<PAGE>


                                                                     Exhibit 4.1



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.
                       12% NON-NEGOTIABLE CONVERTIBLE NOTE
                              DUE NOVEMBER 17, 2000


$                                                              San Francisco, CA

                                November 18, 1999

         PetPlanet.com, Inc., a Delaware corporation, (herein called the
"Company") for value received, hereby promises to pay to the order of _______or
its registered successor or assign the principal sum of _____ (the "Principal
Amount"), payable on November 17, 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 twelve percent
(12%) 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 12% 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 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.




<PAGE>


         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 two dollars ($2.00) 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 fifteen
million dollars ($15,000,000.00) during the term of this Note, the Company will
offer to repay 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 termination upon such repayment in full of
the principal and interest and the Company shall be forever released from all
its obligations and liabilities under this Note.

         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.


                                       2
<PAGE>

         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. Individual Note Defaults. 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 3.1 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;



                                       5

<PAGE>


provided, that the Holder shall be required to pay any 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 4, 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 4 (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 4. 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.

         (b) Automatic Conversion. The entire Principal Amount of this Note
shall be automatically converted into shares of Common Stock at the Common Stock
Conversion Rate at the time in effect immediately prior to (i) any consolidation
or merger of the Company with or into any other corporation or other entity or
person, or any other corporate reorganization in which the Company shall not be
the continuing or surviving entity of such consolidation, merger or
reorganization or any transaction or series of related transactions by the
Company in which in excess of fifty percent (50%) of the Company's voting power
is transferred, or there is a sale of all or substantially all of the assets of
the Company; (ii) the consummation of a firmly underwritten public offering
pursuant to a registration statement filed by the Company under the Securities
Act of 1933, as amended (the "Securities Act"), with aggregate gross proceeds in
excess of fifteen million dollars ($15,000,000); or (iii) the business day upon
which the average Market Price of Common Stock over any given consecutive twenty
(20) day business period exceeds $8.00.

<PAGE>



         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.

         (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
<PAGE>


         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
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


                                       8
<PAGE>

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 to payable 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.

         (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. Registration Rights.

         (a) Demand Registration Rights. After the earlier to occur of (A) six
months from the date of execution of this Note or (B) the closing date of a
secondary 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
(the "Registration Period"), upon written request of the Majority Holders (as
defined below) delivered to the Company, the Company shall promptly prepare and
file, and use its best efforts to cause to become effective, a registration
statement under the Securities Act (in each case, a "Demand Registration")
covering such shares of Common Stock issuable upon the exercise of the
conversion rights of this Note as set forth in Section 7 above, all in
accordance with the following provisions of this Section 8. "Majority Holders"
as used herein shall mean the holder or holders of a majority of the outstanding
shares which (x) are not


                                       9
<PAGE>


registered under the Securities Act or (y) which are not eligible for sale under
circumstances in which all of the applicable conditions of Rule 144 (or any
similar provision then in effect) under the Securities Act are met or (z) may
not be sold pursuant to Rule 144(k), and the Company has not delivered a new
certificate or other evidence of ownership for such shares not bearing a
restrictive legend ("Registrable Stock"). The Majority Holders requesting a
registration under this Section 8 may, at any time prior to the filing date of
the registration statement relating to such registration, revoke such request,
without liability to any of the other holders of Registrable Stock, by providing
a written notice to the Company revoking such request, in which case such
request, so revoked, shall not be considered a Demand Registration.
Notwithstanding anything contained herein to the contrary, nothing herein shall
be construed as requiring the Company to register any of its securities other
than Common Stock.


         (b) 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 on Form S-8 or S-4 or any successor so similar forms, (B) relating
to Common Stock issuance 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 the
Holder or Holders of this Note.

         (i) The Company's notice shall afford the Holder or Holder an
opportunity to elect within thirty (30) days after receipt thereof to include in
such filing their Registrable Stock.

         (c) Registration Requirements.

