shall not affect the validity of such
offset and application. The rights of the Holder under this Section 10 are in
addition to any other rights and remedies (including, without limitation, other
rights of offset) which such Holder may have.

                  (b) The payment of the Principal Amount of this Note and the
interest due hereon, or any other amounts due in respect hereof, shall not be
subject to any offset, counterclaim or other reduction by the Company.

                  11. Section Headings. The Section headings contained herein
are for the purpose of convenience of reference only and are not intended to
define or limit the contents of any such Section.

                  12. Severability. In the event that one or more of the
provisions of this Note shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Note, but this Note shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.

                  13. Governing Law. This Note shall be governed by and
construed in accordance with the laws of the State of California applicable to
agreements made and to be performed entirely within such State.

                  14. Notices. Any notice to be given hereunder shall be in
writing and delivered personally or by overnight courier or sent by certified
mail, postage prepaid, return receipt requested, addressed to the Company at 21
Stillman Street, Suite 600, San Francisco, California 94107 and to the Holder at
such address as is set forth in the Subscription Agreement between the Company
and the initial Holder hereof, or such other address as either party may
subsequently designate by like notice.

IN WITNESS WHEREOF, this Note has been executed by the parties as of the day,
month and year first above written.


                                      HOLDER

                                      By:___________________________



                                      PETPLANET.COM, INC.


                                      By:___________________________
                                      Name: Steven E. Marder
                                      Title: Chief Executive Officer

                                       10
<PAGE>

                                     WARRANT

THIS WARRANT CERTIFICATE AND THE WARRANTS EVIDENCED HEREBY HAVE NOT BEEN AND THE
COMMON STOCK TO BE ISSUED UPON EXERCISE OF SUCH WARRANTS HAS NOT BEEN OR WILL
NOT, UPON THE ISSUANCE THEREOF, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR QUALIFIED UNDER STATE SECURITIES LAWS
BUT HAVE BEEN, OR WILL BE, AS THE CASE MAY BE, ISSUED PURSUANT TO AN EXEMPTION
FROM SUCH REGISTRATION AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED
OR OTHERWISE DISPOSED OF UNLESS (i) THE ISSUER THEREOF SHALL HAVE RECEIVED AN
OPINION OF COUNSEL TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION THEREOF
IS LEGALLY REQUIRED FOR SUCH TRANSFER OR (ii) COVERED BY AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE
STATE SECURITIES LAWS.

No.                                        Warrant to Purchase 33,333 Shares of
   ------------------                              Common Stock (subject
                                                      to adjustment)

                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                               PETPLANET.COM, INC.

          Void after November 1, 2002 or as otherwise provided herein.

         This certifies that, for value received, ____________________________
or his registered assigns ("Holder") is entitled, subject to the terms set forth
below, to purchase from PETPLANET.COM, INC. (the "Company"), a Delaware
corporation, ______________________ shares of the Common Stock of the Company
(the "Shares"), as constituted on the date hereof (the "Warrant Issue Date"),
upon surrender hereof, at the principal office of the Company referred to below,
with the subscription form attached hereto duly executed, and simultaneous
payment therefor in lawful money of the United States or otherwise as
hereinafter provided, at the exercise price (the "Exercise Price") as set forth
in Section 2 below. The number, character and Exercise Price of such Shares are
subject to adjustment as provided below. The term "Warrant" as used herein shall
include this Warrant, which is one of a series of warrants issued for the Shares
of the Company, and any warrants delivered in substitution or exchange therefor
as provided herein.

         1. Term of Warrant. Subject to the terms and conditions set forth
herein, this Warrant shall be exercisable, in whole or in part, during the term
commencing on the Warrant Issue Date and ending on November 1, 2002 at 5:00
P.M., Pacific standard time, and shall be void thereafter.

