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                                                                     Exhibit 4.6



                           PETCO Animal Supplies, Inc.

                    10.75% Senior Subordinated Notes due 2011

                              guaranteed as to the
                         payment of principal, premium,
                             if any, and interest by

               the Guarantors listed on the signature pages hereof


                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                October 26, 2001

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

                  PETCO Animal Supplies, Inc., a Delaware corporation (the
"Company"), proposes to issue and sell to the Purchaser (as defined herein) upon
the terms set forth in the Purchase Agreement (as defined herein) $200,000,000
aggregate principal amount of its 10.75% Senior Subordinated Notes due 2011,
which are guaranteed by the subsidiaries of the Company listed on the signature
pages hereof. As an inducement to the Purchaser to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the Purchaser
thereunder, the Company agrees with the Purchaser for the benefit of holders (as
defined herein) from time to time of the Registrable Securities (as defined
herein) as follows:

                  1. CERTAIN DEFINITIONS. For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:

                  The term "BROKER-DEALER" shall mean any broker or dealer
         registered with the Commission under the Exchange Act.

                  "CLOSING DATE" shall mean the date on which the Securities are
         initially issued.

                  "COMMISSION" shall mean the United States Securities and
         Exchange Commission, or any other federal agency at the time
         administering the Exchange Act or the Securities Act, whichever is the
         relevant statute for the particular purpose.

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                  "EFFECTIVE TIME," in the case of (i) an Exchange Registration,
         shall mean the time and date as of which the Commission declares the
         Exchange Registration Statement effective or as of which the Exchange
         Registration Statement otherwise becomes effective and (ii) a Shelf
         Registration, shall mean the time and date as of which the Commission
         declares the Shelf Registration Statement effective or as of which the
         Shelf Registration Statement otherwise becomes effective.

                  "ELECTING HOLDER" shall mean any holder of Registrable
         Securities that has returned a completed and signed Notice and
         Questionnaire to the Company in accordance with Section 3(d)(ii) or
         3(d)(iii) hereof.

                  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
         or any successor thereto, as the same shall be amended from time to
         time.

                  "EXCHANGE OFFER" shall have the meaning assigned thereto in
         Section 2(a) hereof.

                  "EXCHANGE REGISTRATION" shall have the meaning assigned
         thereto in Section 3(c) hereof.

                  "EXCHANGE REGISTRATION STATEMENT" shall have the meaning
         assigned thereto in Section 2(a) hereof.

                  "EXCHANGE SECURITIES" shall have the meaning assigned thereto
         in Section 2(a) hereof.

                  "GUARANTORS" shall have the meaning assigned thereto in the
         Indenture.

                  The term "HOLDER" shall mean the Purchaser and other persons
         who acquire Registrable Securities from time to time (including any
         successors or assigns), in each case for so long as such person owns
         any Registrable Securities.

                  "INDENTURE" shall mean the Indenture, dated as of October 26,
         2001 among the Company, the Guarantors and U.S. Bank N.A., as Trustee,
         as the same shall be amended from time to time.

                  "LIQUIDATED DAMAGES" shall have the meaning assigned thereto
         in Section 2(c) hereof.

                  "NOTICE AND QUESTIONNAIRE" means a Notice of Registration
         Statement and Selling Securityholder Questionnaire substantially in the
         form of Exhibit A hereto.

                  The term "PERSON" shall mean a corporation, association,
         partnership, organization, business, individual, government or
         political subdivision thereof or governmental agency.


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                  "PURCHASE AGREEMENT" shall mean the Purchase Agreement, dated
         as of October 23, 2001 among the Purchaser, the Guarantors and the
         Company relating to the Securities.

                  "PURCHASER" shall mean Goldman, Sachs & Co.

                  "REGISTRABLE SECURITIES" shall mean the Securities; provided,
         however, that a Security shall cease to be a Registrable Security when
         (i) in the circumstances contemplated by Section 2(a) hereof, the
         Security has been exchanged for an Exchange Security in an Exchange
         Offer as contemplated in Section 2(a) hereof (provided that any
         Exchange Security that, pursuant to the last two sentences of Section
         2(a), is included in a prospectus for use in connection with resales by
         broker-dealers shall be deemed to be a Registrable Security with
         respect to Sections 5, 6 and 9 until resale of such Registrable
         Security has been effected within the 180-day period referred to in
         Section 2(a)); (ii) in the circumstances contemplated by Section 2(b)
         hereof, a Shelf Registration Statement registering such Security under
         the Securities Act has been declared or becomes effective and such
         Security has been sold or otherwise transferred by the holder thereof
         pursuant to and in a manner contemplated by such effective Shelf
         Registration Statement; (iii) such Security is sold pursuant to Rule
         144 under circumstances in which any legend borne by such Security
         relating to restrictions on transferability thereof, under the
         Securities Act or otherwise, is removed by the Company or pursuant to
         the Indenture; (iv) such Security is eligible to be sold pursuant to
         paragraph (k) of Rule 144; or (v) such Security shall cease to be
         outstanding.

                  "REGISTRATION DEFAULT" shall have the meaning assigned thereto
         in Section 2(c) hereof.

                  "REGISTRATION EXPENSES" shall have the meaning assigned
         thereto in Section 4 hereof.

                  "RESALE PERIOD" shall have the meaning assigned thereto in
         Section 2(a) hereof.

                  "RESTRICTED HOLDER" shall mean (i) a holder that is an
         affiliate of the Company within the meaning of Rule 405, (ii) a holder
         who acquires Exchange Securities outside the ordinary course of such
         holder's business, (iii) a holder who has arrangements or
         understandings with any person to participate in the Exchange Offer for
         the purpose of distributing Exchange Securities and (iv) a holder that
         is a broker-dealer, but only with respect to Exchange Securities
         received by such broker-dealer pursuant to an Exchange Offer in
         exchange for Registrable Securities acquired by the broker-dealer
         directly from the Company.

                  "RULE 144," "RULE 405" and "RULE 415" shall mean, in each
         case, such rule promulgated under the Securities Act (or any successor
         provision), as the same shall be amended from time to time.


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                  "SECURITIES" shall mean, collectively, the 10.75% Senior
         Subordinated Notes due 2011 of the Company to be issued and sold to the
         Purchaser, and securities issued in exchange therefor or in lieu
         thereof pursuant to the Indenture. Each Security is entitled to the
         benefit of the guarantees provided for in the Indenture (the
         "Guarantees") and, unless the context otherwise requires, any reference
         herein to a "Security," an "Exchange Security" or a "Registrable
         Security" shall include a reference to the related Guarantees.

                  "SECURITIES ACT" shall mean the Securities Act of 1933, or any
         successor thereto, as the same shall be amended from time to time.

                  "SHELF REGISTRATION" shall have the meaning assigned thereto
         in Section 2(b) hereof.

                  "SHELF REGISTRATION STATEMENT" shall have the meaning assigned
         thereto in Section 2(b) hereof.

                  "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of
         1939.

                  Unless the context otherwise requires, any reference herein to
a "Section" or "clause" refers to a Section or clause, as the case may be, of
this Exchange and Registration Rights Agreement, and the words "herein,"
"hereof" and "hereunder" and other words of similar import refer to this
Exchange and Registration Rights Agreement as a whole and not to any particular
Section or other subdivision.