            (i) The inclusion of Registrable Stock in any such registration
involving a written public offering shall be upon the condition that the
holder(s) thereof complete and execute all questionnaires, powers of attorney,
indemnities, underwriting arrangements and the provisions hereof in respect of
registration rights.

            (ii) For so long as any Registrable Stock remains outstanding, the
Company shall be obligated under this Section 8(a) and (b) and to afford the
holder(s) 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 8(a) and (b)
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 or Holders under Section 8(a)
and (b) above).

            (iii) If a registration pursuant to this Section 8(a) or (b)
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 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



                                       10
<PAGE>


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 the holders of Registrable Stock would
otherwise be entitled to include in such registration, and (C) last, the shares
being registered by the Company.

         (d) Expenses of Registration. The costs and expenses (other than
underwriting discount or commission) of the registrations effected pursuant to
Section 8(a) or (b) above and of all other actions which the Company is required
to take or effect pursuant to this Section 8 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 holders, in such
proportions as they may agree.

         (e) Registration Procedures. Whenever the holder or holders of
Registrable Stock request that any Registrable Stock be registered pursuant to
Section 8(a) or (b) above, the Company will, subject to the provisions of this
Section 8, 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:

            (i) The Company will as expeditiously as possible prepare and file
with the Securities and Exchange Commission (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 holder(s) 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 any 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.


                                       11
<PAGE>


            (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.

            (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 8(d)(iii) or 8(d)(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 8(d)(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 8(d)(i) above)
by the number of days during the period from and including the date of the
giving of notice pursuant to Section 8(d)(iii) or 8(d)(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
8(d)(v) above.



                                       12
<PAGE>



         (e) 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 twelve (12) months following the
effective date of such registration statement, sell or otherwise transfer any of
the 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.

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

         10. 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.

         11. 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
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 11 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 11 are in


                                       13
<PAGE>



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.

         12. 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.

         13. 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.

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

         15. 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, if any, 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 Company as of the day,
month and year first above written.


                                      PETPLANET.COM, INC.


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



                                       14

<PAGE>

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.

THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANTS
PROVIDED FOR IN THIS WARRANT CERTIFICATE IS SUBJECT TO FOREFEITURE

No. W-000__                                 _______ Warrants to Purchase One(1)
                                                          Share of Common Stock

                           BRIDGE WARRANT CERTIFICATE

To subscribe for and purchase shares of Common Stock, par value $.01 (the
"Common Stock"), of

                               PETPLANET.COM, INC.

         THIS CERTIFIES that, for value received, _____ or its registered
successors and assigns, is/are the owner of ______ Bridge Warrants (the
"Warrants"), each of which entitles the owner thereof to purchase from
PetPlanet.com, Inc., a Delaware corporation (herein called the "Company"), one
(1) share of Common Stock of the Company (individually a "Common Share" and
collectively the "Common Shares"), subject to adjustment as provided in Sections
2 hereof, commencing on the date hereof, at the initial exercise price of $3.00
per share of Common Stock (the "Exercise Price"). To the extent any Warrants
remain unexercised, such Warrants shall automatically and without further action
by the Company or the holder hereof, terminate on November 17, 2002 (the
"Termination Date"). The number of shares of Common Stock to be received upon
the exercise of each Warrant and the Exercise Price to be paid for a share of
Common Stock are subject to adjustment from time to time as hereinafter set
forth.



