Exhibit 10.24

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into effective as of this 29th day of
November, 2001, by and between PETCO Animal Supplies, Inc., a Delaware Corporation ("Company"), and Brian K. Devine, an individual
("Consultant").

RECITALS

WHEREAS, Consultant and Company are parties to that certain Employment Agreement dated as of March 17, 1996, as amended and restated as of
October 2, 2000 (the "Employment Agreement");

WHEREAS,
Section 13 of the Employment Agreement provides that upon termination of the Employment Agreement in accordance with its terms, other than a termination by Company for
Cause (as defined in the Employment Agreement) or for failure to meet certain minimum performance objectives or by Consultant without Good Reason (as defined in the Employment Agreement), Company and
Consultant shall be subject a consulting agreement containing the terms specified on Exhibit D to the Employment Agreement; and

WHEREAS,
once the Employment Agreement has been terminated in accordance with its terms, Company and Consultant desire that Consultant provide the services set forth under the terms of
this Agreement.

NOW
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

AGREEMENT

1.Consultant's Status.Consultant acknowledges that he is an independent contractor and is not an agent or
employee of Company, and has no authority to bind Company by contract or otherwise without the express written consent of the Chief Executive Officer or Chief Financial Officer of Company
("Company Representative"), or a designee, or a person having the same powers and authority of the Company Representative. Consultant also acknowledges
and warrants that he has the power to enter into this Agreement and that his entering into this Agreement is not prohibited or restricted by any law or regulation by which he is bound nor will it
cause a breach of any agreement which will or may have a material adverse effect on Company.

2.Term and Termination.The term of this Agreement ("Term")
shall be ten (10) years from the date of the termination of the Consultant's employment with the Company, except if such termination is (1) for Cause pursuant to Section 5(b)(ii)
of the Employment Agreement or (2) pursuant to Section 5(d)(2) of the Employment Agreement for the Employee's failure to meet the minimum performance objectives set forth in
Exhibit C to the Employment Agreement. This Agreement shall automatically terminate prior to the expiration of the Term upon the day after the death or Disability of Consultant. In the event of
such early termination, Company shall pay Consultant all amounts due and payable under Section 4 of this Agreement up to and including the day of Consultant's death or Disability, but shall
have no obligation to pay Consultant any compensation under this Agreement after such day. The provisions of Sections 5, 6, 7, 8, 9(a), 9(b) and 9(c) hereof shall survive the expiration or
termination of this Agreement.

For
purposes of this Agreement, "Disability" means an inability by Consultant to perform a substantial portion of Consultant's duties by
reason of physical or mental incapacity or disability for a total of one hundred and eighty (180) days or more in any consecutive period of three hundred and sixty-five
(365) days, as determined by the reasonable judgment of a physician selected by Consultant and reasonably acceptable to Company.

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3.Scope of Work and Other Activities.



4.Compensation.During the Term, unless the Agreement is earlier terminated pursuant to Section 2 above,
Consultant shall receive annual compensation equal to 25% of the greater of Consultant's annual base salary immediately prior to termination of employment with Company or base salary actually paid to
Consultant over the twelve months immediately prior to termination, payable in accordance with the Company's normal payroll practices and procedures, as sole and complete consideration for his
performance of Services under this Agreement. Any expenses incurred by Consultant in performing Services under this Agreement, other than (a) the actual cost of all telephone charges which may
be necessary in connection with Services provided by Consultant under this Agreement and (b) reasonable expenses incurred in connection with travel performed at the request of Company, shall be
the sole responsibility of Consultant. Expenses reimbursable under this Section 4 shall be invoiced by Consultant to Company on a monthly basis and Company shall pay such invoices within thirty
(30) days of receipt of the invoice.

Employment Taxes and Benefits.Consultant is solely responsible for taxes required to be paid with respect to his performance
of Services and the receipt of consideration under this Agreement, including, without limitation, United States federal, state and local income taxes, payroll taxes, social security, unemployment or
disability insurance, or similar items. Consultant will indemnify Company and hold it harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of
attorneys, relating to any obligation imposed by law on Company to pay any
withholding taxes, payroll taxes, social security, unemployment or disability insurance, or similar items in connection with consideration received by Consultant pursuant to this Agreement, whether
such obligations are imposed by the Internal Revenue Service or any other federal, state or local

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governmental authority. Other than the Supplemental Executive Retirement Program described in the Employment Agreement or as otherwise contemplated by the Employment Agreement, Consultant will not be
entitled to participate in any plans, arrangements, or distributions by Company pertaining to any bonus, profit sharing, insurance or similar benefits for Company's employees.

Non-Disclosure of Confidential and Proprietary Information.During the term of this Agreement, and in the course
of Consultant's performance hereunder, Consultant may receive and otherwise be exposed to Company's confidential and proprietary information. Consultant acknowledges the confidential and secret
character of such information, and agrees that such information is the sole, exclusive, and extremely valuable property of Company. Accordingly, Consultant agrees not to reproduce any such information
without Company's prior written consent and not to divulge all or any part of such information in any form to any third party, either during or after the term of this Agreement unless such information
(a) become generally available to the public other than as a result of a disclosure by Consultant, (b) was available to Consultant on a non-confidential basis prior to the
disclosure of such information or (c) became available to the Consultant on a non-confidential basis from a source other than the Company or its agents, advisors or representatives.
Upon the termination of this Agreement for any reason, including the expiration of the term, Consultant agrees to cease using and to return to Company all whole and partial copies and derivations of
such information; whether in Consultant's possession or under Consultant's direct or indirect control. Unless otherwise required by law or judicial process, Consultant agrees that Consultant and his
agents, representatives, employees or partners will not, either during or after the term of this Agreement, disclose the existence, subject matter or terms of this Agreement, unless prior written
consent to such disclosure is obtained from Company, which consent may be withheld at Company's reasonable discretion.

5.Indemnification by Consultant.Consultant shall indemnify Company and hold it harmless from and against any
and all claims, damages, losses and expenses, including court costs and reasonable fees and expenses of attorneys, arising out of or resulting from any action by a third party that is based on any
negligent act or omission or willful conduct of Consultant and which results in: (a) any bodily injury, sickness, disease or death; (b) any injury or destruction to tangible or
intangible property (including computer programs and data) or any loss of use resulting therefrom; or (c) any violation of any statute, ordinance, or regulation.

6.Limitation of Liability.IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGE OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF COMPANY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

7.Miscellaneous Provisions.



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If to Company:

If to Consultant:PETCO Animal Supplies, Inc.
Attention: Chief Executive Officer
9125 Rehco Road
San Diego, California 92121

Brian K. Devine
P.O. Box 1305
Rancho Santa Fe 92067-1305




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8.Advice of Counsel.EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE
OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE
CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

|COMPANY: |        | CONSULTANT:         
|-------- | ------ | --------------------
|By:      |        |                     
|         | Name:  | James M. Myers      
|         | Title: | Executive VP and CFO

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