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                                                                   EXHIBIT 10.38

               YAHOO! REMOTE MERCHANT INTEGRATION (RMI) AGREEMENT


THIS RMI AGREEMENT (the "Agreement") is made as of this February 3, 2000 (the
"Effective Date") between YAHOO! INC. ("Yahoo!"), a Delaware corporation, and
Pets.com, Inc. ("Merchant"), a Delaware corporation. In consideration of the
mutual promises contained herein, the parties agree as follows:

1.  MERCHANT PRODUCT INFORMATION. Merchant will provide to Yahoo! information
    relating to Merchant products in accordance with Yahoo!'s technical and
    formatting specifications. Such information will include without limitation
    a Merchant identifier, product name, product description, product price, URL
    for the Web page on the Merchant Site (as defined below) that features the
    product, URL for the Web page on the Merchant Site that contains the product
    image and, if applicable, any warranty notices or disclaimers, product
    availability, return information, sizes, colors, SKU numbers, Web pages and
    graphic files, including but not limited to graphical brand features of
    Merchant (collectively referred to as "Merchant Product Information").
    Merchant agrees to update all Merchant Product Information in accordance
    with Yahoo!'s technical and formatting specifications and in a timely
    manner, which will be no less frequent than updates to such information on
    the Merchant Site. Yahoo! will host Merchant Product Information on Yahoo!
    servers and include Merchant Product Information in Yahoo!'s U.S. based
    on-line shopping property (referred to as "Yahoo! Shopping" or the
    "Service") and will update the Merchant Product Information no less
    frequently than [*] every [*] business hours. Yahoo! is solely responsible
    for the design, layout, posting and maintenance of Yahoo! Shopping. Merchant
    will provide the Merchant Product Information to Yahoo! in accordance with
    the product categories/taxonomy for pet related products that Merchant uses
    on its web site.

2.  MERCHANT PAGES. Merchant will permit Yahoo! to download and display, via a
    "Proxy Server" or other means, Web pages from the Web site operated by or
    for Merchant (the "Merchant Site"), currently located at
    http://www.pets.com. Such pages, any portions thereof and any content
    therein, as modified and displayed by Yahoo! in accordance with this
    Agreement, are referred to as "Merchant Pages. "Merchant and Yahoo are
    simultaneously entering into an agreement for the placement of certain Ad
    Units of Merchant that will appear on Yahoo Shopping and link directly to
    the Merchant Pages.

3.  RESPONSIBILITIES AND RIGHTS WITH RESPECT TO MERCHANT PRODUCT INFORMATION AND
    MERCHANT PAGES. All Merchant Product Information and Merchant Pages will
    conform to Yahoo!'s technical and formatting specifications. Yahoo! reserves
    the right not to post or include any Merchant Product Information or
    Merchant Pages on any Yahoo! branded or co-branded property with reasonable
    notice to Merchant for any reason except in order to secure [*] agreement
    with another [*] merchant. In the event that Yahoo! becomes aware of a
    potential conflict involving any hypertext links or third party advertising
    included in the Merchant Pages, including but not limited to a violation of
    law or a conflict with Yahoo!'s advertising guidelines or preexisting
    contractual arrangements, Yahoo! will notify Merchant and may request that
    Merchant remove or replace such hypertext links or third party advertising
    on Merchant Pages. The foregoing only applies to Merchant Pages and does not
    affect operation of or any material on the Merchant Site.

4.  CUSTOMER ORDER INFORMATION.

    (a) ORDER PLACEMENT AND FULFILLMENT. Users of Yahoo! Shopping may search for
        and navigate to Merchant Product Information and Merchant Pages via
        Yahoo! Shopping pages designed and hosted by Yahoo!. Users of Yahoo!
        Shopping will order items to be purchased from Merchant via Merchant
        Pages. Check-out for orders also will be conducted on Merchant Pages
        (the "Check-out Pages"). Information relating to the purchase of
        Merchant products via the Service, including product name, product
        quantity, amount paid, user's proper name, shipping address, billing
        address, email address and credit card information ("Customer Order
        Information") will be transmitted to Merchant. Merchant will send
        Merchant's then-standard order confirmation email to each user via email
        within twenty-four (24) hours after Merchant receives the Customer Order
        Information. Merchant will be solely responsible for all products
        offered by Merchant on Yahoo! Shopping, including without limitation
        billing, shipping and fulfillment of goods, returns and customer service
        and for any acts or omissions that occur in connection with such product
        offerings. During the Term (as defined below), if Merchant intends to
        modify the Check-out Pages or otherwise redesign the Merchant Site,
        Merchant will provide Yahoo! with (i) at least [*] business days written
        notice prior to implementing such modification or redesign and (ii)
        reasonable technical assistance, as Yahoo! may reasonably request, to
        ensure that the Service will be uninterrupted.

    (b) PRIVACY AND CONSUMER PROTECTION. Each party agrees to implement adequate
        security protections to ensure the privacy of Customer Order
        Information. Each party further agrees (i) to post a privacy policy on
        its web site that, at a minimum, discloses any and all uses of personal
        information collected from users by such party, including but not
        limited to any uses of personal information collected during a
        transaction that is cancelled or otherwise not completed by the user;
        (ii) to place a prominent notice on any Check-out Pages on which such
        party collects personal information from users that such information is
        being collected; (iii) to provide a hypertext link on all Check-out
        Pages to such party's privacy

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        policy; and (iv) to use Customer Order Information only as expressly
        permitted by such party's privacy policy. If a user requests, or if
        Yahoo! conveys such request on behalf of the user, that Merchant remove
        personal information relating to any user from Merchant's database and
        other records, Merchant agrees to remove such information promptly from
        its database or other records.