                  2.       REGISTRATION UNDER THE SECURITIES ACT.

                  (a) Except as set forth in Section 2(b) below, the Company and
the Guarantors agree to file under the Securities Act, as soon as practicable,
but no later than 150 days after the Closing Date, a registration statement
relating to an offer to exchange (such registration statement, the "Exchange
Registration Statement", and such offer, the "Exchange Offer") any and all of
the Securities for a like aggregate principal amount of debt securities issued
by the Company and guaranteed by the Guarantors which debt securities and
guarantees are substantially identical to the Securities and the related
Guarantees, respectively (and are entitled to the benefits of a trust indenture
which is substantially identical to the Indenture or is the Indenture and which
has been qualified under the Trust Indenture Act), except that they have been
registered pursuant to an effective registration statement under the Securities
Act (such new debt securities hereinafter called "Exchange Securities"). The
Company agrees to use its reasonable best efforts to cause the Exchange
Registration Statement to become effective under the Securities Act as soon as
practicable, but no later than 240 days after the Closing Date. The Exchange
Offer will be registered under the Securities Act on the appropriate form and
will comply with all applicable tender offer rules and regulations under the
Exchange Act. The Company further agrees to use its reasonable best efforts to
commence and complete the Exchange Offer promptly, but no later than 30 days
after such registration statement has become effective, hold the Exchange Offer
open for at least 30 days and exchange Exchange Securities for all Registrable
Securities that have


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been properly tendered and not withdrawn on or prior to the expiration of the
Exchange Offer. The Exchange Offer will be deemed to have been "completed" only
if the debt securities and related guarantees received by holders other than
Restricted Holders in the Exchange Offer for Registrable Securities are, upon
receipt, transferable by each such holder without restriction under the
Securities Act and the Exchange Act. The Exchange Offer shall be deemed to have
been completed upon the earlier to occur of (i) the Company having exchanged the
Exchange Securities for all outstanding Registrable Securities pursuant to the
Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange
Offer, Exchange Securities for all Registrable Securities that have been
properly tendered and not withdrawn before the expiration of the Exchange Offer,
which shall be on a date that is at least 30 days following the commencement of
the Exchange Offer. The Company agrees (x) to include in the Exchange
Registration Statement a prospectus for use in any resales by any holder of
Exchange Securities that is a broker-dealer and (y) to keep such Exchange
Registration Statement effective for a period (the "Resale Period") beginning
when Exchange Securities are first issued in the Exchange Offer and ending upon
the earlier of the expiration of the 180th day after the Exchange Offer has been
completed or such time as such broker-dealers no longer own any Registrable
Securities. With respect to such Exchange Registration Statement, such holders
shall have the benefit of the rights of indemnification and contribution set
forth in Sections 6(a), (c), (d) and (e) hereof.

                  (b) If (i) on or prior to the time the Exchange Offer is
completed existing Commission interpretations are changed such that the debt
securities or the related guarantees received by holders other than Restricted
Holders in the Exchange Offer for Registrable Securities are not or would not
be, upon receipt, transferable by each such holder without restriction under the
Securities Act, (ii) the Exchange Offer has not been completed within 270 days
following the Closing Date or (iii) the Exchange Offer is not available to any
holder of the Securities (provided that such holder notifies the Company of its
inability to participate in the Exchange Offer within 20 business days after the
completion of the Exchange Offer), the Company shall, in lieu of (or, in the
case of clause (iii), in addition to) conducting the Exchange Offer contemplated
by Section 2(a), file under the Securities Act as soon as practicable, but no
later than the later of 30 days after the time such obligation to file arises, a
"shelf" registration statement providing for the registration of, and the sale
on a continuous or delayed basis by the holders of, all of the Registrable
Securities, pursuant to Rule 415 or any similar rule that may be adopted by the
Commission (such filing, the "Shelf Registration" and such registration
statement, the "Shelf Registration Statement"). The Company agrees to use its
reasonable best efforts (x) to cause the Shelf Registration Statement to become
or be declared effective no later than 90 days after such Shelf Registration
Statement is filed and to keep such Shelf Registration Statement continuously
effective for a period ending on the earlier of the second anniversary of the
Effective Time or such time as there are no longer any Registrable Securities
outstanding, provided, however, that no holder shall be entitled to be named as
a selling securityholder in the Shelf Registration Statement or to use the
prospectus forming a part thereof for resales of Registrable Securities unless
such holder is an Electing Holder, and (y) after the Effective Time of the Shelf
Registration Statement, promptly upon the request of any holder of Registrable
Securities that is not then an Electing Holder, to take any action reasonably
necessary to enable such holder to use the prospectus forming


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a part thereof for resales of Registrable Securities, including, without
limitation, any action necessary to identify such holder as a selling
securityholder in the Shelf Registration Statement, provided, however, that
nothing in this Clause (y) shall relieve any such holder of the obligation to
return a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(iii) hereof. The Company further agrees to
supplement or make amendments to the Shelf Registration Statement, as and when
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or rules and regulations thereunder for shelf
registration, and the Company agrees to furnish to each Electing Holder copies
of any such supplement or amendment prior to its being used or promptly
following its filing with the Commission.

                  (c) In the event that (i) the Company has not filed the
Exchange Registration Statement or Shelf Registration Statement on or before the
date on which such registration statement is required to be filed pursuant to
Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement
or Shelf Registration Statement has not become effective or been declared
effective by the Commission on or before the date on which such registration
statement is required to become or be declared effective pursuant to Section
2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed
within 30 days after the initial effective date of the Exchange Registration
Statement relating to the Exchange Offer (if the Exchange Offer is then required
to be made) or (iv) any Exchange Registration Statement or Shelf Registration
Statement required by Section 2(a) or 2(b) hereof is filed and declared
effective but shall thereafter either be withdrawn by the Company or shall
become subject to an effective stop order issued pursuant to Section 8(d) of the
Securities Act suspending the effectiveness of such registration statement
(except as specifically permitted herein) without being succeeded immediately by
an additional registration statement filed and declared effective (each such
event referred to in clauses (i) through (iv), a "Registration Default" and each
period during which a Registration Default has occurred and is continuing, a
"Registration Default Period"), then, as liquidated damages for such
Registration Default, subject to the provisions of Section 9(b), liquidated
damages ("Liquidated Damages") shall accrue at a per annum rate of 0.50% on the
principal amount of the Registrable Securities for the first 90 days of the
Registration Default Period, at a per annum rate of 1.00% for the second 90 days
of the Registration Default Period, at a per annum rate of 1.50% for the third
90 days of the Registration Default Period and at a per annum rate of 2.00%
thereafter for the remaining portion of the Registration Default Period;
provided that the amount of Liquidated Damages payable shall not increase
because more than one Registration Default has occurred and is continuing.
Notwithstanding anything to the contrary set forth herein, (1) upon filing of
the Exchange Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (i) above, (2) upon the effectiveness of
the Exchange Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (ii) above, (3) upon completion of the
Exchange Offer, in the case of (iii) above, or (4) upon the filing of a
post-effective amendment to the Registration Statement or an additional
Registration Statement that causes the Exchange Registration Statement (and/or,
if applicable, the Shelf Registration Statement) to again be declared effective
or made usable in the case of (iv) above, the


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Liquidated Damages payable with respect to the Registrable Securities as a
result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease to
accrue.

                  All accrued Liquidated Damages shall be paid to holders of the
Securities entitled thereto, in the manner provided for the payment of interest
in the Indenture, on each Interest Payment Date, as more fully set forth in the
Indenture. All obligations of the Issuers set forth in the preceding paragraph
that are outstanding with respect to any Registrable Security at the time such
Security ceases to be a Registrable Security shall survive until such time as
all such obligations with respect to such Security have been satisfied in full.

                  (d) The Company and the Guarantors shall take all reasonable
actions necessary or advisable to be taken by them to ensure that the
transactions contemplated herein are effected as so contemplated, including all
actions necessary or desirable to register the Guarantees under the registration
statement contemplated in Section 2(a) or 2(b) hereof, as applicable.

                  (e) Any reference herein to a registration statement as of any
time shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein to
any post-effective amendment to a registration statement as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.

                  3.       REGISTRATION PROCEDURES.

                  If the Company files a registration statement pursuant to
Section 2(a) or Section 2(b), the following provisions shall apply:

                  (a) At or before the Effective Time of the Exchange Offer or
the Shelf Registration, as the case may be, the Company shall qualify the
Indenture under the Trust Indenture Act of 1939.

                  (b) In the event that such qualification would require the
appointment of a new trustee under the Indenture, the Company shall appoint a
new trustee thereunder pursuant to the applicable provisions of the Indenture.