<PAGE>




         1. Exercise of Warrants. The Warrants evidenced hereby may be exercised
by the registered holder hereof, in whole or in part, by the surrender of this
Warrant Certificate, duly endorsed (unless endorsement is waived by the
Company), at the principal office of the Company (or at such other office or
agency of the Company as it may designate by notice in writing to the registered
holder hereof at such holder's last address appearing on the books of the
Company) and upon payment to the Company of the purchase price of the Common
Shares purchased. Payment of the purchase price shall be made by certified or
official bank check or checks payable to the order of the Company. The Company
agrees that the Common Shares so purchased shall be deemed to be issued to the
registered holder hereof on the date on which this Warrant Certificate shall
have been surrendered and payment made for such Common Shares as aforesaid;
provided, however, that no such surrender and payment on any date when the stock
transfer books of the Company shall be closed shall be effective to constitute
the person entitled to receive such Common Shares as the record holder thereof
on such date, but such surrender and payment shall be effective to constitute
the person entitled to receive such Common Shares as the record holder thereof
for all purposes immediately after the opening of business on the next
succeeding day on which such stock transfer books are open. The certificate(s)
for such Common Shares shall be delivered to the registered holder hereof within
a reasonable time, not exceeding five (5) days, after the Warrants evidenced
hereby shall have been so exercised and a new Warrant Certificate evidencing the
number of Common Shares remaining to be issued, if any, upon exercise of the
Warrants shall also be issued to the registered holder within such time unless
such Warrants shall have expired. No fractional Common Shares of the Company, or
scrips for any such fractional shares, shall be issued upon the exercise of any
Warrant.

         2. Call Option. In the event that the Moving Average of the Market
Price of the Common Stock, averaged over a twenty-five (25) consecutive business
day period during the term of this Warrant Certificate, exceeds $10 per share,
the holder shall be required to exercise this Warrant Certificate, pursuant to
the terms and conditions as set forth in Section 1 above, upon thirty (30) days
of notice from the Company of such price averaging. Failure of the holder to
exercise this Warrant Certificate under these conditions will render this
Warrant Certificate and the Warrants evidenced hereby, and all rights and
obligations hereunder and thereunder, of no further force and effect. The term
"Market Price" shall mean, for any day, the last sale price for the Common
Shares on the principal securities exchange on which the Common 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 Shares on the New
York Stock Exchange ("NYSE") or National Association of Securities Dealers
National Market System ("NASD"), or, if the Common Shares shall not be listed on
such exchange or system, the closing bid price in the over-the-counter market.

         3. Anti-Dilution Provisions. The Exercise Price per share shall be
subject to adjustment from time to time as hereafter provided. Upon each
adjustment of the Exercise Price, the holder of the Warrants evidenced hereby
shall thereafter be entitled to purchase, at the Exercise Price resulting from
such adjustment, the number of shares obtained per warrant by dividing the
Exercise Price in effect immediately prior to such adjustment by the Exercise
Price resulting from such adjustment.



<PAGE>


         (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 Exercise Price in effect immediately prior to the subdivision shall
be proportionately reduced and the number of Common Shares purchasable pursuant
to the Warrants 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
Exercise Price in effect immediately prior to the combination shall be
proportionately increased and the number of Common Shares purchasable upon the
exercise of the Warrants evidenced hereby immediately prior to the combination
shall be proportionately reduced. Except as provided in this Section 3(c), no
adjustment in the Exercise Price and no change in the number of Common Shares
purchasable shall be made under this Section 3 as a result, or by reason, of any
subdivision or combination.

         (b) Reorganizations 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 (and which shall not
constitute a dividend subject to Section 3(c)), then the following provisions
shall apply:

         (i) As a condition of the reorganization, reclassification,
consolidation, merger or sale (except as otherwise provided below in this
Section 3(b)), lawful and adequate provisions shall be made whereby each holder
of Warrants shall thereafter have the right to purchase and receive upon the
terms and conditions specified in this Warrant Certificate and in lieu of the
Common Shares immediately theretofore receivable upon the exercise of the rights
represented hereby, the shares of stock, securities or assets as may be issued
or payable with respect to, or in exchange for, a number of outstanding shares
of Common Stock equal to the number of Common Shares immediately theretofore
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 interests of such holder to the end that the
provisions hereof (including, without limitation, provisions for adjustments of
the Exercise Price and of the number of shares receivable upon the 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
exercise of Warrants (including an immediate adjustment, by reason of the
consolidation or merger, of the Exercise Price to the value for the Common Stock
reflected by the terms of the consolidation or merger if the value so reflected
is less than the Exercise Price in effect immediately prior to the consolidation
or merger).

         (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
Exercise Price 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.