5.  INFORMATION MAINTAINED BY YAHOO! AND RELEVANT TO THE TRANSACTION. In the
    event that a registered Yahoo! user places an order for a Merchant product
    via the Service, Yahoo! already may maintain information about the user in
    Yahoo!'s proprietary databases that is relevant to the transaction,
    including but not limited to that user's proper name, shipping address,
    billing address, email address and credit card information. Merchant
    acknowledges that Yahoo! may give registered Yahoo! users the option to have
    certain input fields on Check-out Pages that request Customer Order
    Information "populated" with applicable information about that registered
    Yahoo! user from Yahoo!'s proprietary databases. For clarity, the parties
    understand that such "population" by Yahoo! will not affect Merchant's
    ownership of Customer Order Information, as set forth in Section 7(c), and
    will not transfer, impair or otherwise limit Yahoo!'s rights in the
    "populated" information.

6.  REGISTRATION OF UNREGISTERED YAHOO! USERS WHO PURCHASE FROM MERCHANT VIA THE
    SERVICE. Merchant agrees that users who are not registered with Yahoo! may
    be given the opportunity, but will not be required, to register with Yahoo!
    before completing a discrete transaction with Merchant via the Service.

7.  MERCHANT LICENSES TO YAHOO!.

    (a) MERCHANT PRODUCT INFORMATION. Merchant hereby grants to Yahoo! a
        worldwide, non-exclusive license to use, display, modify, make
        derivative works from, reproduce and distribute Merchant Product
        Information and any portions thereof and any derivative works therefrom
        during the Term solely for the purpose of providing features of the
        Service, including without limitation the right to incorporate Merchant
        Product Information into a database and the right to display in any
        manner the results of search queries and comparisons conducted by users
        of the Service. Notwithstanding the foregoing, (i) Yahoo! may modify and
        create derivative works from Merchant Product Information only to the
        extent reasonably necessary to fit the format of the Service or to
        provide features to end users of the Service and (ii) Yahoo! shall not
        make available to any third party a downloadable or printable database
        of Merchant Product Information except in the context of search services
        made available to end users on the Service. Merchant also grants to
        Yahoo! (i) the right to maintain such Merchant Product Information on
        Yahoo! servers during the Term; (ii) the right to authorize the
        downloading and printing of Merchant Product Information, or any portion
        thereof, by users provided that such downloading or printing is provided
        in the context of search services made available to end users on the
        Service; and (iii) subject to Merchant's prior approval, which will not
        be unreasonably withheld, the right to use Merchant Product Information
        solely for the purposes of promoting Merchant products, Yahoo! Shopping
        or Yahoo! generally.

    (b) MERCHANT PAGES. Merchant grants to Yahoo! a worldwide, non-exclusive
        license to use, display, modify, make derivative works from, reproduce
        and distribute Merchant Pages to end users via the Service during the
        Term solely for the purpose of making the Merchant Site available to end
        users per Section 2. Notwithstanding the foregoing, Yahoo! may modify
        and create derivative works from Merchant Pages only to the extent
        reasonably necessary to fit the format of the Service or to provide
        features of the Service. Without limiting the foregoing, notwithstanding
        anything to the contrary in this Agreement, Yahoo! shall not use,
        display, modify, make derivative works from, reproduce or distribute any
        editorial content appearing on the Merchant Site, except as part of the
        Merchant Site made available to end users via the Service. Merchant also
        grants to Yahoo! (i) the right to designate and display a Yahoo! URL for
        all Merchant Pages and (ii) with prior approval of Merchant, the right
        to redirect certain hypertext links on Merchant Pages to certain pages
        of the Service.

    (c) CUSTOMER ORDER INFORMATION. Merchant owns Customer Order Information and
        grants to Yahoo! a perpetual, worldwide, sublicensable, non-exclusive
        license to use Customer Order Information in aggregate form, such that
        Customer Order Information is not individually attributable to Merchant,
        for research, marketing or other promotional purposes.


8.  YAHOO! LICENSES TO MERCHANT. Yahoo! may provide Merchant with access to
    certain software owned by Yahoo! (the "Software") in order to, among other
    things, facilitate the transmission of Customer Order Information to
    Merchant. In the event that Yahoo! provides Merchant with access to
    Software, the terms that govern such access to, and use of, said Software
    will be mutually agreed upon by the parties.

9.  DISCLOSURE OF INFORMATION IN CONNECTION WITH MERCHANT. Merchant agrees that
    Yahoo! may disclose information related to Merchant, including but not
    limited to Customer Order Information, in the good faith belief that such
    action is reasonably


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    necessary: (a) to comply with the law or legal process or (b) to protect the
    rights of Yahoo! arising hereunder or otherwise arising under applicable
    law; provided, however, that for any disclosure under (b), Yahoo! will (i)
    provide Merchant with the opportunity to resolve the matter itself. Yahoo!
    will be entitled to disclose such information only if the matter is not
    resolved within ten (10) business days and Yahoo! determines, in good faith
    that disclosure is necessary and (ii) afford Merchant a reasonable
    opportunity to seek protective legal treatment of any such disclosure.
    Notwithstanding the foregoing, nothing in this section will impose a duty on
    Yahoo! to make any such disclosures. Merchant also acknowledges and agrees
    that Yahoo! may access information related to Merchant on Yahoo! servers
    during the Term as necessary to identify or resolve technical problems or
    respond to complaints about the Service.