                  (c) In connection with the Company's obligations with respect
to the registration of Exchange Securities as contemplated by Section 2(a) (the
"Exchange Registration"), if applicable, the Company shall, as soon as
practicable (or as otherwise specified):

                           (i) prepare and file with the Commission, as soon as
                  practicable but no later than 150 days after the Closing Date,
                  an Exchange Registration Statement on any form which may be
                  utilized by the Company and which shall permit the Exchange
                  Offer and resales of Exchange Securities by broker-dealers
                  during the Resale Period to be effected as contemplated by
                  Section 2(a), and use its best efforts to cause such Exchange
                  Registration Statement


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                  to become effective as soon as practicable thereafter, but no
                  later than 240 days after the Closing Date;

                           (ii) as soon as practicable prepare and file with the
                  Commission such amendments and supplements to such Exchange
                  Registration Statement and the prospectus included therein as
                  may be necessary to effect and maintain the effectiveness of
                  such Exchange Registration Statement for the periods and
                  purposes contemplated in Section 2(a) hereof and as may be
                  required by the applicable rules and regulations of the
                  Commission and the instructions applicable to the form of such
                  Exchange Registration Statement, and promptly provide each
                  broker-dealer holding Exchange Securities with such number of
                  copies of the prospectus included therein (as then amended or
                  supplemented), in conformity in all material respects with the
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and regulations of the Commission thereunder, as
                  such broker-dealer reasonably may request prior to the
                  expiration of the Resale Period, for use in connection with
                  resales of Exchange Securities;

                           (iii) promptly notify each broker-dealer that has
                  requested or received copies of the prospectus included in
                  such registration statement, and confirm such advice in
                  writing, (A) when such Exchange Registration Statement or the
                  prospectus included therein or any prospectus amendment or
                  supplement or post-effective amendment has been filed, and,
                  with respect to such Exchange Registration Statement or any
                  post-effective amendment, when the same has become effective,
                  (B) of any comments by the Commission and by the blue sky or
                  securities commissioner or regulator of any state with respect
                  thereto or any request by the Commission for amendments or
                  supplements to such Exchange Registration Statement or
                  prospectus or for additional information, (C) of the issuance
                  by the Commission of any stop order suspending the
                  effectiveness of such Exchange Registration Statement or the
                  initiation or threatening of any proceedings for that purpose,
                  (D) if at any time the representations and warranties of the
                  Company contemplated by Section 5 cease to be true and correct
                  in all material respects, (E) of the receipt by the Company of
                  any notification with respect to the suspension of the
                  qualification of the Exchange Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose, or (F) at any time during the
                  Resale Period when a prospectus is required to be delivered
                  under the Securities Act, that such Exchange Registration
                  Statement, prospectus, prospectus amendment or supplement or
                  post-effective amendment does not conform in all material
                  respects to the applicable requirements of the Securities Act
                  and the Trust Indenture Act and the rules and regulations of
                  the Commission thereunder or contains an untrue statement of a
                  material fact or omits to state any material fact required to
                  be stated therein or necessary to make the statements therein
                  not misleading in light of the circumstances then existing;


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                           (iv) in the event that the Company would be required,
                  pursuant to Section 3(e)(iii)(F) above, to notify any
                  broker-dealers holding Exchange Securities, without delay
                  prepare and furnish to each such holder a reasonable number of
                  copies of a prospectus supplemented or amended so that, as
                  thereafter delivered to purchasers of such Exchange Securities
                  during the Resale Period, such prospectus shall conform in all
                  material respects to the applicable requirements of the
                  Securities Act and the Trust Indenture Act and the rules and
                  regulations of the Commission thereunder and shall not contain
                  an untrue statement of a material fact or omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading in light of the
                  circumstances then existing;

                           (v) use its best efforts to obtain the withdrawal of
                  any order suspending the effectiveness of such Exchange
                  Registration Statement or any post-effective amendment thereto
                  at the earliest practicable date;

                           (vi) use its best efforts to (A) register or qualify
                  the Exchange Securities under the securities laws or blue sky
                  laws of such jurisdictions as are contemplated by Section 2(a)
                  no later than the commencement of the Exchange Offer, (B) keep
                  such registrations or qualifications in effect and comply with
                  such laws so as to permit the continuance of offers, sales and
                  dealings therein in such jurisdictions until the expiration of
                  the Resale Period and (C) take any and all other actions as
                  may be reasonably necessary or advisable to enable each
                  broker-dealer holding Exchange Securities to consummate the
                  disposition thereof in such jurisdictions; provided, however,
                  that neither the Company nor the Guarantors shall be required
                  for any such purpose to (1) qualify as a foreign corporation
                  in any jurisdiction wherein it would not otherwise be required
                  to qualify but for the requirements of this Section 3(c)(vi),
                  (2) consent to general service of process in any such
                  jurisdiction or (3) make any changes to its certificate of
                  incorporation or by-laws or any agreement between it and its
                  stockholders;

                           (vii) use its best efforts to obtain the consent or
                  approval of each governmental agency or authority, whether
                  federal, state or local, which may be required to effect the
                  Exchange Registration, the Exchange Offer and the offering and
                  sale of Exchange Securities by broker-dealers during the
                  Resale Period;

                           (viii) provide a CUSIP number for all Exchange
                  Securities, not later than the applicable Effective Time;

                           (ix) comply with all applicable rules and regulations
                  of the Commission, and make generally available to its
                  securityholders as soon as practicable but no later than
                  eighteen months after the effective date of such Exchange
                  Registration Statement, an earning statement of the Company
                  and its subsidiaries


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                  complying with Section 11(a) of the Securities Act (including,
                  at the option of the Company, Rule 158 thereunder).

                  (d) In connection with the Company's obligations with respect
to the Shelf Registration, if applicable, the Company shall, as soon as
practicable (or as otherwise specified):

                           (i) prepare and file with the Commission, as soon as
                  practicable but in any case within the time periods specified
                  in Section 2(b), a Shelf Registration Statement on any form
                  which may be utilized by the Company and which shall register
                  all of the Registrable Securities for resale by the holders
                  thereof in accordance with such method or methods of
                  disposition as may be specified by such of the holders as,
                  from time to time, may be Electing Holders and use its best
                  efforts to cause such Shelf Registration Statement to become
                  effective as soon as practicable but in any case within the
                  time periods specified in Section 2(b);

                           (ii) not less than 30 calendar days prior to the
                  Effective Time of the Shelf Registration Statement, mail the
                  Notice and Questionnaire to the holders of Registrable
                  Securities; no holder shall be entitled to be named as a
                  selling securityholder in the Shelf Registration Statement as
                  of the Effective Time, and no holder shall be entitled to use
                  the prospectus forming a part thereof for resales of
                  Registrable Securities at any time, unless such holder has
                  returned a completed and signed Notice and Questionnaire to
                  the Company by the deadline for response set forth therein;
                  provided, however, holders of Registrable Securities shall
                  have at least 28 calendar days from the date on which the
                  Notice and Questionnaire is first mailed to such holders to
                  return a completed and signed Notice and Questionnaire to the
                  Company;

                           (iii) after the Effective Time of the Shelf
                  Registration Statement, upon the request of any holder of
                  Registrable Securities that is not then an Electing Holder,
                  promptly send a Notice and Questionnaire to such holder;
                  provided that the Company shall not be required to take any
                  action to name such holder as a selling securityholder in the
                  Shelf Registration Statement or to enable such holder to use
                  the prospectus forming a part thereof for resales of
                  Registrable Securities until such holder has returned a
                  completed and signed Notice and Questionnaire to the Company;

                           (iv) as soon as practicable prepare and file with the
                  Commission such amendments and supplements to such Shelf
                  Registration Statement and the prospectus included therein as
                  may be necessary to effect and maintain the effectiveness of
                  such Shelf Registration Statement for the period specified in
                  Section 2(b) hereof and as may be required by the applicable
                  rules and regulations of the Commission and the instructions
                  applicable to the form of such Shelf Registration Statement,
                  and furnish to the Electing Holders copies of any


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                  such supplement or amendment simultaneously with or prior to
                  its being used or filed with the Commission;

                           (v) comply with the provisions of the Securities Act
                  with respect to the disposition of all of the Registrable
                  Securities covered by such Shelf Registration Statement in
                  accordance with the intended methods of disposition by the
                  Electing Holders provided for in such Shelf Registration
                  Statement;

                           (vi) provide (A) the Electing Holders, (B) the
                  underwriters (which term, for purposes of this Exchange and
                  Registration Rights Agreement, shall include a person deemed
                  to be an underwriter within the meaning of Section 2(a)(11) of
                  the Securities Act), if any, thereof, (C) any sales or
                  placement agent therefor, (D) counsel for any such underwriter
                  or agent and (E) not more than one counsel for all the
                  Electing Holders the opportunity to participate in the
                  preparation of such Shelf Registration Statement, each
                  prospectus included therein or filed with the Commission and
                  each amendment or supplement thereto;