         4. Other Notices. If at any time prior to the expiration of the Warrant
evidenced hereby:

            (a) The Company shall declare any dividend on the Common Stock
         payable in shares of capital stock of the Company, cash or other
         property; or


<PAGE>

            (b) The Company shall authorize the issue of any options, warrants
         or rights pro rata to all holders of Common Stock entitling them to
         subscribe for or purchase any shares of stock of the Company or to
         receive any other rights; or

            (c) The Company shall authorize the distribution pro rata to all
         holders of Common Stock of evidences of its indebtedness or assets
         (excluding cash dividends or cash distributions paid out of retained
         earnings or retained surplus); or

            (d) There shall occur any reclassification of the Common Stock, or
         any consolidation or merger of the Company with or into another
         corporation or other entity (other than a consolidation or merger in
         which the Company is the continuing corporation and which does not
         result in any reclassification of the Common Stock) or a sale or
         transfer to another corporation or other entity of all or substantially
         all of the properties of the Company; or

            (e) There shall occur the voluntary or involuntary liquidation,
         dissolution or winding up of the affairs of the Company;

then, and in each of such cases, the Company shall deliver to the registered
holder hereof at its last address appearing on the books of the Company, as
promptly as practicable but in any event at least 15 days prior to the
applicable record date (or determination date) mentioned below, a notice
stating, to the extent such information is available, (i) the date on which a
record is to be taken for the purpose of such dividend, distribution or rights,
or, if a record is not to be taken, the date as of which the holders of Common
Stock of record to be entitled to such dividend, distribution or rights are to
be determined, or (ii) the date on which such reclassification, consolidation,
merger, sale, transfer, liquidation, dissolution or winding up is expected to
become effective and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their Common Stock for securities
or other property deliverable upon such reclassification, consolidation, merger,
sale, transfer, liquidation, dissolution or winding up.

         5. Termination of Warrant. Notwithstanding any provision herein to the
contrary, this Warrant Certificate and the Warrants evidenced hereby, and all
rights and obligations hereunder and thereunder shall be of no further force and
effect on the Termination Date.

         6. Registration Rights.


         (a) Demand Registration Rights. After the earlier to occur of (A) six
months from the date of execution of this Warrant or (B) the closing date of a
secondary 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, upon written request of the Majority Holders (as defined below)
delivered to the Company, the Company shall promptly prepare and file, and use
its best efforts to cause to become effective, a registration statement under
the Securities Act (in each case, a "Demand Registration") covering such shares
of Common Stock issuable upon the exercise of this Warrant as set forth herein,
all in accordance with the following provisions of this Section 6. "Majority
Holders" as used herein shall mean the holder or holders of a majority of the
outstanding shares which (x) are not registered under the Securities Act or (y)
which are not eligible for sale under circumstances in which all of the
applicable conditions of Rule 144 (or any similar provision then in effect)
under the Securities Act are met or (z) may not be sold


<PAGE>


pursuant to Rule 144(k), and the Company has not delivered a new certificate or
other evidence of ownership for such shares not bearing a restrictive legend
("Registrable Stock"). The Majority Holders requesting a registration under this
Section 6 may, at any time prior to the filing date of the registration
statement relating to such registration, revoke such request, without liability
to any of the other holders of Registrable Stock, by providing a written notice
to the Company revoking such request, in which case such request, so revoked,
shall not be considered a Demand Registration. Notwithstanding anything
contained herein to the contrary, nothing herein shall be construed as requiring
the Company to register any of its securities other than Common Stock.

         (b) Piggy-back Registration Rights. In the event of a public offering
of the Company's securities registered pursuant to the Securities Act of 1933,
as amended, 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 above.

         (c) Registration Requirements.


            (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

            (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(c) 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(c) 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) and (b) above).

            (iv) If a registration pursuant to this Section 6(c) 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


<PAGE>


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.

         (d) Expenses of Registration. The costs and expenses (other than
underwriting discount or commission) of the registrations effected pursuant to
Section 6(a) and (b) 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.