10. PAYMENTS TO YAHOO!. Merchant will pay to Yahoo! [*] of Revenue received by
    Merchant. "Revenue" means the total net retail amount of sales, excluding
    shipping, handling, taxes and returns, from users that purchase Merchant
    products via the Service. Merchant will pay such Revenue share amounts [*]
    within [*] days of the end of each [*] and will accompany each payment with
    a written report certified by an officer of Merchant that includes (a) the
    total retail dollar amount of sales made via the Service and (b) the
    calculation of Revenue share due to Yahoo!. Merchant will maintain complete
    and accurate records in accordance with generally accepted methods of
    accounting for all such transactions and will allow Yahoo!, at its own
    expense, to direct an independent certified public accounting firm to
    inspect and audit such records during normal business hours with written
    notice to Merchant. In the event that any audit reveals an underpayment of
    more than [*] percent [*], Merchant will pay the reasonable cost of such
    audit. All fees are payable in U.S. dollars. Late payments will bear
    interest at the rate of one percent (1%) per month (or the highest rate
    permitted by law, if less). In the event of any failure by Merchant to make
    payment, Merchant will be responsible for all reasonable expenses (including
    attorneys' fees) incurred by Yahoo! in collecting such amounts.

11. TERM, TERMINATION AND MODIFICATION. This Agreement will become effective as
    of the Effective Date and will, unless sooner terminated as provided herein
    or as otherwise agreed, remain effective for a period of [*] commencing on
    March 1, 2000. No amendment to any provision of this Agreement will be
    effective unless in writing and signed by both parties. Upon termination,
    Yahoo! reserves the right to delete from its servers any and all information
    related to Merchant, including but not limited to Merchant Product
    Information. Sections 4(b), 7(c), 9, 10 (for payments accrued and unpaid
    during the Term and for any extensions of the Term), 11 and 13 through 15
    will survive termination or expiration of this Agreement.

12. Representations and Warranties.

    (a) BY MERCHANT. Merchant represents and warrants that it (i) has full power
        and authority under all relevant laws and regulations to offer, sell and
        distribute the products offered by it, including but not limited to
        holding all necessary licenses from all necessary jurisdictions to
        engage in the advertising and sale of such products, and (ii) will not
        engage in any activities: (A) that constitute or encourage a violation
        of any applicable law or regulation, including but not limited to the
        sale of illegal goods or the violation of export control or obscenity
        laws; (B) that infringe the rights of any third party, including but not
        limited to the intellectual property, business, contractual or fiduciary
        rights of others; and (C) that are in any way connected with the
        transmission of the unsolicited distribution of email or with any
        unethical marketing practices.

    (b) BY YAHOO!. Yahoo! represents and warrants that it (i) has full power and
        authority under all relevant laws and regulations to offer the Service
        and (ii) will not engage in any activities that are in any way connected
        with the transmission of the unsolicited distribution of email or with
        any unethical marketing practices.

13. INDEMNITY.

    (a) BY MERCHANT. Merchant agrees to indemnify and hold harmless Yahoo! and
        its parents, subsidiaries, affiliates, officers, directors,
        shareholders, employees and agents from any claim or demand, including
        reasonable attorneys' fees, made by any third party to the extent that
        such claim or demand is based on, or arises out of, (i) any products
        offered, distributed or sold by Merchant in connection with the Service;
        (ii) any mistake, error or omission made by Merchant, including but not
        limited to data corruption and/or wrongful disclosure of Customer Order
        Information; or (iii) any alleged violation of any rights of another,
        including but not limited to Merchant's use of any content, trademarks,
        service marks, trade names, copyrighted or patented material, or other
        intellectual property used by Merchant; provided, however, that in any
        such case: (A) Yahoo! provides Merchant with prompt notice of any such
        claim; (B) Yahoo! permits Merchant to assume and control the defense of
        such action, with counsel chosen by Merchant (who will be reasonably
        acceptable to Yahoo!); and (C) Merchant does not enter into any
        settlement or compromise of any such claim without Yahoo!'s prior
        written consent, which consent will not be unreasonably withheld. It is
        understood and agreed that Yahoo! will not be required to edit or review
        for accuracy or appropriateness any content provided by Merchant.

*CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
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    (b) BY YAHOO!. Yahoo! agrees to indemnify and hold harmless Merchant and its
        parents, subsidiaries, affiliates, officers, directors, shareholders,
        employees and agents from any claim or demand, including reasonable
        attorneys' fees, made by any third party to the extent that such claim
        or demand is based on, or arises out of, any infringement of the United
        States copyright, trademark or other proprietary right of a third party
        established under United States law that results from Yahoo!'s use of
        Yahoo! trademarks, service marks, logos or other distinctive Yahoo!
        brand features; provided, however, that in any such case: (i) Merchant
        provides Yahoo! with prompt notice of any such claim; (ii) Merchant
        permits Yahoo! to assume and control the defense of such action, with
        counsel chosen by Yahoo! (who will be reasonably acceptable to
        Merchant); and (iii) Yahoo! does not enter into any settlement or
        compromise of any such claim without Merchant's prior written consent,
        which consent will not be unreasonably withheld.

14. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY AND DAMAGES. THE
    SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT
    WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
    TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
    NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED
    TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED,
    TIMELY OR ERROR-FREE.