                           (vii) for a reasonable period prior to the filing of
                  such Shelf Registration Statement, and throughout the period
                  specified in Section 2(b), make available at reasonable times
                  at the Company's principal place of business or such other
                  reasonable place for inspection by the persons referred to in
                  Section 3(d)(vi) who shall certify to the Company that they
                  have a current intention to sell the Registrable Securities
                  pursuant to the Shelf Registration such financial and other
                  information and books and records of the Company, and cause
                  the officers, employees, counsel and independent certified
                  public accountants of the Company to respond to such
                  inquiries, as shall be reasonably necessary, in the judgment
                  of the respective counsel referred to in such Section, to
                  conduct a reasonable investigation within the meaning of
                  Section 11 of the Securities Act; provided, however, that each
                  such party shall be required to maintain in confidence and not
                  to disclose to any other person any information or records
                  reasonably designated by the Company as being confidential,
                  until such time as (A) such information becomes a matter of
                  public record (whether by virtue of its inclusion in such
                  registration statement or otherwise), or (B) such person shall
                  be required so to disclose such information pursuant to a
                  subpoena or order of any court or other governmental agency or
                  body having jurisdiction over the matter (subject to the
                  requirements of such order, and only after such person shall
                  have given the Company prompt prior written notice of such
                  requirement), or (C) such information is required to be set
                  forth in such Shelf Registration Statement or the prospectus
                  included therein or in an amendment to such Shelf Registration
                  Statement or an amendment or supplement to such prospectus in
                  order that such Shelf Registration Statement, prospectus,
                  amendment or supplement, as the case may be, complies with
                  applicable requirements of the federal securities laws and the
                  rules and regulations of the Commission and does not contain
                  an untrue statement of a ma-


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                  terial fact or omit to state therein a material fact required
                  to be stated therein or necessary to make the statements
                  therein not misleading in light of the circumstances then
                  existing;

                           (viii) promptly notify each of the Electing Holders,
                  any sales or placement agent therefor and any underwriter
                  thereof (which notification may be made through any managing
                  underwriter that is a representative of such underwriter for
                  such purpose) and confirm such advice in writing, (A) when
                  such Shelf Registration Statement or the prospectus included
                  therein or any prospectus amendment or supplement or
                  post-effective amendment has been filed, and, with respect to
                  such Shelf Registration Statement or any post-effective
                  amendment, when the same has become effective, (B) of any
                  comments by the Commission and by the blue sky or securities
                  commissioner or regulator of any state with respect thereto or
                  any request by the Commission for amendments or supplements to
                  such Shelf Registration Statement or prospectus or for
                  additional information, (C) of the issuance by the Commission
                  of any stop order suspending the effectiveness of such Shelf
                  Registration Statement or the initiation or threatening of any
                  proceedings for that purpose, (D) if at any time the
                  representations and warranties of the Company contemplated by
                  Section 3(d)(xvii) or Section 5 cease to be true and correct
                  in all material respects, (E) of the receipt by the Company of
                  any notification with respect to the suspension of the
                  qualification of the Registrable Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose, or (F) if at any time when a
                  prospectus is required to be delivered under the Securities
                  Act, that such Shelf Registration Statement, prospectus,
                  prospectus amendment or supplement or post-effective amendment
                  does not conform in all material respects to the applicable
                  requirements of the Securities Act and the Trust Indenture Act
                  and the rules and regulations of the Commission thereunder or
                  contains an untrue statement of a material fact or omits to
                  state any material fact required to be stated therein or
                  necessary to make the statements therein not misleading in
                  light of the circumstances then existing;

                           (ix) use its reasonable best efforts to obtain the
                  withdrawal of any order suspending the effectiveness of such
                  registration statement or any post-effective amendment thereto
                  at the earliest practicable date;

                           (x) if requested by any managing underwriter or
                  underwriters, any placement or sales agent or any Electing
                  Holder, promptly incorporate in a prospectus supplement or
                  post-effective amendment such information as is required by
                  the applicable rules and regulations of the Commission and as
                  such managing underwriter or underwriters, such agent or such
                  Electing Holder specifies should be included therein relating
                  to the terms of the sale of such Registrable Securities,
                  including information with respect to the principal amount of
                  Registrable Securities being sold by such Electing Holder or
                  agent or to any underwriters, the name and description of such
                  Electing Holder,


                                       12
<Page>

                  agent or underwriter, the offering price of such Registrable
                  Securities and any discount, commission or other compensation
                  payable in respect thereof, the purchase price being paid
                  therefor by such underwriters and with respect to any other
                  terms of the offering of the Registrable Securities to be sold
                  by such Electing Holder or agent or to such underwriters; and
                  make all required filings of such prospectus supplement or
                  post-effective amendment promptly after notification of the
                  matters to be incorporated in such prospectus supplement or
                  post-effective amendment;

                           (xi) furnish to each Electing Holder, each placement
                  or sales agent, if any, therefor, each underwriter, if any,
                  thereof and the respective counsel referred to in Section
                  3(d)(vi) an executed copy (or, in the case of an Electing
                  Holder, a conformed copy) of such Shelf Registration
                  Statement, each such amendment and supplement thereto (in each
                  case including all exhibits thereto (in the case of an
                  Electing Holder of Registrable Securities, upon request) and
                  documents incorporated by reference therein) and such number
                  of copies of such Shelf Registration Statement (excluding
                  exhibits thereto and documents incorporated by reference
                  therein unless specifically so requested by such Electing
                  Holder, agent or underwriter, as the case may be) and of the
                  prospectus included in such Shelf Registration Statement
                  (including each preliminary prospectus and any summary
                  prospectus), in conformity in all material respects with the
                  applicable requirements of the Securities Act and the Trust
                  Indenture Act and the rules and regulations of the Commission
                  thereunder, and such other documents, as such Electing Holder,
                  agent, if any, and underwriter, if any, may reasonably request
                  in order to facilitate the offering and disposition of the
                  Registrable Securities owned by such Electing Holder, offered
                  or sold by such agent or underwritten by such underwriter and
                  to permit such Electing Holder, agent and underwriter to
                  satisfy the prospectus delivery requirements of the Securities
                  Act; and the Company hereby consents to the use of such
                  prospectus (including such preliminary and summary prospectus)
                  and any amendment or supplement thereto by each such Electing
                  Holder and by any such agent and underwriter, in each case in
                  the form most recently provided to such person by the Company,
                  in connection with the offering and sale of the Registrable
                  Securities covered by the prospectus (including such
                  preliminary and summary prospectus) or any supplement or
                  amendment thereto;

                           (xii) use best efforts to (A) register or qualify the
                  Registrable Securities to be included in such Shelf
                  Registration Statement under such securities laws or blue sky
                  laws of such jurisdictions as any Electing Holder and each
                  placement or sales agent, if any, therefor and underwriter, if
                  any, thereof shall reasonably request, (B) keep such
                  registrations or qualifications in effect and comply with such
                  laws so as to permit the continuance of offers, sales and
                  dealings therein in such jurisdictions during the period the
                  Shelf Registration is required to remain effective under
                  Section 2(b) above and for so long as may


                                       13
<Page>

                  be necessary to enable any such Electing Holder, agent or
                  underwriter to complete its distribution of Securities
                  pursuant to such Shelf Registration Statement and (C) take any
                  and all other actions as may be reasonably necessary or
                  advisable to enable each such Electing Holder, agent, if any,
                  and underwriter, if any, to consummate the disposition in such
                  jurisdictions of such Registrable Securities; provided,
                  however, that neither the Company nor the Guarantors shall not
                  be required for any such purpose to (1) qualify as a foreign
                  corporation in any jurisdiction wherein it would not otherwise
                  be required to qualify but for the requirements of this
                  Section 3(d)(xii), (2) consent to general service of process
                  in any such jurisdiction or (3) make any changes to its
                  certificate of incorporation or by-laws or any agreement
                  between it and its stockholders;

                           (xiii) use its best efforts to obtain the consent or
                  approval of each governmental agency or authority, whether
                  federal, state or local, which may be required to effect the
                  Shelf Registration or the offering or sale in connection
                  therewith or to enable the selling holder or holders to offer,
                  or to consummate the disposition of, their Registrable
                  Securities;

                           (xiv) Unless any Registrable Securities shall be in
                  book-entry only form, cooperate with the Electing Holders and
                  the managing underwriters, if any, to facilitate the timely
                  preparation and delivery of certificates representing
                  Registrable Securities to be sold, which certificates, if so
                  required by any securities exchange upon which any Registrable
                  Securities are listed, shall be penned, lithographed or
                  engraved, or produced by any combination of such methods, on
                  steel engraved borders, and which certificates shall not bear
                  any restrictive legends; and, in the case of an underwritten
                  offering, enable such Registrable Securities to be in such
                  denominations and registered in such names as the managing
                  underwriters may request at least two business days prior to
                  any sale of the Registrable Securities;