         (e) Registration Procedures. Whenever holders of Registrable Stock
request that any Registrable Stock be registered pursuant to Section 6(a) or (b)
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:

            (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.


<PAGE>


            (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.

            (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(d)(iii) or 6(d)(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(d)(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.


<PAGE>


                  (f) 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.

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

         7. Registered Holder. The registered holder of this Warrant Certificate
shall be deemed the owner hereof and of the Warrants evidenced hereby for all
purposes. The registered holder of this Warrant Certificate shall not be
entitled by virtue of ownership of this Warrant Certificate to any rights
whatsoever as a shareholder of the Company.

         8. Transfer. This Warrant Certificate and any unexercised warrants
evidenced hereby may not be transferred unless transferred together with the
Note held by the holder hereof until such time as either (i) the full principal
amount of the Note has been paid to the holder (ii) the holder has exercised the
conversion right provided or (iii) the Company shall otherwise consent to the
transfer hereof and the Warrants evidenced hereby, which consent shall not be
unreasonably withheld, and otherwise is accordance with this Section 9. This
Warrant Certificate and the Warrants evidenced hereby may not be sold, pledged,
hypothecated or transferred at any time unless the Company shall have received
an opinion of counsel to the effect that such transfer would not result in a
violation of the provisions of the Securities Act. Any transfer of this Warrant
Certificate and the Warrants evidenced hereby to a transferee, in whole or in
part, shall be effected upon surrender of this Warrant Certificate, duly
endorsed (unless endorsement is waived by the Company), at the principal office
or agency of the Company. If the Warrants evidenced hereby is being sold,
pledged, hypothecated or otherwise transferred, the Company shall issue a new
Warrant Certificate registered in the name of the appropriate transferee(s). If
less than all of the Common Stock issuable upon exercise hereof are being sold,
pledged, hypothecated or otherwise transferred, the Company shall issue new
Warrant Certificates, in each case for the number of Warrants exercisable for
the appropriate number of shares of Common Stock, registered in the name of the
registered holder hereof and the transferee(s), as applicable.

         9. Each taker and holder of this Warrant Certificate, the Warrants
evidenced hereby and any shares of capital stock of the Company issued upon
exercise of such Warrants, by taking or holding the same, (x) consents to and
agrees to be bound by the terms hereof and (y) acknowledges and agrees that this
Warrant Certificate and the unexercised Warrants evidenced hereby may be subject
to a right of repurchase by the Company, at the option of the Company, in whole
or in part, in accordance with the terms and conditions of that certain
Subscription Agreement dated on or about the date hereof entered into between
the Company and the initial holder hereof (a copy of which agreement will be
provided to any holder hereof upon written request to the Company therefor), the
provisions of which agreement, to the extent they relate to such right of
repurchase, shall be deemed a part of the terms and conditions of this Warrant
Certificate and the unexercised Warrants evidenced hereby as if the same were
specifically set forth herein.

                     *             *              *



<PAGE>


IN WITNESS WHEREOF, PetPlanet.com, Inc. has caused this Warrant Certificate to
be signed by a duly authorized officer and this Warrant Certificate is dated as
of _____________________.

                                            PETPLANET.COM, INC.



                                            By__________________________________
                                              Name:  Steven E. Marder
                                              Title: Chief Executive Officer


<PAGE>









                                FORM OF EXERCISE

                (to be executed by the registered holder hereof)



         The undersigned hereby exercises ______ Warrants for the purchase of
one share each of common stock, par value $.01 ("Common Stock"), of
PetPlanet.com, Inc. evidenced by the within Warrant Certificate and herewith
makes payment of the purchase price in full. Kindly issue certificates for the
Common Stock in accordance with the instructions given below. The certificate
for the unexercised balance of the Warrants evidenced by the within Warrant
Certificate, if any, will be registered in the name of the undersigned.


Dated: ___________________





Instructions for registration of shares:



__________________________
Name (please print)


Social Security or Other Identifying

Number:_____________________________


Address:


____________________________________
Street


____________________________________
City, State and Zip Code