    EXCEPT FOR OBLIGATIONS UNDER SECTION 13, NEITHER PARTY NOR ITS PARENTS,
    SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND
    AGENTS WILL BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER,
    FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA,
    INTERRUPTION OF BUSINESS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR
    CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF THAT PARTY IS AWARE OF THE
    RISK OF SUCH DAMAGES. IN ADDITION, AND EXCEPT FOR OBLIGATIONS UNDER SECTION
    13, NEITHER PARTY WILL BE LIABLE UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES
    FOR ANY DAMAGES THAT RESULT IN ANY WAY FROM MERCHANT'S USE OR INABILITY TO
    USE THE SERVICE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN
    OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE
    SERVICE. FINALLY, EXCEPT FOR OBLIGATIONS UNDER SECTION 13, ONE PARTY'S
    LIABILITY TO THE OTHER WILL NOT, FOR ANY REASON, EXCEED [*] DOLLARS [*].

15. MISCELLANEOUS. Any and all press releases and other public announcements
    relating to this Agreement and/or the underlying transactions between Yahoo!
    and Merchant, including the method and timing of such announcements, must be
    approved in advance by the parties in writing. Each party reserves the right
    to withhold approval of any public announcement in its sole discretion. Any
    notices or communications will be by electronic mail or in writing and will
    be deemed delivered upon receipt to the party to whom such communication is
    directed. If to Yahoo!, such notices will be addressed to 3420 Central
    Expressway, Santa Clara, CA 95051. If to Merchant, such notices will be
    addressed to the electronic or mailing address specified on the signature
    page of this Agreement. The section headings in this Agreement are for
    convenience only and may not be relied upon to construe or otherwise
    interpret this Agreement. This Agreement constitutes the final, complete and
    exclusive statement of the agreement between the parties with respect to its
    subject matter and supersede all previous proposals. This Agreement and the
    relationship between Merchant and Yahoo! will be governed by the laws of the
    state of California without regard to its conflict of law provisions.
    Merchant and Yahoo! agree to submit to the personal and exclusive
    jurisdiction of the Superior Court of the State of California for the County
    of Santa Clara or the United States District Court for the Northern District
    of California. If any provision of this Agreement is found invalid or
    unenforceable, that provision will be enforced to the maximum extent
    permissible, and the other provisions of this Agreement will remain in full
    force. Neither party's failure to exercise or enforce any right or provision
    of this Agreement will constitute a waiver of such right or provision. Both
    parties agree that, regardless of any statute or law to the contrary, any
    claim or cause of action arising out of or related to use of the Service or
    this Agreement must be filed within [*] after such claim or cause
    of action arose, or be forever barred.


16. Each party will appoint in writing a person who will act as the primary
    point of contact for the other party with respect to this Agreement. Yahoo!
    shall make reasonable efforts to provide a staging environment where
    Merchant may test new versions of the Merchant Site and Merchant Pages for
    compatibility with the Yahoo Shopping technology before such new versions
    are made available to end users. Yahoo! shall make available to Merchant a
    technical contact to reasonably assist in the resolution of technical issues
    that may arise in connection with this Agreement.


                            [SIGNATURE PAGE FOLLOWS]


*CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first written above.

        YAHOO! INC.

By: /s/ Anil Singh                          By: /s/ Chris Deyo
   --------------------------------            ---------------------------------

Title: SVP                                  Title: President
      -----------------------------               ------------------------------


Address: 3420 Central Expressway            Address: 435 Brannan St.
        ---------------------------                 ----------------------------
         Santa Clara, CA 95051                       San Francisco, CA 94107
        ---------------------------                 ----------------------------


Telecopy:                                   Telecopy:
         --------------------------                  ---------------------------


E-mail:                                     E-mail:
       ----------------------------                -----------------------------

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                                    EXHIBIT A



   STANDARD TERMS AND CONDITIONS FOR YAHOO! ADVERTISING AND PROMOTION PROGRAMS


Thank you for advertising with Yahoo! Inc. ("Yahoo"). The following terms and
conditions (the "Standard Terms") together with the insertion order to which
these Standard Terms are attached (the "Insertion Order"), and Exhibits B
("Addendum to Standard Terms and Conditions for Yahoo! Advertising") and C ("FTC
Order") constitute the complete and entire expression of the agreement (the
"Agreement") between you (the "Advertiser") and Yahoo.

1. PLACEMENT OF AD UNITS. Yahoo agrees to place (or, if applicable, distribute)
the advertising units ("Ad Units") as provided in the Insertion Order. All Ad
Units shall comply with Yahoo's standard advertising specifications, including
those set forth at http://docs.yahoo.com/docs/advertising/. All such
specifications are subject to change in Yahoo's sole discretion. All Ad Units
shall be served by Yahoo and shall link directly to pages within Advertiser's
website indicated on the Insertion Order ("Advertiser Site"), unless otherwise
agreed to by Yahoo in writing. In the event of Advertiser's material breach of
the Agreement, Yahoo shall have the right to suspend performance of its
obligations under the Agreement and any other agreement between the parties,
until the breach is fully remedied.

2. TERMS OF PAYMENT. Advertiser agrees to pay Yahoo in accordance with the terms
and schedule set forth in Exhibit B. All payments are non-refundable and
non-creditable and shall be made by Advertiser via cashiers check per Exhibit B.
Amounts not paid on or before each due date shall bear interest at the rate of
one percent (1%) per month (or the highest rate permitted by law, if less).
Notwithstanding the foregoing, any failure by Advertiser to make payments as
specified in Exhibit B shall constitute a material breach of this Agreement.
Advertiser will be responsible for all reasonable expenses (including attorneys'
fees) incurred by Yahoo in collecting any overdue payments.