                           (xv) provide a CUSIP number for all Registrable
                  Securities, not later than the applicable Effective Time;

                           (xvi) enter into one or more underwriting agreements,
                  engagement letters, agency agreements, "best efforts"
                  underwriting agreements or similar agreements, as appropriate,
                  including customary provisions relating to indemnification and
                  contribution, and take such other actions in connection
                  therewith as any Electing Holders aggregating at least 20% in
                  aggregate principal amount of the Registrable Securities at
                  the time outstanding shall request in order to expedite or
                  facilitate the disposition of such Registrable Securities;

                           (xvii) whether or not an agreement of the type
                  referred to in Section 3(d)(xvi) hereof is entered into and
                  whether or not any portion of the offering contemplated by the
                  Shelf Registration is an underwritten offering or is made


                                       14
<Page>

                  through a placement or sales agent or any other entity, (A)
                  make such representations and warranties to the Electing
                  Holders and the placement or sales agent, if any, therefor and
                  the underwriters, if any, thereof in form, substance and scope
                  as are customarily made in connection with an offering of debt
                  securities pursuant to any appropriate agreement or to a
                  registration statement filed on the form applicable to the
                  Shelf Registration; (B) obtain an opinion of counsel to the
                  Company in customary form and covering such matters, of the
                  type customarily covered by such an opinion, as the managing
                  underwriters, if any, or any Electing Holders constituting at
                  least 20% in aggregate principal amount of the Registrable
                  Securities at the time outstanding request, addressed to such
                  Electing Holder or Electing Holders and the placement or sales
                  agent, if any, therefor and the underwriters, if any, thereof
                  and dated the effective date of such Shelf Registration
                  Statement (and if such Shelf Registration Statement
                  contemplates an underwritten offering of a part or all of the
                  Registrable Securities, dated the date of the closing under
                  the underwriting agreement relating thereto) (it being agreed
                  that the matters to be covered by such opinion shall include
                  the due incorporation and good standing of the Company and its
                  subsidiaries; the qualification of the Company and its
                  subsidiaries to transact business as foreign corporations; the
                  due authorization, execution and delivery of the relevant
                  agreement of the type referred to in Section 3(d)(xvi) hereof;
                  the due authorization, execution, authentication and issuance,
                  and the validity and enforceability, of the Securities; the
                  absence of material legal or governmental proceedings
                  involving the Company; the absence of a breach by the Company
                  or any of its subsidiaries of, or a default under, material
                  agreements binding upon the Company or any subsidiary of the
                  Company; the absence of governmental approvals required to be
                  obtained in connection with the Shelf Registration, the
                  offering and sale of the Registrable Securities, this Exchange
                  and Registration Rights Agreement or any agreement of the type
                  referred to in Section 3(d)(xvi) hereof, except such approvals
                  as may be required under state securities or blue sky laws;
                  the material compliance as to form of such Shelf Registration
                  Statement and any documents incorporated by reference therein
                  and of the Indenture with the requirements of the Securities
                  Act and the Trust Indenture Act and the rules and regulations
                  of the Commission thereunder, respectively; and, as of the
                  date of the opinion and of the Shelf Registration Statement or
                  most recent post-effective amendment thereto, as the case may
                  be, the absence from such Shelf Registration Statement and the
                  prospectus included therein, as then amended or supplemented,
                  and from the documents incorporated by reference therein (in
                  each case other than the financial statements and other
                  financial information contained therein) of an untrue
                  statement of a material fact or the omission to state therein
                  a material fact necessary to make the statements therein not
                  misleading (in the case of such documents, in the light of the
                  circumstances existing at the time that such documents were
                  filed with the Commission under the Exchange Act)); (C) obtain
                  a "cold comfort" letter or letters from the independent
                  certified public accountants of the Company ad-


                                       15
<Page>

                  dressed to the selling Electing Holders, the placement or
                  sales agent, if any, therefor or the underwriters, if any,
                  thereof, dated (i) the effective date of such Shelf
                  Registration Statement and (ii) the effective date of any
                  prospectus supplement to the prospectus included in such Shelf
                  Registration Statement or post-effective amendment to such
                  Shelf Registration Statement which includes unaudited or
                  audited financial statements as of a date or for a period
                  subsequent to that of the latest such statements included in
                  such prospectus (and, if such Shelf Registration Statement
                  contemplates an underwritten offering pursuant to any
                  prospectus supplement to the prospectus included in such Shelf
                  Registration Statement or post-effective amendment to such
                  Shelf Registration Statement which includes unaudited or
                  audited financial statements as of a date or for a period
                  subsequent to that of the latest such statements included in
                  such prospectus, dated the date of the closing under the
                  underwriting agreement relating thereto), such letter or
                  letters to be in customary form and covering such matters of
                  the type customarily covered by letters of such type; (D)
                  deliver such customary documents and certificates, including
                  officers' certificates, as may be reasonably requested by any
                  Electing Holders of at least 20% in aggregate principal amount
                  of the Registrable Securities at the time outstanding or the
                  placement or sales agent, if any, therefor and the managing
                  underwriters, if any, thereof to evidence the accuracy of the
                  representations and warranties made pursuant to clause (A)
                  above or those contained in Section 5(a) hereof and the
                  compliance with or satisfaction of any agreements or
                  conditions contained in the underwriting agreement or other
                  agreement entered into by the Company or the Guarantors; and
                  (E) undertake such obligations relating to expense
                  reimbursement, indemnification and contribution as are
                  provided in Section 6 hereof;

                           (xviii) notify in writing each holder of Registrable
                  Securities of any proposal by the Company to amend or waive
                  any provision of this Exchange and Registration Rights
                  Agreement pursuant to Section 9(h) hereof and of any amendment
                  or waiver effected pursuant thereto, each of which notices
                  shall contain the text of the amendment or waiver proposed or
                  effected, as the case may be;

                           (xix) in the event that any broker-dealer registered
                  under the Exchange Act shall underwrite any Registrable
                  Securities or participate as a member of an underwriting
                  syndicate or selling group or "assist in the distribution"
                  (within the meaning of the Conduct Rules (the "Conduct Rules)
                  of the National Association of Securities Dealers, Inc.
                  ("NASD") or any successor thereto, as amended from time to
                  time) thereof, whether as a holder of such Registrable
                  Securities or as an underwriter, a placement or sales agent or
                  a broker or dealer in respect thereof, or otherwise, assist
                  such broker-dealer in complying with the requirements of such
                  Conduct Rules, including by (A) if such Conduct Rules shall so
                  require, engaging a "qualified independent underwriter" (as
                  defined in such Conduct Rules) to participate in the
                  preparation of the Shelf Reg-


                                       16
<Page>

                  istration Statement relating to such Registrable Securities,
                  to exercise usual standards of due diligence in respect
                  thereto and, if any portion of the offering contemplated by
                  such Shelf Registration Statement is an underwritten offering
                  or is made through a placement or sales agent, to recommend
                  the yield of such Registrable Securities, (B) indemnifying any
                  such qualified independent underwriter to the extent of the
                  indemnification of underwriters provided in Section 6 hereof
                  (or to such other customary extent as may be requested by such
                  underwriter), and (C) providing such information to such
                  broker-dealer as may be required in order for such
                  broker-dealer to comply with the requirements of the Conduct
                  Rules; and

                           (xx) comply with all applicable rules and regulations
                  of the Commission, and make generally available to its
                  securityholders as soon as practicable but in any event not
                  later than eighteen months after the effective date of such
                  Shelf Registration Statement, an earning statement of the
                  Company and its subsidiaries complying with Section 11(a) of
                  the Securities Act (including, at the option of the Company,
                  Rule 158 thereunder).

                  (e) In the event that the Company would be required, pursuant
to Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or
sales agent, if any, therefor and the managing underwriters, if any, thereof,
the Company shall without delay prepare and furnish to each of the Electing
Holders, to each placement or sales agent, if any, and to each such underwriter,
if any, a reasonable number of copies of a prospectus supplemented or amended so
that, as thereafter delivered to purchasers of Registrable Securities, such
prospectus shall conform in all material respects to the applicable requirements
of the Securities Act and the Trust Indenture Act and the rules and regulations
of the Commission thereunder and shall not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing. Each Electing Holder agrees that upon receipt of
any notice from the Company pursuant to Section 3(d)(viii)(F) hereof, such
Electing Holder shall forthwith discontinue the disposition of Registrable
Securities pursuant to the Shelf Registration Statement applicable to such
Registrable Securities until such Electing Holder shall have received copies of
such amended or supplemented prospectus, and if so directed by the Company, such
Electing Holder shall deliver to the Company (at the Company's expense) all
copies, other than permanent file copies, then in such Electing Holder's
possession of the prospectus covering such Registrable Securities at the time of
receipt of such notice.

