EXHIBIT 10.15


                           IBM CREDIT CORPORATION
                    INSTALLMENT PAYMENT MASTER AGREEMENT


Thank you for doing business with us.  We are committed to providing you 
with the highest quality financial offerings.  If, at any time, you have 
any questions or problems, please let us know.

This Installment Payment Master Agreement (called the "Agreement") covers 
the terms and conditions under which we finance various charges.

This Agreement has four parts:

                     Part 1 - Definitions;
                     Part 2 - Our Offerings;
                     Part 3 - Payment; and
                     Part 4 - General.

The specific amount financed, the interest rate charged, and the period 
over which the amount is financed are together referred to as an 
Installment Payment Transaction (called the "Transaction").  Each 
Transaction is listed as a separate line item on a Supplement to this 
Agreement.  A Supplement may contain additional terms for its Transactions.  
You agree to those terms by signing the Supplement.  Each Transaction is 
contingent upon a review of your credit by us.

This Agreement and its applicable Supplements are the complete agreement 
regarding the Transactions and replace any prior oral or written 
communications between both parties.

By signing below, both parties agree to the terms of  this Agreement. Once 
signed, any reproduction of this Agreement or a Supplement made by reliable 
means (for example, photocopy or facsimile) is considered an original.



Agreed to:                            Agreed to:
Petco Animal Supplies Inc             IBM Credit Corporation
                                      Stamford, Connecticut 06904-2399

By  /s/James M. Myers                 By
  ------------------------               ---------------------------
  Authorized Signature                   Authorized Signature

Name (type or print): James M. Myers  Name (type or print):

Date:  9/15/98                        Date:

Customer number: 7083749              Agreement number: 7116026

                                      IBM Office number: PAH

Customer Address:                     IBM Office address:
9125 Rehco Rd.                        4800 FALLS OF THE NEUSE RD
San Diego,      CA   92121-2270       RALEIGH         NC 27609-5491
   



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                           IBM CREDIT CORPORATION
                    INSTALLMENT PAYMENT MASTER AGREEMENT

Part I - Definitions

1.1    Definitions

Addition is any Machine or Program associated with a Machine previously 
financed under this Agreement.
                    
Customer-set-up Machine is an IBM Machine that you set up according to IBM 
instructions.

Date of Installation is the following:

                     1.  for a Machine -
                         a. the business day after the day IBM installs it
                            or, if you defer installation, makes it
                            available to you for installation; or
                         b. the second business day after the end of the
                            standard transit allowance period for a
                            Customer-set-up Machine or a non-IBM Machine.

                     2.  for a Program, the latest of -
                         a.   the day after its testing period ends;
                         b.   10 days after IBM ships it; or
                         c.   the day you are authorized to make an
                              Additional License Copy or a copy of a
                              Distributed Feature.

Machine  is a machine, its features, conversions, upgrades, elements, or 
accessories, or any combination of them.  We use the terms "IBM Machine" 
and "non-IBM Machine" if applicable.
                     
Modification is any IBM field installable upgrade, feature or accessory 
added to any Machine.

Planning Date is the date stated in the Supplement that financing for each 
Transaction is scheduled to begin.  For a Machine, it is the estimated date 
the Machine will be put into service.  For a Program, it is the estimated 
Date of Installation.  For all other financed charges, it is the date you 
choose for the financing to begin.

Product is a Machine or a Program.

Program is all the following, including features and any whole or partial 
copies:
                     1.  machine-readable instructions;
                     2.  a collection of machine-readable data, such as a
                         data base; and
                     3.  related materials, including documentation and
                         listings, in any form.
                     
Service is assistance or use of a resource (such as a network).

Term is the number of payment periods stated in the Supplement.  The Term 
of a Transaction begins on the date interest starts.  It ends on the last 
day of the last payment period.  If you prepay a Transaction, its Term ends 
when you complete the prepayment.
                     
You and Your refer to you, the Customer. You must be a commercial business.

We, Us and Our refer to:
                     1.  IBM Credit Corporation (IBM Credit), a wholly
                         owned subsidiary of International Business
                         Machines Corporation (IBM)-
                     2.  a partnership in which IBM Credit is a partner, or
                     3.  a business enterprise for which IBM Credit is an
                         agent.

IBM Credit will remain as the active manager for all matters under this 
Agreement.





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                           IBM CREDIT CORPORATION
                    INSTALLMENT PAYMENT MASTER AGREEMENT 

Part 2 - Our Offerings

2.1   Machines

We finance charges for Machines you purchase from IBM or us.  For a Machine 
we finance, you agree to:

                    1.   keep the Machine free from encumbrances of any
                         kind, except those established by us
                         under this Agreement, or by you with our prior
                         written consent;
                    2.   promptly pay all taxes, interest, and other
                         charges associated with the Machine, excluding
                         taxes based on our net income; and
                    3.   keep the Machine in good operating condition.