3. POSITIONING. Except as otherwise expressly provided in the Insertion Order,
the manner in which an Ad Unit is positioned within any Yahoo property shall be
at the sole discretion of Yahoo. Notwithstanding the foregoing, Yahoo may, at
its sole discretion, replace any keyword or category (or subcategory) within the
Insertion Order for mutually agreeable comparable inventory in the event that
(i) Yahoo believes such keyword, category or subcategory to be a trademark,
trade name, company name, product name or brand name belonging to or claimed by
a third party, or (ii) Yahoo modifies the Yahoo property to which such keyword,
category or subcategory relates. Further, Yahoo reserves the right, at any time,
to redesign or modify the organization, structure, specifications, "look and
feel," navigation, guidelines and other elements of any Yahoo property,
including those on which an Ad Unit is displayed or delivered, provided,
however, that Yahoo! will provide Advertiser mutually agreeable comparable
inventory in the event that Yahoo! modifies or replaces any category (or
subcategory) within the Insertion Order.

4. USAGE STATISTICS. Other than as expressly specified in the Insertion Order,
Yahoo makes no guarantees with respect to usage statistics, levels of
impressions, Page Views, Click-Throughs or other measure for any Ad Unit
(collectively, "Ad Unit Measurements"). "Click-Through" means a user selecting
or clicking on an Ad Unit as solely measured by Yahoo's advertising reporting
system. "Page View" means a user's request for a page on a Yahoo property.
Advertiser acknowledges that Ad Unit Measurement statistics provided by Yahoo
are the official, definitive measurements of Yahoo's performance on any such
delivery obligations. Yahoo! represents that the processes and technology used
to generate such statistics have been certified and audited by an independent
agency. No other measurements or usage statistics (including those of Advertiser
or any third party) shall be accepted by Yahoo. Advertiser understands that
multiple Ad Units on a page requested by a user's browser, could result in
multiple Ad Unit Measurements being generated. Yahoo! shall provide Advertiser
with access to daily usage reports which shall include the guaranteed
impressions by each area, and the delivered impressions and Click-Through rates
by each area and by each creative item.

5. TERM/TERMINATION. The term of the Agreement (the "Term") shall be as set
forth in the Insertion Order and neither party shall be under any obligation to
renew the Agreement upon expiration of the Term. Notwithstanding the foregoing,
the Agreement may be terminated at any time by either party immediately upon
written notice to the other party if the other party (i) becomes insolvent; (ii)
files a petition in bankruptcy; or (iii) makes an assignment for the benefit of
its creditors. In addition, the Agreement may be terminated by either party on
thirty (30) days written notice to the other party of such other party's
material breach of any of its obligations under the Agreement (ten (10) days in
the case of a failure to pay any fees), which breach is not remedied within such
notice period.

6. NO ASSIGNMENT OR RESALE OF AD SPACE. Advertiser may not resell, assign or
transfer any of its rights or obligations hereunder, and any attempt to resell,
assign or transfer such rights or obligations without Yahoo's prior written
approval shall be null and void and a material breach of the Agreement.
Notwithstanding the foregoing, either party may assign this Agreement to an
entity who acquires substantially all of the stock or assets of such party;
provided that written consent will be required in the event that the
non-assigning party reasonably determines that the assignee will not have
sufficient capital or assets to perform its obligations hereunder, or that the
assignee is a competitor of the non-assigning party. All terms and provisions of
the Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective permitted transferees, successors and assigns.

7. MAKE GOODS. In the event that Yahoo (i) fails to post an Ad Unit in
accordance with the Agreement, (ii) fails to deliver the number of total Ad Unit
Measurements specified in the Agreement (if any) substantially by area in the
Insertion Order by the end of the Term, or (iii) of any other failure, technical
or otherwise, of such Ad Unit to appear as provided in the Agreement, the sole
liability of Yahoo to Advertiser shall be limited to, at Yahoo's sole
discretion, (x) a pro rata refund of the advertising fee representing
undelivered or misdelivered Ad Unit Measurements, (y) placement of the Ad Unit
within a reasonable time in a mutually agreeable



<PAGE>   7
comparable position, or (z) extension of the Term until the total Ad Unit
Measurements are delivered. Notwithstanding the foregoing, Yahoo shall have no
liability for any failure or delay resulting from the failure or delay of
Advertiser in performing any of its obligations hereunder or any governmental
action, fire, flood, insurrection, earthquake, power failure, riot, explosion,
embargo, strikes whether legal or illegal, labor or material shortage,
transportation interruption of any kind, work slowdown or any other condition
beyond the control of Yahoo affecting production or delivery of the Ad Units in
any manner.

8. ADVERTISERS REPRESENTATIONS; INDEMNIFICATION. Ad Units are accepted upon the
representation that Advertiser has the right to publish the contents of the Ad
Unit without infringing the rights of any third party and without violating any
law or regulation. In consideration of Yahoo's posting of the Ad Units,
Advertiser agrees, at its own expense, to indemnify, defend and hold harmless
Yahoo, and its employees, representatives, agents and affiliates, against any
and all expenses and losses of any kind (including reasonable attorneys' fees
and costs) incurred by Yahoo in connection with any claims, administrative
proceedings or criminal investigations of any kind arising in any manner from
the Ad Unit and/or any material, product or service of Advertiser to which users
can link through the Ad Unit (including without limitation, any claim of
trademark, patent or copyright infringement, defamation, breach of
confidentiality, privacy violation, false or deceptive advertising or sales
practices) or a breach by Advertiser of any provision of the Agreement .