                  (f) In the event of a Shelf Registration, in addition to the
information required to be provided by each Electing Holder in its Notice
Questionnaire, the Company may require such Electing Holder to furnish to the
Company such additional information regarding such Electing Holder and such
Electing Holder's intended method of distribution of Registrable Securities as
may be required in order to comply with the Securities Act. Each such Electing
Holder agrees to notify the Company as promptly as practicable of any inaccuracy
or change in information previously furnished by such Electing Holder to the
Company or of the


                                       17
<Page>

occurrence of any event in either case as a result of which any prospectus
relating to such Shelf Registration contains or would contain an untrue
statement of a material fact regarding such Electing Holder or such Electing
Holder's intended method of disposition of such Registrable Securities or omits
to state any material fact regarding such Electing Holder or such Electing
Holder's intended method of disposition of such Registrable Securities required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing, and promptly to furnish to the
Company any additional information required to correct and update any previously
furnished information or required so that such prospectus shall not contain,
with respect to such Electing Holder or the disposition of such Registrable
Securities, an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing.

                  (g) Until the expiration of three years after the Closing
Date, the Company will not, and will not permit any of its "affiliates" (as
defined in Rule 144) to, resell any of the Securities that have been reacquired
by any of them except pursuant to an effective registration statement under the
Securities Act.

                  4.       REGISTRATION EXPENSES.

                  The Company agrees to bear and to pay or cause to be paid
promptly all expenses incident to the Company's performance of or compliance
with this Exchange and Registration Rights Agreement, including (a) all
Commission and any NASD registration, filing and review fees and expenses
including fees and disbursements of counsel for the placement or sales agent or
underwriters in connection with such registration, filing and review, (b) all
fees and expenses in connection with the qualification of the Securities for
offering and sale under state securities and blue sky laws referred to in
Section 3(d)(xii) hereof and determination of their eligibility for investment
under the laws of such jurisdictions as any managing underwriters or the
Electing Holders may designate, including any fees and disbursements of counsel
for the Electing Holders or underwriters in connection with such qualification
and determination, (c) all reasonable expenses relating to the preparation,
printing, production, distribution and reproduction of each registration
statement required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or producing any underwriting agreements, agreements among
underwriters, selling agreements and blue sky or legal investment memoranda and
all other documents in connection with the offering, sale or delivery of
Securities to be disposed of (including certificates representing the
Securities), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) reasonable fees and expenses of the Trustee
under the Indenture, any agent of the Trustee and any counsel for the Trustee
and of any collateral agent or custodian, (f) internal expenses (including all
salaries and expenses of the Company's officers and employees performing legal
or accounting duties), (g) reasonable fees, disbursements and expenses of
counsel and independent certified public accountants of the Company (including
the expenses of any opinions or "cold comfort" letters required by


                                       18
<Page>

or incident to such performance and compliance), (h) fees, disbursements and
expenses of any "qualified independent underwriter" engaged pursuant to Section
3(d)(xix) hereof, (i) reasonable fees, disbursements and expenses of one counsel
for the Electing Holders retained in connection with a Shelf Registration, as
selected by the Electing Holders of at least a majority in aggregate principal
amount of the Registrable Securities held by Electing Holders (which counsel
shall be reasonably satisfactory to the Company), (j) any fees charged by
securities rating services for rating the Securities, and (k) fees, expenses and
disbursements of any other persons, including special experts, retained by the
Company in connection with such registration (collectively, the "Registration
Expenses"). To the extent that any Registration Expenses are incurred, assumed
or paid by any holder of Registrable Securities or any placement or sales agent
therefor or underwriter thereof, the Company shall reimburse such person for the
full amount of the Registration Expenses so incurred, assumed or paid promptly
after receipt of a request therefor. Notwithstanding the foregoing, the holders
of the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly), other
than the counsel and experts specifically referred to above.

                  5.       REPRESENTATIONS AND WARRANTIES.

                  Each of the Company and the Guarantors represents and warrants
to, and agrees with, each Purchaser and each of the holders from time to time of
Registrable Securities that:

                  (a) Each registration statement covering Registrable
Securities and each prospectus (including any preliminary or summary prospectus)
contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof
and any further amendments or supplements to any such registration statement or
prospectus, when it becomes effective or is filed with the Commission, as the
case may be, and, in the case of an underwritten offering of Registrable
Securities, at the time of the closing under the underwriting agreement relating
thereto, will conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; and at all times subsequent to
the Effective Time when a prospectus would be required to be delivered under the
Securities Act, other than from (i) such time as a notice has been given to
holders of Registrable Securities pursuant to Section 3(d)(viii)(F) or Section
3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an amended or
supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof,
each such registration statement, and each prospectus (including any summary
prospectus) contained therein or furnished pursuant to Section 3(d) or Section
3(c) hereof, as then amended or supplemented, will conform in all material
respects to the requirements of the Securities Act and the Trust Indenture Act
and the rules and regulations of the Commission thereunder and will not contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to


                                       19
<Page>

make the statements therein not misleading in the light of the circumstances
then existing; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by a holder of Registrable
Securities expressly for use therein.

                  (b) Any documents incorporated by reference in any prospectus
referred to in Section 5(a) hereof, when they become or became effective or are
or were filed with the Commission, as the case may be, will conform or conformed
in all material respects to the requirements of the Securities Act or the
Exchange Act, as applicable, and none of such documents will contain or
contained an untrue statement of a material fact or will omit or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company by a
holder of Registrable Securities expressly for use therein.

                  (c) The compliance by each of the Company and the Guarantors
with all of the provisions of this Exchange and Registration Rights Agreement
and the consummation of the transactions herein contemplated will not conflict
with or result in a breach of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any subsidiary of the Company is
a party or by which the Company or any subsidiary of the Company is bound or to
which any of the property or assets of the Company or any subsidiary of the
Company is subject, nor will such action result in any violation of the
provisions of the certificate of incorporation, as amended, or the by-laws of
the Company or any of the Guarantors or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Company or any subsidiary of the Company or any of their properties; and no
consent, approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the
consummation by the Company and the Guarantors of the transactions contemplated
by this Exchange and Registration Rights Agreement, except the registration
under the Securities Act of the Securities, qualification of the Indenture under
the Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under State securities or
blue sky laws in connection with the offering and distribution of the
Securities.

                  (d) This Exchange and Registration Rights Agreement has been
duly authorized, executed and delivered by each of the Company and Guarantors.

                  6.       INDEMNIFICATION.

                  (a) INDEMNIFICATION BY THE COMPANY AND THE GUARANTORS. The
Company and the Guarantors, jointly and severally, will indemnify and hold
harmless each of the holders of Registrable Securities included in an Exchange
Registration Statement, each of the Electing Holders of Registrable Securities
included in a Shelf Registration Statement and each person who participates as a
placement or sales agent or as an underwriter in any of-


                                       20
<Page>

fering or sale of such Registrable Securities against any losses, claims,
damages or liabilities, joint or several, to which such holder, agent or
underwriter may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in any Exchange Registration Statement or Shelf
Registration Statement, as the case may be, under which such Registrable
Securities were registered under the Securities Act, or any preliminary, final
or summary prospectus contained therein or furnished by the Company to any such
holder, Electing Holder, agent or underwriter, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse such holder, such
Electing Holder, such agent and such underwriter for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that
neither the Company nor the Guarantors shall be liable to any such person in any
such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, or
preliminary, final or summary prospectus, or amendment or supplement thereto, in
reliance upon and in conformity with written information furnished to the
Company by such person expressly for use therein.