2.2 Modifications and Additions

We finance charges for Modifications and Additions you purchase from IBM or 
us.  For Modifications and Additions we finance, you agree to:

                    1.   ensure that the Machine with which the
                         Modifications and Additions will be associated is
                         free from encumbrances of any kind, except those
                         established by us under this Agreement;
                         and
                    2.   keep modified Machines and Additions to them in
                         accordance with the requirements of
                         Section 2.1.
                    
We may offer to refinance a Machine when we finance a Modification to it. 
Changes to the Annual Interest Rate, Payment Amount, and Term will then be 
specified in a new Supplement.

2.3   Other Charges

We finance one-time charges for IBM Programs and Services.  Your obligation 
to make payments is not affected by the termination of any Service or 
license for a Program, unless such termination occurs before the date 
interest starts.
                    
We may agree to finance other one-time charges associated with the 
installation of-IBM Products.

2.4   Discounts, Allowances and Adjustments

The purchase price or one-time charge we finance is the same amount that 
you would have paid IBM or us after all discounts and adjustments.  If this 
amount changes after you sign the Supplement and before the date interest 
starts, we will adjust the Supplement accordingly and notify you.




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                           IBM CREDIT CORPORATION
                    INSTALLMENT PAYMENT MASTER AGREEMENT 

Part 3 - Payment

3.1   Your Obligation to Pay

You will pay all amounts specified in the Supplement.  Payment will be made 
through the IBM Branch Office unless we notify you otherwise.

Your obligation to pay will continue regardless of any dispute you may have 
with respect to the financed Products or Services.

3.2 Interest Commencement

Unless otherwise specified in the Supplement, interest starts on:
                    1.  the date that payment of the purchase price or one
                        time charge is due for Products and
                        Services; or
                    2.  the date we provide you the funding for all other
                        charges.

3.3   Invoicing

Payment Amounts for monthly payment periods are invoiced as of the first 
day of each calendar  month and are due on the first day of the following 
month.  When the interest commencement date is not the first day of the 
calendar month or when the initial Term will not expire on the last day of 
the calendar month, the applicable Payment Amount will be prorated on the 
basis of a 30-day month.  In these cases, the number of invoices will
exceed the number of payment periods specified in the Supplement.
                    
Payment Amounts for all other payment periods (for example, annual) are 
invoiced 30 calendar days before the end of their payment period and are 
due on the day following the close of the respective payment period.

3.4   Rate Protection

The Supplement states a Planning Date for each Transaction, and one Quote 
Validity Date for all Transaction rates on the Supplement.  These rates are 
not subject to change provided that:
                  
                    1.  the Supplement is signed and returned to us by the
                        Quote Validity Date; and
                    2.  the Product is installed within the same calendar
                        month as its Planning Date.
              
3.5   Prepayment

We will not charge any loan origination fees.  If you decide to prepay a 
Transaction, you agree to pay us a prepayment fee for our unrecovered 
administrative expense and changes in funding costs.  The Supplement 
describes how the prepayment fee is determined.  You may prepay any 
Transaction by paying all outstanding amounts due plus the remaining 
principal balance and any prepayment fee.  If you prepay a Transaction for 
a Machine, you must also prepay any Transaction for related non-IBM 
charges.

3.6   Delinquent Payments

If you do not make a payment by its due date, you agree to pay us, on 
demand, an additional 2% per month late charge or the maximum allowed by 
law, whichever is less.  The late charge will accrue on a cumulative basis 
until the outstanding payments and late charges are paid.




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                           IBM CREDIT CORPORATION
                    INSTALLMENT PAYMENT MASTER AGREEMENT 


Part 4 - General

4.1     Events of Default

You will be in default if:

                      1.  you do not pay any amount within seven days after
                          its due date;
                      2.  you fail to maintain insurance as required under
                          this Agreement;
                      3.  you make any misrepresentation in a credit
                          application you give us;
                      4.  you make an assignment for the benefit of
                          creditors, or you consent to the appointment of
                          a trustee or receiver, or either is appointed for
                          you or for a substantial part of your property
                          without your consent;
                      5.  any petition or proceeding is filed by or against
                          you under any bankruptcy, insolvency, or
                          similar law;
                      6.  you breach any other provision of this Agreement
                          and that breach continues for fifteen
                          days after you receive written notice from us; or
                      7.  you make a bulk transfer subject to the
                          provisions of the Uniform Commercial Code or
                          otherwise dispose of substantial assets without
                          receiving equivalent value.