         2. Exercise Price. The Exercise Price at which this Warrant may be
exercised shall be five dollars ($5.00).

         3. Exercise of Warrant.

         (a) The purchase rights represented by this Warrant are exercisable by
the Holder in whole during the term hereof as described in Section 1 above, by

                                       1
<PAGE>

the surrender of this Warrant and the Notice of Exercise annexed hereto duly
completed and executed on behalf of the Holder, at the office of the Company (or
such other office or agency of the Company as it may designate by notice in
writing to the Holder at the address of the Holder appearing on the books of the
Company), upon payment (i) in cash or by check acceptable to the Company, (ii)
by cancellation by the Holder of indebtedness of the Company to the Holder, or
(iii) by a combination of (i) and (ii), of the purchase price of the Shares to
be purchased.

         (b) This Warrant shall be deemed to have been exercised immediately
prior to the close of business on the date of its surrender for exercise as
provided above, and the person entitled to receive the Shares of Common Stock
issuable upon such exercise shall be treated for all purposes as the holder of
record of such Shares as of the close of business on such date. As promptly as
practicable on or after such date and in any event within ten (10) days
thereafter, the Company at its expense shall issue and deliver to the person or
persons entitled to receive the same a certificate or certificates for the
number of Shares issuable upon such exercise. In the event that this Warrant is
exercised in part, the Company at its expense will execute and deliver a new
Warrant of like tenor exercisable for the number of Shares for which this
Warrant may then be exercised.

         4. No Fractional Shares or Scrip. No fractional Shares or scrip
representing fractional Shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional share to which the Holder would otherwise be
entitled, the Company shall make a cash payment equal to the Exercise Price
multiplied by such fraction.


         5. Replacement of Warrant. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and substance to the Company
or, in the case of mutilation, on surrender and cancellation of this Warrant,
the Company at its expense shall execute and deliver, in lieu of this Warrant, a
new warrant of like tenor and amount.

         6. Registration Rights.

         (a) Piggy-back Registration Rights. In the event of a public offering
of the Company's securities registered pursuant to the Securities Act in which
the Company receives gross proceeds of $5,000,000 or such lesser amount as may
be determined by the board of directors of the Company (other than a
registration (A) on Form S-8 or S-4 or any successor or similar forms, (B)
relating to Common Stock issuable upon exercise of employee stock options or in
connection with any employee benefit or similar plan of the Company or (C) in
connection with a direct or indirect acquisition by the Company of another
company), whether or not for the sale of its own account, the Company will give
at least thirty (30) days' prior written notice of the filing thereof to all
holders of Warrants (referred to as the "Registrable Warrants") covering shares
of Common Stock issuable upon the exercise of Warrants (the "Warrant Shares")
and Registrable Stock, as defined below.

             (i) The Company's notice shall afford the holders of all
Registrable Warrants and of Registrable Stock an opportunity to elect within
thirty (30) days after receipt thereof to include in such filing their
Registrable Stock "Registrable Stock" covers the Warrant Shares then outstanding
which (x) are not registered under the Securities Act or (y) are not eligible
for sale under circumstances in which all of the applicable conditions of Rule
144 (or any similar provisions then in effect) under the Securities Act are met
or (z) may

                                       2
<PAGE>

not be sold pursuant to Rule 144(k), and the Company has not delivered a new
certificate or other evidence of ownership for such share not bearing a
restrictive legend.

             (ii) The inclusion of Registrable Stock in any such registration
involving an underwritten public offering shall be upon the condition that the
holders thereof complete and execute all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements and the provisions hereof in
respect of registration rights.

             (iii) For so long as any Registrable Stock or Registrable Stock or
Registrable Warrant remains outstanding, the Company shall be obligated under
this Section 6(a) to afford the holders thereof the right to participate in each
and every such registration of Common Stock of the Company. If, at any time
after giving written notice of its intention to register any Common Stock
pursuant to this Section 6(a) and prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason not to register such stock, the Company shall
give written notice to all such holders of Registrable Stock and, thereupon,
shall be relieved of its obligation to register any Registrable Stock in
connection with such registration (without prejudice, however, to rights of any
such holder under Section 6(a) above).