                  (b) INDEMNIFICATION BY THE HOLDERS AND ANY AGENTS AND
UNDERWRITERS. The Company may require, as a condition to including any
Registrable Securities in any registration statement filed pursuant to Section
2(b) hereof and to entering into any underwriting agreement with respect
thereto, that the Company shall have received an undertaking reasonably
satisfactory to it from the Electing Holder of such Registrable Securities and
from each underwriter named in any such underwriting agreement, severally and
not jointly, to (i) indemnify and hold harmless the Company and all other
holders of Registrable Securities, against any losses, claims, damages or
liabilities to which the Company or such other holders of Registrable Securities
may become subject, under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in such registration statement, or any preliminary,
final or summary prospectus contained therein or furnished by the Company to any
such Electing Holder, agent or underwriter, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Electing Holder or underwriter
expressly for use therein, and (ii) reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred; provided,
however, that no such Electing Holder shall be required to undertake liability
to any person under this Section 6(b) for any amounts in excess of the dollar
amount


                                       21
<Page>

of the proceeds to be received by such Electing Holder from the sale of such
Electing Holder's Registrable Securities pursuant to such registration.

                  (c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an
indemnified party under subsection (a) or (b) above of written notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party pursuant to the
indemnification provisions of or contemplated by this Section 6, notify such
indemnifying party in writing of the commencement of such action; but the
omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under the
indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof. In
case any such action shall be brought against any indemnified party and it shall
notify an indemnifying party of the commencement thereof, such indemnifying
party shall be entitled to participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, such indemnifying party shall not be liable to such indemnified party
for any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying party
shall, without the written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

                  (d) CONTRIBUTION. If for any reason the indemnification
provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or
insufficient to hold harmless an indemnified party in respect of any losses,
claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the indemnifying party and the indemnified
party in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by such indemnifying party or by such indemnified party,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The parties hereto
agree that it would not be just and equitable if contributions pursuant to this
Section 6(d) were determined by pro rata allocation (even if the holders or any
agents or underwriters


                                       22
<Page>

or all of them were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to in this Section 6(d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, or liabilities (or actions in
respect thereof) referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages which such holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders' and any underwriters' obligations in this
Section 6(d) to contribute shall be several in proportion to the principal
amount of Registrable Securities registered or underwritten, as the case may be,
by them and not joint.

                  (e) The obligations of the Company and the Guarantors under
this Section 6 shall be in addition to any liability which the Company or the
Guarantors may otherwise have and shall extend, upon the same terms and
conditions, to each officer, director and partner of each holder, agent and
underwriter and each person, if any, who controls any holder, agent or
underwriter within the meaning of the Securities Act; and the obligations of the
holders and any agents or underwriters contemplated by this Section 6 shall be
in addition to any liability which the respective holder, agent or underwriter
may otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company or the Guarantors (including any person who,
with his consent, is named in any registration statement as about to become a
director of the Company or the Guarantors) and to each person, if any, who
controls the Company within the meaning of the Securities Act.

                  7.       UNDERWRITTEN OFFERINGS.

                  (a) SELECTION OF UNDERWRITERS. If any of the Registrable
Securities covered by the Shelf Registration are to be sold pursuant to an
underwritten offering, the managing underwriter or underwriters thereof shall be
designated by the Requesting Holders, provided that such designated managing
underwriter or underwriters is or are reasonably acceptable to the Company.

                  (b) PARTICIPATION BY HOLDERS. Each holder of Registrable
Securities hereby agrees with each other such holder that no such holder may
participate in any underwritten offering hereunder unless such holder (i) agrees
to sell such holder's Registrable Securities


                                       23
<Page>

on the basis provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

                  8.       RULE 144.

                  The Company covenants to the holders of Registrable Securities
that to the extent it shall be required to do so under the Exchange Act, the
Company shall timely file the reports required to be filed by it under the
Exchange Act or the Securities Act (including the reports under Section 13 and
15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted
by the Commission under the Securities Act) and the rules and regulations
adopted by the Commission thereunder, and shall take such further action as any
holder of Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Registrable Securities
without registration under the Securities Act within the limitations of the
exemption provided by Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the Commission. Upon the request of any holder of
Registrable Securities in connection with that holder's sale pursuant to Rule
144, the Company shall deliver to such holder a written statement as to whether
it has complied with such requirements.

                  9.       MISCELLANEOUS.

                  (a) NO INCONSISTENT AGREEMENTS. The Company represents,
warrants, covenants and agrees that it has not granted, and shall not grant,
registration rights with respect to Registrable Securities or any other
securities which would be inconsistent with the terms contained in this Exchange
and Registration Rights Agreement.

                  (b) SPECIFIC PERFORMANCE. The parties hereto acknowledge that
there would be no adequate remedy at law if the Company fails to perform any of
its obligations hereunder and that the Purchaser and the holders from time to
time of the Registrable Securities may be irreparably harmed by any such
failure, and accordingly agree that the Purchaser and such holders, in addition
to any other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of the Company under
this Exchange and Registration Rights Agreement in accordance with the terms and
conditions of this Exchange and Registration Rights Agreement, in any court of
the United States or any State thereof having jurisdiction.

                  (c) NOTICES. All notices, requests, claims, demands, waivers
and other communications hereunder shall be in writing and shall be deemed to
have been duly given when delivered by hand, if delivered personally or by
courier, or three days after being deposited in the mail (registered or
certified mail, postage prepaid, return receipt requested) as follows: If to the
Company, to it at 9125 Rehco Road, San Diego, California 92121 and if to a
holder, to the address of such holder set forth in the security register or
other records of the Company, or to such other address as the Company or any
such holder may have furnished


                                       24
<Page>

to the other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.

                  (d) PARTIES IN INTEREST. All the terms and provisions of this
Exchange and Registration Rights Agreement shall be binding upon, shall inure to
the benefit of and shall be enforceable by the parties hereto and the holders
from time to time of the Registrable Securities and the respective successors
and assigns of the parties hereto and such holders. In the event that any
transferee of any holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of
any kind, be deemed a beneficiary hereof for all purposes and such Registrable
Securities shall be held subject to all of the terms of this Exchange and
Registration Rights Agreement, and by taking and holding such Registrable
Securities such transferee shall be entitled to receive the benefits of, and be
conclusively deemed to have agreed to be bound by all of the applicable terms
and provisions of this Exchange and Registration Rights Agreement. If the
Company shall so request, any such successor, assign or transferee shall agree
in writing to acquire and hold the Registrable Securities subject to all of the
applicable terms hereof.

                  (e) SURVIVAL. The respective indemnities, agreements,
representations, warranties and each other provision set forth in this Exchange
and Registration Rights Agreement or made pursuant hereto shall remain in full
force and effect regardless of any investigation (or statement as to the results
thereof) made by or on behalf of any holder of Registrable Securities, any
director, officer or partner of such holder, any agent or underwriter or any
director, officer or partner thereof, or any controlling person of any of the
foregoing, and shall survive delivery of and payment for the Registrable
Securities pursuant to the Purchase Agreement and the transfer and registration
of Registrable Securities by such holder and the consummation of an Exchange
Offer.

                  (f) GOVERNING LAW. This Exchange and Registration Rights
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.

                  (g) HEADINGS. The descriptive headings of the several Sections
and paragraphs of this Exchange and Registration Rights Agreement are inserted
for convenience only, do not constitute a part of this Exchange and Registration
Rights Agreement and shall not affect in any way the meaning or interpretation
of this Exchange and Registration Rights Agreement.

                  (h) ENTIRE AGREEMENT; AMENDMENTS. This Exchange and
Registration Rights Agreement and the other writings referred to herein
(including the Indenture and the form of Securities) or delivered pursuant
hereto which form a part hereof contain the entire understanding of the parties
with respect to its subject matter. This Exchange and Registration Rights
Agreement supersedes all prior agreements and understandings between the parties
with respect to its subject matter. This Exchange and Registration Rights
Agreement may be amended and the observance of any term of this Exchange and
Registration Rights Agreement may be waived (either generally or in a particular
instance and either retroactively


                                       25
<Page>

or prospectively) only by a written instrument duly executed by the Company and
the holders of at least a majority in aggregate principal amount of the
Registrable Securities at the time outstanding. Each holder of any Registrable
Securities at the time or thereafter outstanding shall be bound by any amendment
or waiver effected pursuant to this Section 9(h), whether or not any notice,
writing or marking indicating such amendment or waiver appears on such
Registrable Securities or is delivered to such holder.

                  (i) INSPECTION. For so long as this Exchange and Registration
Rights Agreement shall be in effect, this Exchange and Registration Rights
Agreement and a complete list of the names and addresses of all the holders of
Registrable Securities shall be made available for inspection and copying on any
business day by any holder of Registrable Securities for proper purposes only
(which shall include any purpose related to the rights of the holders of
Registrable Securities under the Securities, the Indenture and this Agreement)
at the offices of the Company at the address thereof set forth in Section 9(c)
above and at the office of the Trustee under the Indenture.