9. LIMITATION OF LIABILITY. EXCEPT AS PROVIDED IN SECTION 8, UNDER NO
CIRCUMSTANCES SHALL ADVERTISER, YAHOO OR ANY AFFILIATE OF EITHER PARTY BE LIABLE
TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR
EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, IN
ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR POSTING OF THE AD
UNIT(S), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. PROVISION OF ADVERTISING MATERIALS. Advertiser will provide all materials
for the Ad Unit in accordance with Yahoo's policies in effect from time to time,
including (without limitation) the manner of transmission to Yahoo and the
lead-time prior to posting of the Ad Unit. Notwithstanding anything to the
contrary in the Agreement, Yahoo shall have no obligation to post any Ad Unit
that is not in accordance with such policies. Advertiser hereby grants to Yahoo
a non-exclusive, worldwide, fully paid license to use, reproduce and display the
Ad Unit (and the contents, trademarks and brand features contained therein) in
accordance herewith.

11. RIGHT TO REJECT AD UNIT. All contents of Ad Units are subject to Yahoo's
reasonable approval. Yahoo reserves the right to reject or cancel any Ad
Unit,insertion order, URL link, space reservation or position commitment
(subject to Section 3), at any time, in its reasonable discretion (including the
belief by Yahoo that placement of an Ad Unit,URL link, etc., may subject Yahoo
to criminal or civil liability). Yahoo will give Advertiser written notice of
any such rejection and the reasons therefor and agrees to exercise such right
only in good faith and not in order to secure a contractual advantage with
another advertiser.

12. USER DATA. All information and data provided to Yahoo by users of the Yahoo
properties or otherwise collected by Yahoo relating to user activity on the
Yahoo properties shall be retained by and owned solely by Yahoo. All information
and data provided to Advertiser on the Advertiser Site or otherwise collected by
Advertiser relating to user activity on the Advertiser Site shall be retained by
and owned solely by Advertiser. Each party agrees to use such information only
as authorized by the user and shall not disclose, sell, license or otherwise
transfer any such user information to any third party or use the user
information for the transmission of "junk mail", "spam", or any other
unsolicited mass distribution of information. Advertiser shall ensure that all
information provided by users of the Advertiser Site is maintained, accessed and
transmitted in a secure environment and in compliance with its privacy policy
(which shall be posted prominently on any area in which personally identifiable
or financial information is collected). In the event the Insertion Order
contains a promotion where Yahoo will be sharing user information with
Advertiser, Advertiser represents and warrants that it has reviewed the FTC
Order set forth in Exhibit C (the "FTC Order") and will not engage in any
conduct that would cause Yahoo to violate the FTC Order. Further, Advertiser
agrees to follow and comply with all reasonable instructions and directions of
Yahoo to help ensure Yahoo's compliance with the FTC Order. Advertiser further
represents and warrants that (i) if any user requests or if Yahoo requests at
the request of any user that Advertiser remove any personally identifiable
information ("User Data") relating to such user from Advertiser's database and
other records, then Advertiser shall promptly remove such User Data from its
database and other records, and (ii) it will not (a) resell any User Data, or
(b) engage in any conduct which would cause Yahoo to violate the FTC Order.
Advertiser shall cooperate fully with Yahoo, and follow and comply with all
reasonable instructions and directions of Yahoo to ensure Yahoo's compliance
with the FTC Order. Advertiser agrees that the indemnification obligation set
forth in Section 8 above includes any and all losses or damages incurred by
Yahoo in connection with a breach by Advertiser of this Section 12.


13. LINK BACK. Advertiser shall place a "back to Yahoo" graphic link on the
first page of the Advertiser Site to which users click-through from any Ad Unit
that is an 88x31 merchant button with Advertiser's logo ("Merchant Button"). The
Yahoo graphic link shall (a) be placed on the Advertiser site in a manner
reasonably approved by Yahoo (and below the fold placement is permitted) (b)
contain the Yahoo name and logo as provided by Yahoo, (c) be no less than 88
pixels wide and 33 pixels high, and (d) directly link the user back to the page
designated by Yahoo on the Yahoo properties. Yahoo hereby grants to Advertiser a
non-exclusive, worldwide, fully paid license to use, reproduce and display the
Yahoo name and logo to indicate the location of the Yahoo graphic link as set
forth herein.


14. YAHOO COMPETITORS. In no event shall the [*] on the Advertiser Site to which
users click-through from any Merchant Button placed by Yahoo in connection with
this Agreement contain graphic or textual hyperlinks, promotion or advertising
banners relating to [*] or [*] similar to Yahoo (including, but not limited to,
[*].


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<PAGE>   8


15. PERFORMANCE REQUIREMENTS. The Advertiser Site shall comply with the scale,
speed and performance requirements mutually agreed upon by the parties and will
(i) handle no less than [*] simultaneous requests, (ii) have a minimum [*]%
uptime and maximum [*]% downtime (except for planned downtime which may be
required for system enhancements, upgrades and preventative maintenance), and
(iii) initiate data transfers within fewer than [*] seconds, on average, of
request. Advertiser will provide customer service support for all inquiries
regarding the products and services offered on the Advertiser Site. Advertiser
will provide, and publicize on the Advertiser Site, the following customer
service resources: (a) an 800/888 phone number as a dedicated customer service
line on the help pages of the Advertiser Site, (b) an email address and other
contact information, and (c) conspicuous information/guidelines on Advertiser's
refund policy. Without limitation, failure by Advertiser to substantially meet
any of these criteria for customer service will be a material breach of this
Agreement.

16. INSURANCE. Advertiser agrees that it will maintain insurance with a carrier
that is reasonably acceptable by Yahoo and with coverage for commercial general
liability and errors and omissions of at least [*] dollars per occurrence.
Advertiser will name Yahoo as an additional insured on such insurance and will
provide evidence of such insurance to Yahoo within ten (10) days of the
Effective Date. Such insurance policy shall not be cancelled or modified without
Yahoo's prior written consent, which shall not be unreasonably withheld.

