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                                                                Exhibit 10.8

                               PETOPIA.COM, INC.

                          PROPRIETARY INFORMATION AND
                  INVENTION ASSIGNMENT/LICENSE-BACK AGREEMENT

          As a condition of my becoming employed (or my employment being
continued) or my being retained as a consultant (or my consulting relationship
being continued) by Petopia.com, Inc., a Delaware corporation, or any of its
current or future subsidiaries, affiliates, successors or assigns (collectively,
the "Company"), and in consideration of my employment or consulting relationship
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with the Company and my receipt of the compensation now and hereafter paid to me
by the Company, I, Prem Urali, agree to the following:

          1.  Employment or Consulting Relationship.  I understand and
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acknowledge that this Agreement does not alter, amend or expand upon any rights
I may have to continue in the employ of or in a consulting relationship with, or
the duration of my employment or consulting relationship with, the Company under
any existing agreements between the Company and me or under applicable law.  Any
employment and/or consulting relationship between the Company and me, whether
commenced prior to or upon the date of this Agreement, shall be referred to
herein as the "Relationship."
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          2.  At Will Employment.  I understand and acknowledge that my
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Relationship with the Company is and shall continue to be at will, as defined
under applicable law, meaning that either I or the Company may terminate the
Relationship at any time for any reason or no reason, without further obligation
or liability.

          3.  Proprietary Information.
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              (a) Company Information.  I agree at all times during the term of
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the Relationship and thereafter, to hold in strictest confidence, and not to
use, except for the benefit of the Company and within the scope of my
Relationship, or to disclose to any person, firm or corporation without written
authorization of the President of the Company, any Proprietary Information of
the Company that I obtain or create. I further agree not to make copies of such
Proprietary Information except as authorized by the Company. I understand that
"Proprietary Information" means any Company proprietary information, technical
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data, trade secrets or know-how, including, but not limited to, research,
product plans, products, services, suppliers, customer lists and customers
(including, but not limited to, customers of the Company on whom I called or
with whom I became acquainted during the Relationship), prices and costs,
markets, software, developments, inventions, processes, formulas, technology,
designs, drawings, engineering, hardware configuration information, marketing,
licenses, finances, budgets or other business information disclosed to me by the
Company either directly or indirectly in writing, orally or by drawings or
observation of parts or equipment or created by me during the period of the
Relationship, whether or not during working hours. I understand that
"Proprietary Information" includes, but is not limited to, information
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pertaining to any aspects of the Company's business which is either information
not known by actual or potential competitors of
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the Company or is proprietary information of the Company or its customers or
suppliers, whether of a technical nature or otherwise. I further understand that
Proprietary Information does not include any of the foregoing items which has
become publicly known and made generally available through no wrongful act of
mine or of others who were under confidentiality obligations as to the item or
items involved.

          (b) Former Employer Information.  I represent that my performance of
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all terms of this Agreement as an employee or consultant of the Company have not
breached and will not breach any agreement to keep in confidence proprietary
information, knowledge or data acquired by me in confidence or trust prior or
subsequent to the commencement of the Relationship, and I will not use in the
course of the Relationship, disclose to the Company, or induce the Company to
use, any inventions, confidential or proprietary information or material
belonging to any previous employer or any other party.

          (c) Third Party Information.  I recognize that the Company has
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received and in the future will receive from third parties their confidential or
proprietary information subject to a duty on the Company's part to maintain the
confidentiality of such information and to use it only for certain limited
purposes.  I agree to hold all such confidential or proprietary information in
the strictest confidence and not to disclose it to any person, firm or
corporation or to use it except as necessary in carrying out my work for the
Company in a manner consistent with the Company's agreement with such third
party.

          4.  Inventions.
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              (a) Inventions Retained and Licensed.  I have attached hereto, as
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Exhibit A, a list describing all inventions, original works of authorship,
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developments, improvements, and trade secrets that were made by me prior to the
Relationship (collectively referred to as "Prior Inventions"), which belong to
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me, which relate to the Company's proposed or current business, products or
research and development, and which are not assigned to the Company hereunder;
or, if no such list is attached, I represent that there are no such Prior
Inventions.  If in the course of the Relationship, I incorporate into a Company
product, process or machine a Prior Invention owned by me or in which I have an
interest, the Company is hereby granted and shall have a non-exclusive, royalty-
free, irrevocable, perpetual, worldwide license (with the right to sublicense)
to make, have made, copy, modify, make derivative works of, use, sell and
otherwise distribute such Prior Invention as part of or in connection with such
product, process or machine.