             (iv) If a registration pursuant to this Section 6(a) involves an
underwritten public offering and the managing underwriter shall advise the
Company that, in its view, the number of shares of Common Stock which the
Company and such holders of Registrable Stock intend to include in such
registration exceeds the maximum offering size, the number of shares to be
included in such registration shall be limited by excluding the shares to be
registered in such offering, to the extent required by such limitation, in the
following order: (A) first, any securities or shares (other than Registrable
Stock) subject to other contractual registration rights, (B) next, the number of
shares that may be included in the registration and underwriting by holders of
Registrable Stock shall be allocated among all holders thereof, in proportion,
as nearly as practicable, to the respective amounts of securities which such
holders of Registrable Stock would otherwise be entitled to include in such
registration, and (C) last, the shares being registered by the Company.

         (b) Expenses of Registration. The costs and expenses (other than
underwriting discount or commission) of the registrations effected pursuant to
Section 6(a) above and of all other actions which the Company is required to
take or effect pursuant to this Section 6 shall be paid by the Company
(including, without limitation, all federal, state, NYSE or NASD registration
and filing fees, printing expenses, costs of special audits incidental to or
required by any such registration, and fees and disbursements of counsel for the
Company and for the holders of Registrable Stock (including allocated costs of
internal counsel)), except that all such expenses in connection with any
amendment or supplement to the registration statement or the prospectus used in
connection therewith required to be filed more than nine (9) months after the
date on which such registration statement becomes effective under the Securities
Act because any holder has not effected the disposition of Registrable Stock
covered by such registration statement shall be borne by such holder or holders,
in such proportions as they may agree.

         (c) Registration Procedures. Whenever holders of Registrable Stock
request that any Registrable Stock be registered pursuant to Section 6(a) above,
the Company will, subject to the provisions of this Section 6, use reasonable
efforts to effect the registration of such Registrable Stock in accordance with
the intended method of disposition thereof as quickly as practicable, and in
connection with any such request:

                                       3
<PAGE>

             (i) The Company will as expeditiously as possible prepare and file
with the Commission a registration statement on any form for which the Company
then qualifies and which counsel for the Company shall deem appropriate and
which form shall be available for the sale of the Registrable Stock to be
registered thereunder in accordance with the intended method of distribution
thereof, and use reasonable efforts to cause such filed registration statement
to become and remain effective for a period of not less than nine (9) months (or
such shorter period in which all of the Registrable Stock of the holders thereof
included in such registration statement shall have actually been sold
thereunder).

             (ii) The Company will, if requested, prior to filing a registration
statement or prospectus or any amendment or supplement thereto, furnish to each
holder of Registrable Stock and each underwriter, if any, of the Registrable
Stock covered by such registration statement copies of such registration
statement as proposed to be filed, and thereafter the Company will furnish to
such holder and underwriter, if any, such number of copies of such registration
statement, each amendment and supplement thereto (in each case including all
exhibits thereto and documents incorporated by reference therein), the
prospectus included in such registration statement (including each preliminary
prospectus) and such other documents as such holder or underwriter may
reasonably request in order to facilitate the disposition of the Registrable
Stock owned by such holder.

             (iii) After the filing of the registration statement, the Company
will promptly notify each holder holding Registrable Stock covered by such
registration statement of any stop order issued or threatened by the Commission
and take all reasonable actions required to prevent the entry of such stop order
or to remove it if entered.

             (iv) The Company will use reasonable efforts to (A) register or
qualify the Registrable Stock covered by such registration statement under such
other securities or blue sky laws of such jurisdictions in the United States as
any holder holding such Registrable Stock reasonably (in light of such holder's
intended plan of distribution) requests and (B) cause such Registrable Stock to
be registered with or approved by such other governmental agencies or
authorities as may be necessary by virtue of the business and operations of the
Company and do any and all other acts and things that may be reasonably
necessary or advisable to enable such holder to consummate the disposition of
the Registrable Stock owned by such holder; provided, that the Company will not
be required to (A) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this subsection (iv), or (B)
subject itself to taxation in any such jurisdiction, or (C) consent to general
service of process in any such jurisdiction.

             (v) The Company will immediately notify each holder holding such
Registrable Stock, at any time when a prospectus relating thereto is required to
be delivered under the Securities Act, of the occurrence of an event requiring
the preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Stock, such
prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading and promptly prepare and make available to each such holder
any such supplement or amendment.