17. MISCELLANEOUS. The Agreement (i) shall be governed by and construed in
accordance with, the laws of the State of California, without giving effect to
principles of conflicts of law; (ii) may be amended only by a written agreement
executed by an authorized representative of each party; and (iii) supersedes any
and all other agreements, whether written or oral, between the parties
pertaining to the subject matter hereof. Both parties consent to the
jurisdiction of the courts of the State of California with respect to any legal
proceeding arising in connection with the Agreement. No conditions other than
those set forth in the Agreement shall be binding on Yahoo unless expressly
agreed to in writing by Yahoo. In the event of any inconsistency between the
Insertion Order or the exhibits hereto and these Standard Terms, these Standard
Terms shall control.

18. CONFIDENTIALITY. The terms and conditions of the Agreement shall be
considered confidential and shall not be disclosed to any third parties except
to such party's accountants, attorneys, or except as otherwise required by law.
Advertiser shall make no public announcement (including, but not limited to,
through any press release) regarding the existence or content of the Agreement
without Yahoo's prior written approval, which may be withheld at Yahoo's sole
discretion. If the Agreement or any of its terms must be disclosed by either
party under any law, rule or regulation, each party shall (i) give written
notice of the intended disclosure to the other party at least five (5) days in
advance of the date of disclosure, (ii) redact portions of this Agreement to the
fullest extent permitted under any applicable laws, rules and regulations, and
(iii) submit a request, to be agreed upon by the requesting party, that such
portions and other provisions of this Agreement receive confidential treatment
under the laws, rules and regulations of the body or tribunal to which
disclosure is being made or otherwise be held in the strictest confidence to the
fullest extent permitted under the laws, rules or regulations of any other
applicable governing body.

19. THIRD PARTY AD SERVING. The parties agree that no third party may serve any
Ad Unit to any Yahoo property without the prior written consent of Yahoo, which
may be withheld for any reason or for no reason. If Yahoo has approved the use
by Advertiser of a third party ad server ("Third Party Server") in connection
with the Insertion Order, the following provisions shall apply: (i) The
Advertiser shall post each Ad Unit to a staging area and shall notify Yahoo of
such posting at least [*] business days prior to the date on which Third
Party Server is scheduled to serve such Ad Unit to a Yahoo property. Such Ad
Unit shall be reviewed and approved in writing by Yahoo before it can be served
by Third Party Server. In accordance with Sections 10 and 11 above, Yahoo
reserves the right to reject any Ad Unit or any element thereof, for any reason
in its sole discretion. (ii) The Advertiser shall post all scheduling changes,
new target URLs, new HTML specifications, new graphics and all other new or
revised Ad Units ("Revisions") to a staging area and shall notify Yahoo of such
posting at least [*] business days prior to the time at which Advertiser wishes
such Revisions to take effect. Revisions shall not be implemented until approved
by Yahoo in writing, which approval may be withheld at Yahoo's sole discretion.
(iii) If Advertiser discovers that an Ad Unit has been served to a Yahoo
property (by Advertiser, Third Party Server or otherwise) in violation of the
Agreement, Advertiser shall immediately notify Yahoo of the violation (along
with a written explanation) and remove the Ad Unit from its placement or
rotation on the Yahoo properties. Nothing in this Section 17 shall limit any of
Yahoo's rights or remedies in the event of such breach.



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<PAGE>   9


(iv) In the event Yahoo exercises its right to cancel an Ad Unit in accordance
with these Standard Terms, Yahoo shall notify Advertiser in writing. The
Advertiser must cause the Ad Unit to be removed from the Yahoo properties and
from its advertising rotation no later than [*] after written notification by
Yahoo.



        These Standard Terms and this Agreement have been executed by the duly
authorized representatives of the parties, and are effective as of 2/3/00.

YAHOO! INC.                                 ADVERTISER

                                            Company: pets.com
                                                    ----------------------------

By: /s/ Anil Singh                          By: /s/ Chris Deyo
   --------------------------------            ---------------------------------

Name: Anil Singh                            Name: Chris Deyo
     ------------------------------              -------------------------------


Title: SVP                                  Title: President
      -----------------------------               ------------------------------


Attn:  Senior VP Sales                      Attn:
3420 Central Expressway
Santa Clara, CA 95051
Tel.:  (408) 731-3300                       Tel: 415-222-9999
Fax:  (408) 731-3302                        Fax: 415-222-9998
e-mail:                                     e-mail:



*CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




<PAGE>   10

                                   EXHIBIT B

                                   ADDENDUM TO
                          STANDARD TERMS AND CONDITIONS
                             FOR YAHOO! ADVERTISING

        This Addendum (the "Addendum") is entered into as of February 3, 2000
(the "Effective Date") between Yahoo! Inc., a Delaware corporation ("Yahoo") and
Pets.com Inc., a Delaware corporation ("Pets.com") and amends the Standard
Terms and Conditions for Yahoo! Advertising that Pets.com agreed to as part of
Insertion Order No. 90983 (the "Insertion Order").