              (b) Assignment of Inventions.  I agree that I will promptly make
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full written disclosure to the Company, will hold in trust for the sole right
and benefit of the Company, and hereby assign, and agree to assign, to the
Company, or its designee, all my right, title and interest throughout the world
in and to any and all inventions, original works of authorship, developments,
concepts, know-how, improvements or trade secrets, whether or not patentable or
registrable under copyright or similar laws, that I may solely or jointly
conceive or develop or reduce to practice, or cause to be conceived or developed
or reduced to practice, during the period of time of the Relationship
(collectively referred to as "Inventions"), except as provided in Section 4(e)
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below. I further acknowledge that all inventions, original works of authorship,

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developments, concepts, know-how, improvements or trade secrets which are made
by me (solely or jointly with others) within the scope of and during the period
of the Relationship are "works made for hire" (to the greatest extent permitted
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by applicable law) and are compensated by my salary, during any period as an
employee, or by such amounts paid to me under any applicable consulting
agreement or consulting arrangements, during any period as a consultant, unless
regulated otherwise by mandatory law.

          (c) Maintenance of Records.  I agree to keep and maintain adequate and
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current written records of all Inventions made by me (solely or jointly with
others) during the term of the Relationship.  The records may be in the form of
notes, sketches, drawings, flow charts, electronic data or recordings,
laboratory notebooks, and any other format.  The records will be available to
and remain the sole property of the Company at all times.  I agree not to remove
such records from the Company's place of business except as expressly permitted
by Company policy which may, from time to time, be revised at the sole election
of the Company.

          (d) Patent and Copyright Registrations.  I agree to assist the
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Company, or its designee, at the Company's expense, in every proper way to
secure the Company's rights in the Inventions and any copyrights, patents,
trademarks, mask work rights, moral rights, or other intellectual property
rights relating thereto in any and all countries, including the disclosure to
the Company of all pertinent information and data with respect thereto, the
execution of all applications, specifications, oaths, assignments and all other
instruments which the Company shall deem necessary in order to apply for, obtain
maintain and transfer such rights and in order to assign and convey to the
Company, its successors, assigns and nominees the sole and exclusive rights,
title and interest in and to such Inventions, and any copyrights, patents, mask
work rights or other intellectual property rights relating thereto.  I further
agree that my obligation to execute or cause to be executed, when it is in my
power to do so, any such instrument or papers shall continue after the
termination of this Agreement.  If the Company is unable because of my mental or
physical incapacity or unavailability or for any other reason to secure my
signature to apply for or to pursue any application for any United States or
foreign patents or copyright registrations covering Inventions or original works
of authorship assigned to the Company as above, then I hereby irrevocably
designate and appoint the Company and its duly authorized officers and agents as
my agent and attorney in fact, to act for and in my behalf and stead to execute
and file any such applications and to do all other lawfully permitted acts to
further the application for, prosecution, issuance, maintenance or transfer of
letters patent or copyright registrations thereon with the same legal force and
effect as if executed by me.  I hereby waive and irrevocably quitclaim to the
Company any and all claims, of any nature whatsoever, which I now or hereafter
have for infringement of any and all proprietary rights assigned to the Company.

          (e) Exception to Assignments.  I understand that the provisions of
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this Agreement requiring assignment of Inventions to the Company do not apply to
any invention which qualifies fully under the provisions of California Labor
Code Section 2870 (attached hereto as Exhibit B).  I will advise the Company
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promptly in writing of any inventions that I believe meet such provisions and
that are not disclosed on Exhibit A.
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          5.  Limited License.  The Company hereby grants me a non-exclusive,
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royalty-free, worldwide license (with the right to sublicense in accordance with
the restrictions set forth herein) to make, have made, copy, modify, make
derivative works of and use the Inventions conceived or reduced to practice
solely by me (the "License"); provided, however, that I shall not use,
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sublicense or allow to be sublicensed (either directly or through multiple
tiers) the License in any manner, either directly or indirectly, for the benefit
of or to any third party which is a competitor of the Company, as determined by
the Company in its sole discretion; and provided, further, that any sublicense
shall be bound by the same restrictions set forth herein.  Any use or sublicense
of the License in violation of the foregoing shall result in immediate
termination of the License.

