PETS.COM, INC.



                          REGISTRATION RIGHTS AGREEMENT





        This Registration Rights Agreement (the "Agreement") is made as of the

13th day of July, 2000, by and among Pets.com, Inc., a Delaware corporation (the

"Company") and Petstore.com, Inc., a Delaware corporation ("Holder").



                                    RECITALS



        The Company, Holder and P-Sub Corporation, a Delaware corporation and

wholly owned subsidiary of the Company, have entered into an Asset Purchase

Agreement (the "Purchase Agreement") dated as of June 12, 2000 pursuant to which

P-Sub Corporation desires to purchase from Holder, and Holder desires to sell to

P-Sub Corporation, certain assets, properties and businesses of Holder (the

"Assets") in exchange for 5,243,752 of the Company's shares of Common Stock,

$0.00125 par value (the "Shares"). A condition to Holder's obligations under the

Purchase Agreement is that the Company and Holder enter into this Agreement in

order to provide Holder with certain rights to register the Shares. The Company

desires to induce Holder to sell the Assets pursuant to the Purchase Agreement

by agreeing to the terms and conditions set forth herein.



                                    AGREEMENT



        In consideration of the mutual promises and covenants hereinafter set

forth, and for certain other valuable considerations, the receipt of which is

hereby acknowledged, the parties hereby agree as follows:



        1.     DEFINITIONS.



               (a) The terms "register," "registered," and "registration" refer

to a registration effected by preparing and filing a registration statement or

similar document in compliance with the Securities Act of 1933, as amended (the

"Securities Act"), and the declaration or ordering of effectiveness of such

registration statement or document;



               (b) The term "Registrable Securities" means the Shares.

Notwithstanding the foregoing, the Shares shall only be treated as Registrable

Securities if and so long as they have not been (A) sold to or through a broker

or dealer or underwriter in a public distribution or a public securities

transaction, or (B) sold in a transaction exempt from the registration and

prospectus delivery requirements of the Securities Act under Section 4(1)

thereof so that all transfer restrictions, and restrictive legends with respect

thereto, if any, are removed upon the consummation of such sale;



               (c) The term "Form S-3" means such form under the Securities Act

as in effect on the date hereof or any successor form that permits significant

incorporation by reference







                                      -1-

<PAGE>   2



of a company's filings under the Securities Exchange Act of 1934, as amended

(the "Exchange Act");



               (d) The term "SEC" means the Securities and Exchange Commission;

and



               (e) The term "Affiliate" means, with respect to a specified

entity, any other entity directly or indirectly controlling or controlled by or

under direct or indirect common control with such specified entity. For purposes

of this definition, "control" when used with respect to any specified entity

means the power to direct the management and policies of such entity, whether

through the ownership of voting securities, by contract or otherwise; and the

terms "controlling" and "controlled" have meanings correlative to the foregoing.



        2. FORM S-3 REGISTRATION. In case the Company shall receive from Holder

written notice (the "Notice") providing a detailed description of an intended

transaction through which Holder intends to sell or distribute all or a part of

the Registrable Securities together with a written request that the Company

effect a registration on Form S-3 and any related qualification or compliance

with respect to all or a part of the Registrable Securities owned by Holder at

any time after the first anniversary of the Closing (as defined in the Purchase

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