        For good and valuable consideration, the receipt of which is hereby
acknowledged, Yahoo and Pets.com hereby agree to add the following additional
provisions to the Insertion Order Standard Terms as follows:

20. Limited Exclusivity. For a term of [*] (commencing on [*] and continuing
until [*]), Yahoo agrees that it will not place any paid advertisements or
promotions on the [*] page of [*] (currently located at http://[*]) for the
online sale of pet products by any of the following companies (hereinafter
referred to as "Pets.com Competitors"): [*]. Pets.com acknowledges and agrees
that, under no circumstances shall anything in this Section 12 be deemed to
restrict in any manner Yahoo's ability to (a) integrate any editorial content in
any Yahoo Property; provided that (1) prior to integrating any pet-related
content from a third party on the [*] page of [*], Yahoo agrees to first request
such pet-related content from Pets.com and (2) if pet-related content is
provided by a Pets.com Competitor, such content will not be branded with a
graphic of the Pets.com Competitor but may be branded with a text only link, or
(b) conduct its normal course of business with Pets.com Competitors (subject to
the limitations expressly set forth herein) on any Yahoo Property. In the event
Yahoo, in its sole discretion, decides to extend the limited exclusivity set
forth above [*], Pets.com shall have a [*] for such program. Yahoo will provide
Pets.com with a written description of the terms and requirements for the
extension of such program. If Pets.com declines to commence negotiations with
Yahoo regarding the opportunity described in the notice within ten (10) days
after receiving such written notice from Yahoo, or if the parties fail to reach
agreement within ten (10) days following the commencement of good faith
negotiations (or such later date as is agreed to by the parties), Yahoo may
offer the opportunity to any third party.


21. Yahoo agrees to use reasonable commercial efforts to present to Pets.com new
advertising opportunities on any new Yahoo property (a) that is dedicated to
pets and pet related content, (b) that is solely developed and branded by Yahoo
and (c) where Yahoo controls the hosting, serving and placement of advertising.

22. Payments. In consideration of Yahoo's performance and obligations as set
forth in the Insertion Order, Pets.com will compensate Yahoo in an amount equal
to [*]. Pets.com will pay such fees to Yahoo on or before the dates set forth in
the schedule below. The first payment of [*] is designated as a non-refundable
and non-creditable set up fee for design, setup and consultation of the
advertisement placements set forth in the Insertion Order. Pets.com and Yahoo
are also entering into an RMI Agreement for the incorporation of the Pets.com
web site into Yahoo Shopping (the "RMI Agreement"). Pets.com shall pay to Yahoo
the fees set forth in the RMI Agreement according to its terms (in addition to
the fees set forth herein).

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<PAGE>   11


<TABLE>
<CAPTION>
               Payment                             Date
               --------                            ----
<S>                                                <C>
               [*]                                 [*]
               [*]                                 [*]
               [*]                                 [*]
               [*]                                 [*]
               [*]                                 [*]
               [*]                                 [*]
</TABLE>

23. Payment Terms. All payments herein are non-refundable (except as expressly
set forth in Section 7 of the Insertion Order Standard Terms) and non-creditable
and will be made via cashier check. Yahoo will provide Pets.com with an invoice
for each payment. In the event that Yahoo is unable to activate the Ad Units
described in the Insertion Order on or before March 1, 2000 due to any failure
of Pets.com, including but not limited to Pets.com's failure to provide Yahoo
with the materials to make the Ad Units available on or before February 25, 2000
or Pets.com's failure to comply with the performance requirements set forth in
Section 15 of the Insertion Order Standard Terms, all payments made or due
hereunder will be converted to a non-refundable, non-creditable holding fee for
making the advertising inventory available to Pets.com.

24. Confidentiality. Except as otherwise set forth herein, each of the parties
shall use at least the same degree of care which it uses to prevent the
disclosure of its own confidential information of like importance to prevent the
disclosure of Confidential Information disclosed to it by the other party under
this Agreement, which in no event will be less than a reasonable degree of care
to protect the Confidential Information of the other party. Each party shall
promptly notify the other party of any actual or suspected misuse or
unauthorized disclosure of such other party's Confidential Information. As used
herein, "Confidential Information" means any information disclosed by one party
to another pursuant to this Agreement which is marked as confidential or
proprietary, or, if disclosed orally, is designated as confidential at the time
of disclosure and confirmed in a writing to the recipient within thirty (30)
days of such disclosure. Notwithstanding the above, neither party shall have
liability to the other party with regard to any Confidential Information of such
other party which the receiving party can demonstrate (i) was in the public
domain at the time it was disclosed or has entered the public domain through no
fault of the receiving party; (ii) was known to the receiving party, at the time
of disclosure; (iii) was disclosed with the prior written approval of the
disclosing party; (iv) was independently developed by the receiving party
without any use of the Confidential Information of the other party; (v) became
known to the receiving party from a source other than the disclosing party
without breach of this Agreement by the receiving party and otherwise not in
violation of the disclosing party's rights; (vi) has been disclosed to third
parties by the disclosing party without restrictions similar to those contained
in this Agreement; or (vii) is disclosed pursuant to the order or requirement of
a court, administrative agency, or other governmental body; provided, however,
that the receiving party shall provide prompt written notice thereof to the
disclosing party to enable the disclosing party to seek a protective order or
otherwise prevent or restrict such disclosure.



This Addendum has been executed by the duly authorized representatives of the
parties, effective as of the Effective Date.



YAHOO! INC.                                 PETS.COM, INC.
By: /s/ Anil Singh                          By: /s/ Chris Deyo
   --------------------------------            ---------------------------------


Name: Anil Singh                            Name: Chris Deyo
     ------------------------------              -------------------------------

*CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
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<PAGE>   12


Title: SVP                                  Title: President
      -----------------------------               ------------------------------

                                            Attn: Bonnie Neulight
                                                 -------------------------------

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

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

                                            Tel: 415-222-9999
                                                --------------------------------

                                            Fax: 415-222-9998
                                                --------------------------------

                                            e-mail:
                                                   -----------------------------