                                       4
<PAGE>

             (vi) The Company will otherwise use its best efforts to comply with
all applicable rules and regulations of the Commission, and make available to
its security holders, as soon as reasonably practicable, an earnings statement
covering a period of twelve (12) months, beginning within three (3) months after
the effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act.

             (vii) The Company may require each such holder to promptly furnish
in writing to the Company such information regarding the distribution of the
Registrable Stock as the Company may from time to time reasonably request and
such other information as may be legally required in connection with such
registration.

             (viii) Each such holder of Registrable Stock agrees that, upon
receipt of any notice from the Company of the happening of any event of the kind
described in Section 6(c)(iii) or 6(c)(v) above (a "Stop-sale Notice"), such
holder will forthwith discontinue disposition of Registrable Stock pursuant to
the registration statement covering such Registrable Stock until such holder's
receipt of a second notice from the Company that such stop-order has been
removed and/or the copies of the supplemented or amended prospectus contemplated
by Section 6(c)(v) above have been filed, and, if so directed by the Company,
such holder will deliver to the Company all copies, other than any permanent
file copies then in such holder's possession, of the most recent prospectus
covering such Registrable Stock at the time of receipt of such Stop-sale Notice.
In the event that the Company shall give such Stop-sale Notice, the Company
shall extend the period during which such registration statement shall be
maintained effective (including the period referred to in Section 6(e)(i) above)
by the number of days during the period from and including the date of the
giving of notice pursuant to Section 6(e)(iii) or 6(e)(v) above, as applicable,
to the date when the Company shall give the holders of Registrable Stock notice
that the Stop-sale Notice has been removed and/or make available to such holders
a prospectus supplemented or amended to conform with the requirements of Section
6(e)(v) above.

         (d) Restriction on Sale. In the event the Company registers its
securities under the Securities Act pursuant to a firm commitment underwriting,
each holder of Registrable Stock will not, for such period of time specified by
the managing underwriter, but not in excess of eighteen (18) months following
the effective date of such registration statement, sell or otherwise transfer
any of the Warrants or any shares of Registrable Stock without the prior written
consent of such underwriter, provided that each of the Company's executive
officers and directors agree to the same restriction for the same period of
time.

         (e) Survival of Provisions. The provisions of this Section with respect
to Warrant Shares, shall survive the exercise of any Registrable Warrants.

         7. Rights of Stockholders. Nothing contained in this Warrant shall be
determined as conferring upon or entitle the Holder to any rights of a
stockholder of the Company

         8. Transfer of Warrant.

         (a) Warrant Register. The Company will maintain a register (the
"Warrant Register") containing the names and addresses of the Holder or Holders.
Any Holder of this Warrant or any portion thereof may change his address as
shown on the Warrant Register by written notice to the Company requesting such
change. Any notice or written communication required or permitted to be given to
the Holder may be delivered or given by mail to such Holder as shown on the
Warrant Register and at the address shown on the Warrant Register. Until this

                                       5
<PAGE>

Warrant is transferred on the Warrant Register of the Company, the Company may
treat the Holder as shown on the Warrant Register as the absolute owner of this
Warrant for all purposes, notwithstanding any notice to the contrary.

         (b) Warrant Agent. The Company may, by written notice to the Holder,
appoint an agent for the purpose of maintaining the Warrant Register referred to
in Section 8(a) above, issuing the Common Stock or other securities then
issuable upon the exercise of this Warrant, exchanging this Warrant, replacing
this Warrant, or any or all of the foregoing. Thereafter, any such registration,
issuance, exchange, or replacement, as the case may be, shall be made at the
office of such agent.

         (c) Transferability and Nonnegotiability of Warrant. This Warrant may
not be transferred or assigned in whole or in part without compliance with all
applicable federal and state securities laws by the transferor and the
transferee (including the delivery of investment representation letters and
legal opinions reasonably satisfactory to the Company, if such are requested by
the Company). Subject to the provisions of this Warrant with respect to
compliance with the Securities Act, title to this Warrant may be transferred by
endorsement (by the Holder executing the Assignment Form annexed hereto) and
delivery in the same manner as a negotiable instrument transferable by
endorsement and delivery.