4.2     Remedies

If you are in default, we may do one or more of the following:

                      1.  declare the Transaction and all associated
                          Transactions to be in default;
                      2.  recover from you all amounts that are or will be
                          due;
                      3.  repossess or render unusable any or all Machines,
                          Modifications, or Additions without
                          demand, notice, court order, or other process,
                          and retain all payments made as partial
                          compensation for their use and depreciation;
                      4.  require you, at your expense, to assemble and
                          ship any Machine, Modification, or
                          Addition to a location we specify-, and
                      5.  recover from you reasonable attorney's fees and
                          legal expenses incurred in exercising any
                          of our rights under this Agreement.

If we repossess a Modification, it is your responsibility to restore the, 
remaining Machine to good working order.  We have no liability for costs or 
damages caused by the removal of such Modification or by your failure to 
fulfill your responsibilities.

Upon repossession or return of a Machine, Modification or Addition, we will 
dispose of it in a commercially reasonable manner.  After deducting our 
expenses for the repossession and disposition, we will apply the net 
proceeds toward the amounts due.  You will pay us any deficiency between 
the net proceeds and the unpaid amounts due.  We will pay to you any
excess net proceeds.

We may pursue any other remedy available at law or in equity.

4.3    Security Interest

We reserve a purchase money security interest in each Machine we finance, 
its substitutions, replacements, accessions, Modifications, Additions and 
any associated proceeds until we receive all amounts due.  You will 
cooperate with us to perfect our security interest.

You authorize us to act as your agent and attorney-in-fact for the limited 
purpose of preparing executing in your name, and filing on your behalf, 
financing statements or other document covering Machines, Modifications, 
and Additions financed -by us.

Each Machine must be kept at the location specified in this Agreement, 
where we may inspect it at any reasonable time.  Each Machine will remain 
personal property, and will not become a fixture to real property.  Until 
your financial obligation on a Transaction is satisfied, you may not modify 
or otherwise dispose of the Machine, Modification, or Addition, in whole or 
in part, without our prior written consent.





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                           IBM CREDIT CORPORATION
                ADDENDUM INSTALLMENT PAYMENT MASTER AGREEMENT 
                          Supplement No. ID0014924 
                          Addendum No. Q01638873-03                            
                              October 1, 1998

We and PETCO ANIMAL SUPPLIES INC      (You) agree that for the purposes of
the referenced Supplement only, the Installment Payment Master
Agreement between the parties is hereby modified as follows:

In the Introductory Section, in line 13 after "item" add "which
represents the Financing of all of the Machines, identified by
model and type and the related items as described in such line
item."

In Section 2.2 Modifications and Additions, delete the last two
sentences.

In Section 3.5 Prepayment, delete the last sentence and replace
with "If you prepay any Transaction specified on the Supplement as
Option I, you must also prepay any Transaction specified on the
Supplement as Option T."

In Section 4.2 Remedies in line 1, delete "associated".

In Section 4.3 Security Interest at the beginning of the Section
add the following new paragraph:

Lessee grants to Lessor a security interest in all of Lessee's
right, title and interest in and to, whether now owned or
hereafter acquired or existing, the following (Collateral): (a)
all equipment financed hereunder and specified on the invoices
attached to the Supplement, all parts thereof, accessions thereto
and documents therefor (including all hardware and all other
information processing equipment of every type and description)
(Machines) and, all proceeds of all of the foregoing Collateral
and, to the extent not otherwise included, all payments under
insurance or and indemnity, warranty or guaranty, payable by
reason of loss or damage to or otherwise with respect to any of
the foregoing Collateral.

In Section 4.4 Insurance, in line 5 delete "If a Machine,
Modification or Additions suffers a Loss" and replace with "In the
event Machine Losses suffered under each Transaction represent
more than 5% of the total number of Machines that comprise such
Transaction."



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In Section 4.5 Assignment and Relocation, in line 2 delete
"relocate". - in line 3 after consent, add the following new
sentence: "With prompt notification, you may relocate any Machine
under each Transaction provided the number of Machines relocated
under each Transaction does not represent more than 5% of the
total number of Machines that comprise such Transaction.  Any
relocation of Machines which will cause the total number of
Machines relocated to exceed 5% of the total number of Machines
that comprise such Transaction, requires our prior written consent."


Prepared by: D DRIVER

Accepted by:
IBM Credit Corporation                      PETCO ANIMAL SUPPLIES INC


By /s/ Dorothy O. Brown                     By /s/ John D. Morberg
   ---------------------------                 ----------------------------
   Authorized Signature                        Authorized Signature


   Dorothy O. Brown  11/12/98                  John D. Morberg  
   ---------------------------                 ----------------------------
   Name (Type or Print)   Date                 Name (Type or Print)   Date