          6.  Returning Company Documents.  I agree that, at the time of
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termination of the Relationship, I will deliver to the Company (and will not
keep in my possession, recreate or deliver to anyone else) any and all devices,
records, data, notes, reports, proposals, lists, correspondence, specifications,
drawings, blueprints, sketches, laboratory notebooks, materials, flow charts,
equipment, other documents or property, or reproductions of any aforementioned
items developed by me pursuant to the Relationship or otherwise belonging to the
Company, its successors or assigns.  I further agree that to any property
situated on the Company's premises and owned by the Company, including disks and
other storage media, filing cabinets or other work areas, is subject to
inspection by Company personnel at any time with or without notice.  In the
event of the termination of the Relationship, I agree to sign and deliver the
"Termination Certificate" attached hereto as Exhibit C.
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          7.  Notification to Other Parties.
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              (a) Employees.  In the event that I leave the employ of the
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Company, I hereby consent to notification by the Company to my new employer
about my rights and obligations under this Agreement.

              (b) Consultants.  I hereby grant consent to notification by the
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Company to any other parties besides the Company with whom I maintain a
consulting relationship, including parties with whom such relationship commences
after the effective date of this Agreement, about my rights and obligations
under this Agreement.

          8.  Solicitation of Employees, Consultants and Other Parties.  I agree
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that during the term of the Relationship, and for a period of twenty-four (24)
months immediately following the termination of the Relationship for any reason,
whether with or without cause, I shall not either directly or indirectly
solicit, induce, recruit or encourage any of the Company's employees or
consultants to terminate their relationship with the Company, or take away such
employees or consultants, or attempt to solicit, induce, recruit, encourage or
take away employees or consultants of the Company, either for myself or for any
other person or entity.  Further, for a period of twenty-four (24) months
following termination of the Relationship for any reason, with or without cause,
I shall not solicit any licensor to or customer of the Company or licensee of
the Company's products, in each case, that are known to me, with respect to any
business, products

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or services that are competitive to the products or services offered by the
Company or under development as of the date of termination of the Relationship.

          9.  Representations and Covenants.
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              (a) Facilitation of Agreement.  I agree to execute promptly any
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proper oath or verify any proper document required to carry out the terms of
this Agreement upon the Company's written request to do so.

              (b) Conflicts.  I represent that my performance of all the terms
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of this Agreement will not breach any agreement to keep in confidence
proprietary information acquired by me in confidence or in trust prior to
commencement of the Relationship. I have not entered into, and I agree I will
not enter into, any oral or written agreement in conflict with any of the
provisions of this Agreement.

              (c) Voluntary Execution.  I certify and acknowledge that I have
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carefully read all of the provisions of this Agreement and that I understand and
will fully and faithfully comply with such provisions.

          10. General Provisions.
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              (a) Governing Law.  The validity, interpretation, construction and
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performance of this Agreement shall be governed by the laws of the State of
California, without giving effect to the principles of conflict of laws.

              (b) Entire Agreement.  This Agreement sets forth the entire
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agreement and understanding between the Company and me relating to the subject
matter herein and merges all prior discussions between us. No modification or
amendment to this Agreement, nor any waiver of any rights under this Agreement,
will be effective unless in writing signed by the party to be charged. Any
subsequent change or changes in my duties, obligations, rights or compensation
will not affect the validity or scope of this Agreement.

              (c) Severability.  If one or more of the provisions in this
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Agreement are deemed void by law, then the remaining provisions will continue in
full force and effect.

              (d) Successors and Assigns.  This Agreement will be binding upon
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my heirs, executors, administrators and other legal representatives and will be
for the benefit of the Company, its successors, and its assigns.

              (e) Survival.  The provisions of this Agreement shall survive the
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termination of the Relationship and the assignment of this Agreement by the
Company to any successor in interest or other assignee.

              (f) ADVICE OF COUNSEL.  I ACKNOWLEDGE THAT, IN EXECUTING THIS
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AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF LEGAL COUNSEL, AND I
HAVE READ AND UNDERSTOOD ALL OF THE

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TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED
AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.




          The parties have executed this Agreement on the respective dates set
forth below:

COMPANY:

PETOPIA.COM, INC.                       PREM URALI, an Individual:


By:_________________________________    _________________________________
                                        Signature

Title:______________________________


Date:_______________________________    Date:____________________________

Address:                                Address:

357 Tehema Street                       Street:__________________________
San Francisco, California  94103               __________________________

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