         (d) Exchange of Warrant Upon a Transfer. On surrender of this Warrant
for exchange, properly endorsed on the Assignment Form and subject to the
provisions of this Warrant with respect to compliance with the Securities Act
and with the limitations on assignments and transfers and contained in this
Section 8, the Company at its expense shall issue to or on the order of the
Holder a new warrant or warrants of like tenor, in the name of the Holder or as
the Holder (on payment by the Holder of any applicable transfer taxes) may
direct, for the number of Shares issuable upon exercise hereof.

         (e) Compliance with Securities Laws.

             (i) The Holder of this Warrant, by acceptance hereof, acknowledges
that this Warrant and the Shares of Common Stock to be issued upon exercise
hereof or conversion thereof are being acquired solely for the Holder's own
account and not as a nominee for any other party, and for investment, and that
the Holder will not offer, sell or otherwise dispose of this Warrant or any
Shares of Common Stock to be issued upon exercise hereof or conversion thereof
except under circumstances that will not result in a violation of the Securities
Act or any state securities laws. Upon exercise of this Warrant, the Holder
shall, if requested by the Company, confirm in writing, in a form satisfactory
to the Company, that the Shares of Common Stock so purchased are being acquired
solely for the Holder's own account and not as a nominee for any other party,
for investment, and not with a view toward distribution or resale.

             (ii) This Warrant and all Shares of Common Stock issued upon
exercise hereof or conversion thereof shall be stamped or imprinted with a
legend in substantially the following form (in addition to any legend required
by state securities laws):


     THIS WARRANT CERTIFICATE AND THE WARRANTS EVIDENCED HEREBY HAVE NOT
     BEEN AND THE COMMON STOCK TO BE ISSUED UPON EXERCISE OF SUCH WARRANTS
     HAS NOT BEEN OR WILL NOT, UPON THE ISSUANCE THEREOF, HAVE BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
     "SECURITIES ACT") OR QUALIFIED UNDER STATE SECURITIES LAWS BUT HAVE
     BEEN, OR WILL BE, AS THE CASE MAY BE, ISSUED PURSUANT TO AN EXEMPTION
     FROM SUCH REGISTRATION AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,

                                       6
<PAGE>

     HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (i) THE ISSUER THEREOF
     SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO THE EFFECT THAT NO
     REGISTRATION OR QUALIFICATION THEREOF IS LEGALLY REQUIRED FOR SUCH
     TRANSFER OR (ii) COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER
     THE SECURITIES ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES
     LAWS.

         9. Reservation of Stock. The Company covenants that during the term
this Warrant is exercisable, the Company will reserve from its authorized and
unissued Common Stock a sufficient number of Shares to provide for the issuance
of Common Stock upon the exercise of this Warrant and, from time to time, will
take all steps necessary to amend its Certificate of Incorporation (the
"Certificate") to provide sufficient reserves of Shares of Common Stock issuable
upon exercise of the Warrant. The Company further covenants that all Shares that
may be issued upon the exercise of rights represented by this Warrant and
payment of the Exercise Price, all as set forth herein, will be free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously or otherwise specified
herein). The Company agrees that its issuance of this Warrant shall constitute
full authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for Shares of
Common Stock upon the exercise of this Warrant.


         10. Notices.

         (a) Whenever the Exercise price or number of Shares purchasable
hereunder shall be adjusted pursuant to Section 12 hereof, the Company shall
issue a certificate signed by its Chief Financial Officer setting forth, in
reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated, and the Exercise
Price and number of Shares purchasable hereunder after giving effect to such
adjustment, and shall cause a copy of such certificate to be mailed (by
first-class mail, postage prepaid) to the Holder of this Warrant.


         (b) In case, and subject to the provisions set forth in Section 12
hereto:

             (i) the Company shall take a record of the holders of its Common
Stock (or other stock or securities at the time receivable upon the exercise of
this Warrant) for the purpose of entitling them to receive any dividend or other
distribution, or any right to subscribe for or purchase any Shares of stock of
any class or any other securities, or to receive any other right, or


             (ii) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation, or any conveyance of all
or substantially all of the assets of the Company to another corporation, or

             (iii) of any voluntary dissolution, liquidation or winding-up of
the Company, then, and in each such case, the Company will mail or cause to be
mailed to the Holder or Holders a notice specifying, as the case may be, (A) the
date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (B) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or

                                       7
<PAGE>

winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock shall be entitled to exchange their Shares
of Common Stock (or such other stock or securities) for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be
mailed at least 15 days prior to the date therein specified.