                  (j) COUNTERPARTS. This agreement may be executed by the
parties in counterparts, each of which shall be deemed to be an original, but
all such respective counterparts shall together constitute one and the same
instrument.


                                       26
<Page>



                  If the foregoing is in accordance with your understanding,
please sign and return to us one counterpart hereof for the Company plus one
counterpart hereof for each counsel, and upon the acceptance hereof by you, this
letter and such acceptance hereof shall constitute a binding agreement among the
Purchaser, the Guarantors and the Company.

                             Very truly yours,

                             PETCO Animal Supplies, Inc.


                             By:      /s/ BRIAN K. DEVINE
                                      ---------------------------------------
                                     Name:    Brian K. Devine
                                     Title:   President and Chief Executive
                                              Officer

                             International Pet Supplies and Distribution, Inc.
                             PETCO Southwest, Inc.
                             Pet Concepts International
                             PM Management Incorporated


                             By:      /s/ JAMES M. MYERS
                                      ---------------------------------------
                                     Name:    James M. Myers
                                     Title:   Senior Vice President,
                                              Secretary, Chief Financial
                                              Officer, and Treasurer

                             PETCO Southwest, L.P.

                             By:  PETCO Animal Supplies, Inc.,
                                     its General Partner


                             By:      /s/ JAMES M. MYERS
                                      ---------------------------------------
                                     Name: James M. Myers
                                     Title:   Executive Vice President and
                                              Chief Financial Officer



                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

<Page>




Accepted as of the date hereof:

GOLDMAN, SACHS & CO.


By:      /s/ GOLDMAN, SACHS & CO.
         ------------------------------------------------------------
                                 (Goldman, Sachs & Co.)




<Page>




                                   Schedule A

International Pet Supplies and Distribution, Inc.
PETCO Southwest, Inc.
Pet Concepts International
PM Management Incorporated
PETCO Southwest, L.P.


                                       A-1
<Page>






                                                                       Exhibit A


                           PETCO Animal Supplies, Inc.


                         INSTRUCTION TO DTC PARTICIPANTS


                                (Date of Mailing)



                     URGENT - IMMEDIATE ATTENTION REQUESTED


                         DEADLINE FOR RESPONSE: [DATE](a)


The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the PETCO Animal Supplies, Inc. (the
"Company") 10.75% Senior Subordinated Notes due 2011 (the "Securities") are
held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

IT IS IMPORTANT THAT BENEFICIAL OWNERS OF THE SECURITIES RECEIVE A COPY OF THE
ENCLOSED MATERIALS AS SOON AS POSSIBLE as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact PETCO Animal
Supplies, Inc., 9125 Rehco Road, San Diego, California 92121, telephone (858)
453-7845, Attention: Chief Financial Officer.



--------
(a)     Not less than 28 calendar days from date of mailing.


                                       A-2
<Page>



                           PETCO Animal Supplies, Inc.


                        Notice of Registration Statement
                                       and
                      SELLING SECURITYHOLDER QUESTIONNAIRE


                                     (Date)


Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between PETCO Animal Supplies,
Inc. (the "Company") and the Purchaser named therein. Pursuant to the Exchange
and Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form [__] (the "Shelf Registration Statement") for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities
Act"), of the Company's 10.75% Senior Subordinated Notes due 2011 (the
"Securities"). A copy of the Exchange and Registration Rights Agreement is
attached hereto. All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "REGISTRABLE SECURITIES" is defined in the Exchange and Registration
Rights Agreement.


                                       A-3
<Page>



                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.(10)

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:


                                       A-4
<Page>



                                  QUESTIONNAIRE

(1)   (a)         Full Legal Name of Selling Securityholder:

      (b)         Full Legal Name of Registered Holder (if not the same as in
                  (a) above) of Registrable Securities Listed in Item (3) below:

      (c)         Full Legal Name of DTC Participant (if applicable and if not
                  the same as (b) above) Through Which Registrable Securities
                  Listed in Item (3) below are Held:

(2)               Address for Notices to Selling Securityholder:


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


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


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

                  Telephone:
                                    --------------------------------------------

                  Fax:
                                    --------------------------------------------

                  Contact Person:
                                    --------------------------------------------

(3)      Beneficial Ownership of Securities:

         Except as set forth below in this Item (3), the undersigned does not
         beneficially own any Securities.

         (a)      Principal amount of Registrable Securities beneficially owned:

                  ------------------------
                  CUSIP No(s). of such Registrable Securities:

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

         (b)      Principal amount of Securities other than Registrable
                  Securities beneficially owned:
                                                 -------------------------------
                  CUSIP No(s). of such other Securities:

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

         (c)      Principal amount of Registrable Securities which the
                  undersigned wishes to be included in the Shelf Registration
                  Statement:
                             ----
                  CUSIP No(s). of such Registrable Securities to be included in
                  the Shelf Registration Statement:

(4)      Beneficial Ownership of Other Securities of the Company:


                                       A-5
<Page>


         Except as set forth below in this Item (4), the undersigned Selling
         Securityholder is not the beneficial or registered owner of any other
         securities of the Company, other than the Securities listed above in
         Item (3).

         State any exceptions here:

(5)      Relationships with the Company:

         Except as set forth below, neither the Selling Securityholder nor any
         of its affiliates, officers, directors or principal equity holders (5%
         or more) has held any position or office or has had any other material
         relationship with the Company (or its predecessors or affiliates)
         during the past three years.

         State any exceptions here:

(6)      Plan of Distribution:

         Except as set forth below, the undersigned Selling Securityholder
         intends to distribute the Registrable Securities listed above in Item
         (3) only as follows (if at all): Such Registrable Securities may be
         sold from time to time directly by the undersigned Selling
         Securityholder or, alternatively, through underwriters, broker-dealers
         or agents. Such Registrable Securities may be sold in one or more
         transactions at fixed prices, at prevailing market prices at the time
         of sale, at varying prices determined at the time of sale, or at
         negotiated prices. Such sales may be effected in transactions (which
         may involve crosses or block transactions) (i) on any national
         securities exchange or quotation service on which the Registered
         Securities may be listed or quoted at the time of sale, (ii) in the
         over-the-counter market, (iii) in transactions otherwise than on such
         exchanges or services or in the over-the-counter market, or (iv)
         through the writing of options. In connection with sales of the
         Registrable Securities or otherwise, the Selling Securityholder may
         enter into hedging transactions with broker-dealers, which may in turn
         engage in short sales of the Registrable Securities in the course of
         hedging the positions they assume. The Selling Securityholder may also
         sell Registrable Securities short and deliver Registrable Securities to
         close out such short positions, or loan or pledge Registrable
         Securities to broker-dealers that in turn may sell such securities.

         State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the


                                       A-6
<Page>

transfer of its rights and obligations under this Notice and Questionnaire and
the Exchange and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

         (i)      To the Company:

                  PETCO Animal Supplies, Inc.
                  9125 Rehco Road
                  San Diego, California  92121
                  (858) 453-7845

         (ii)     With a copy to:

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  300 South Grand Avenue
                  Los Angeles, California  90071
                  Attention:  Nick Saggese
                  (213) 687-5000

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.


                                       A-7
<Page>

Dated:
        ---------------------------------------------


                  --------------------------------------------------------------
                  Selling Securityholder
                  (Print/type full legal name of beneficial owner of Registrable
                  Securities)


                  By:
                       ---------------------------------------------------------
                           Name:
                           Title:


                                       A-8
<Page>



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                         Skadden, Arps, Slate, Meagher & Flom LLP
                         300 South Grand Avenue
                         Los Angeles, California  90071
                         Attention:  Nick Saggese
                         (213) 687-5000


                                       A-9
<Page>




                                                                       Exhibit B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

U.S. Bank N.A.
PETCO Animal Supplies, Inc.
c/o U.S. Bank N.A.
Corporate Trust Administration
180 East Fifth Street
St. Paul, Minnesota  55101
Attention:  Corporate Trust Department

         Re:      PETCO Animal Supplies, Inc. (the "Company")
                  10.75% Senior Subordinated Notes due 2011


Dear Sirs:

Please be advised that ______________ has transferred $____________ aggregate
principal amount of the above-referenced Notes pursuant to an effective
Registration Statement on Form [___] (File No. 333-____ ) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [date] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:

                                 Very truly yours,

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

                                 By:
                                        ----------------------------------------
                                                       (Authorized Signature)


                                       F-1