         (c) All such notices, advises and communications shall be deemed to
have been received (i) in the case of personal delivery, on the date of such
delivery and (ii) in the case of mailing, on the third business day following
the date of such mailing.

         11. Amendments.

         This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.

         12. Adjustments. The Exercise Price and the number of Shares
purchasable hereunder are subject to adjustment from time to time as follows:

         (a) Merger, Sale of Assets, etc. If at any time while this Warrant, or
any portion thereof, is outstanding and unexpired there shall be a Corporate
Transaction as defined below, then, as a part of such Corporate Transaction,
lawful provision shall be made so that the Holder of this Warrant shall
thereafter be entitled to receive upon exercise of this Warrant, during the
period specified herein and upon payment of the Exercise Price then in effect,
the number of Shares of stock or other securities or property of the successor
corporation resulting from such reorganization, merger, consolidation, sale or
transfer that a Holder of the Shares deliverable upon exercise of this Warrant
would have been entitled to receive in such Corporate Transaction if this
Warrant had been exercised immediately before such Corporate Transaction, all
subject to further adjustment as provided in this Section 12. The foregoing
provisions of this Section 12(a) shall similarly apply to successive Corporate
Transactions and to the stock or securities of any other corporation that are at
the time receivable upon the exercise of this Warrant. If the per-share
consideration payable to the Holder hereof for shares in connection with any
such transaction is in a form other than cash or marketable securities, then the
value of such consideration shall be determined in good faith by the Company's
Board of Directors. In all events, appropriate adjustment (as determined in good
faith by the Company's Board of Directors) shall be made in the application of
the provisions of this Warrant with respect to the rights and interests of the
Holder after the transaction, to the end that the provisions of this Warrant
shall be applicable after that event, as near as reasonably may be, in relation
to any shares or other property deliverable after that event upon exercise of
this Warrant.


         (b) Corporate Transaction. A corporate transaction ("Corporate
Transaction") shall be one or more of the following events:

             (i) a reorganization (other than a combination, reclassification,
exchange or subdivision of shares otherwise provided for herein);

             (ii) a merger, acquisition or consolidation of the Company with or
into another corporation in which the Company is not the surviving entity, or a
reverse triangular merger in which the Company is the surviving entity, but the
Shares of the Company's capital stock outstanding immediately prior to the

                                        8
<PAGE>

merger are converted by virtue of the merger into other property, whether in the
form of securities, cash or otherwise;

             (iii) a sale, transfer or other disposition of all or substantially
all of the properties and assets of the Company; or

             (iv) the closing of the initial underwritten public offering or
secondary offering by the Company of its equity securities pursuant to an
effective registration statement filed under the Securities Act.

         (c) Reclassification, etc. If the Company, at any time while this
Warrant, or any portion thereof, remains outstanding and unexpired by
reclassification of securities or otherwise, shall change any of the securities
as to which purchase rights under this Warrant exist into the same or a
different number of securities of any other class or classes, this Warrant shall
thereafter represent the right to acquire such number and kind of securities as
would have been issuable as the result of such change with respect to the
securities that were subject to the purchase rights under this Warrant
immediately prior to such reclassification or other change and the Exercise
Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 12.

         (d) Split, Subdivision or Combination of Shares. If the Company at any
time while this Warrant, or any portion thereof, remains outstanding and
unexpired shall split, subdivide or combine the securities as to which purchase
rights under this Warrant exist, into a different number of securities of the
same class, the Exercise Price for such securities shall be proportionately
decreased in the case of a split or subdivision or proportionately increased in
the case of a combination.

         (e) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment pursuant to this Section 12, the Company at its
expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to each Holder of this Warrant a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall, upon the
written request, at any time, of any such Holder, furnish or cause to be
furnished to such Holder a like certificate setting forth: (i) such adjustments
and readjustments; (ii) the Exercise Price at the time in effect; and (iii) the
number of Shares and the amount, if any, of other property that at the time
would be received upon the exercise of the Warrant.

         (f) No Impairment. The Company will not, by any voluntary action, avoid
or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Section 12 and in
the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Holders of this Warrant against impairment.

         13. Miscellaneous.

         (a) Entire Agreement. This Warrant constitutes the entire agreement
between the Company and the Holder with respect to this Warrant.

                                       9
<PAGE>

         (b) Binding Effects; Benefits. This Warrant shall inure to the benefit
of and shall be binding upon the Company and the Holder and their respective
successors. Nothing in this Warrant, expressed or implied, is intended to or
shall confer on any person other than the Company and the Holder, or their
respective successors, any rights, remedies, obligations or liabilities under or
by reason of this Warrant.

         (c) Amendments and Waivers. This Warrant may not be modified or amended
except by an instrument or instruments in writing signed by the Company and the
Holder. Either the Company or the Holder may, by an instrument in writing, waive
compliance by the other party with any term or provision of this Warrant on the
part of such other party hereto to be performed or complied with. The waiver by
any such party of a breach of any term or provision of this Warrant shall not be
construed as a waiver of any subsequent breach.

         (d) Section and Other Headings. The section and other headings
contained in this Warrant are for reference purposes only and shall not be
deemed to be a part of this Warrant or to affect the meaning or interpretation
of this Warrant.

         (e) Further Assurances. Each of the Company and the Holder shall do and
perform all such further acts and things and execute and deliver all such other
certificates, instruments and documents as the Company or the Holder may, at any
time and from time to time, reasonably request in connection with the
performance of any of the provisions of this Agreement.

         (f) Notices. All notices and other communications required or permitted
to be given under this Warrant shall be in writing and shall be deemed to have
been duly given if delivered personally or sent by United States mail, postage
prepaid, to the parties hereto at the following addresses or to such other
address as any party hereto shall hereafter specify by notice to the other party
hereto:

                  If to the Company, addressed to:

                  PETPLANET.COM, INC.
                  21 Stillman Street, Suite 600
                  San Francisco, CA  94107
                  Attention: Chief Executive Officer
                  Telecopier: (415) 243-3399
                  Phone: (415) 243-9000

                  If to the Holder, addressed to:


                  Telecopier:
                  Phone:

Except as otherwise provided herein, all such notices and communications shall
be deemed to have been received on the date of delivery thereof, if delivered
personally, or on the third Business Day after the mailing thereof.

                                       10
<PAGE>

         (g) Severability. Any term or provision of this Warrant which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the terms and provisions of this Warrant or
affecting the validity or enforceability of any of the terms or provisions of
this Warrant in any other jurisdiction.

         (h) Governing Law. This Warrant shall be deemed to be a contract made
under the laws of the State of California as entered into in California between
residents of California.

         (i) Market Standoff. By accepting this Warrant, if the Holder is an
officer, director or other person covered by the Company's trading policies, the
Holder agrees not to exercise this Warrant or sell any Warrant Shares acquired
upon exercise of this Warrant at a time when applicable laws, regulations or
Company trading policies prohibit exercise or sale, including, without
limitation, during any periods (typically during the period preceding the
announcement of quarterly earnings or other material events) in which the
Company closes the "trading window" for sales thereby prohibiting sales during
such periods by Company officers, directors and others.

         In addition, whether Holder of this Warrant is an employee of the
Company or not, if requested by the Company and an underwriter of the Common
Stock (or other securities) of the Company, the Holder shall not pledge, sell,
offer to sell, contract to sell, grant any option to purchase, make any short
sale or otherwise dispose of any Warrant of the Company, or any options or
warrants to purchase any Shares of the Warrant of the Company or any securities
convertible into or exchangeable for Shares of Common Stock of the Company,
whether now owned or hereinafter acquired, owned directly by the Holder or with
respect to which the Holder has beneficial ownership within the rules and
regulations of the Securities and Exchange Commission (the "Commission");
otherwise than (x) as a bona fide gift or gifts, provided that the donee or
donees thereof agree to be bound by the restrictions set forth herein, (y) a
transfer to any trust for the direct or indirect benefit of the Holder or his
immediate family provided that the trustee of the trust agrees to be bound by
the restrictions set forth herein, held by the Holder during the one hundred
eighty (180) day period following the effective date of a registration statement
of the Company filed under the Securities Act, provided that:

             (1) such one hundred eighty (180) day "market stand-off" agreement
shall only apply to the first such registration statement of the Company filed
after the Warrant Issue Date, including securities to be sold on its behalf to
the public in an underwritten offering, and provided further that, for
subsequent filings of registration statements under the Securities Act the
period during which the Holder shall not sell or otherwise transfer or dispose
of any Warrant Shares (other than those included in the registration) shall be
ninety (90) days. The market stand-off agreement with respect to subsequent
filings of registration statements under the Securities Act shall no longer
apply to the Holder at such time as the Holder own less than five percent (5%)
of the outstanding Common Stock of the Company and the Holder ceases to be
deemed an affiliate of the Company for purposes of the Securities Act.

             (2) In the event of any stock dividend, stock split,
recapitalization, or other change affecting the Company's outstanding Common
Stock effected without receipt of consideration, then any new, substituted, or
additional securities distributed with respect to the Warrant Shares shall be
immediately subject to the provisions of this Section, to the same extent the
Warrant Shares are at such time covered by such provisions.

                                       11
<PAGE>

For purposes of this section, "immediate family" shall mean any relationship by
blood, marriage or adoption, not more remote than first cousin. The Holder also
agrees and consents to the entry of stop transfer instructions with the
Company's transfer agent and registrar against the transfer of the Holder's
Warrant Shares except in compliance with the foregoing restrictions.

         IN WITNESS WHEREOF, PETPLANET.COM, INC. has caused this Warrant to be
executed by its officers thereunto duly authorized on the following Warrant
Issue Date.

         Dated:  ___________________.


HOLDER:                                   PETPLANET.COM, INC.
        ----------------------------



By:                                       By:
   ---------------------------------         ----------------------------------
SSN:                                      Its:
    --------------------------------          ---------------------------------

                                       12
<PAGE>

                               NOTICE OF EXERCISE

To:  PETPLANET.COM, INC.

         (1) The undersigned hereby elects to purchase __________ Shares of
Common Stock of PETPLANET.COM, INC., pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price for such Shares in
full.

         (2) In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the Shares of the Common Stock to be issued upon conversion
thereof are being acquired solely for the account of the undersigned and not as
a nominee for any other party, or for investment, and that the undersigned will
not offer, sell or otherwise dispose of any such Shares of Common Stock except
under circumstances that will not result in a violation of the Securities Act of
1933, as amended, or any state securities laws.

         (3) Please issue a certificate or certificates representing said Shares
of Common Stock in the name of the undersigned or in such other name as is
specified below:



                                     ------------------------------
                                     (Name)


                                     ------------------------------
                                     (Name)

         (4) Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name of the undersigned or in such other name as is
specified below:



                                     ------------------------------
                                     (Name)



-------------------------            ------------------------------
(Date)                               (Signature)

                                       13
<PAGE>

                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED, the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under the within Warrant, with respect to the number
of Shares of Common Stock set forth below:


Name of Assignee               Address                       No. of Shares
----------------               -------                       -------------








and does hereby irrevocably constitute and appoint Attorney
______________________ to make such transfer on the books of PETPLANET.COM,
INC., maintained for the purpose, with full power of substitution in the
premises.

         The undersigned also represents that, by assignment hereof, the
Assignee acknowledges that this Warrant and the Shares of stock to be issued
upon exercise hereof or conversion thereof are being acquired for investment and
that the Assignee will not offer, sell or otherwise dispose of this Warrant or
any Shares of stock to be issued upon exercise hereof or conversion thereof
except under circumstances which will not result in a violation of the
Securities Act or any federal or state securities laws. Further, the Assignee
has acknowledged that upon exercise of this Warrant, the Assignee shall, if
requested by the Company, confirm in writing, in a form satisfactory to the
Company, that the Shares of stock so purchased are being acquired for investment
and not with a view toward distribution or resale.


         Dated:  _______________, 19__.



                                             ------------------------------
                                             Signature of Holder

                                       14