SECURITIES PURCHASE AGREEMENT





        THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made and entered

into as of June 12, 2000, by and between Pets.com, Inc., a Delaware corporation

(the "Company"), and Discovery.com, Inc., a Delaware corporation ("Purchaser").





                                    RECITALS:



        WHEREAS, the Company, P-Sub Corporation, the Company's wholly owned

subsidiary (the "Subsidiary") and PetStore.com, Inc., a Delaware corporation

("PetStore") have entered into a certain asset purchase agreement dated June 12,

2000 (the "Asset Purchase Agreement") providing for the sale to the Subsidiary

of certain of the assets of PetStore (the "Transaction"); and



        WHEREAS, in addition, the Purchaser has agreed to invest $3,000,000 in

the Company.



        NOW, THEREFORE, in consideration of the premises and of the mutual

covenants contained herein, the parties hereto, intending to be legally bound,

hereby agree as follows.



1.      Authorization and Sale of Shares.



        1.1 Authorization of the Shares. On or before the Closing Date (as

defined in Section 2.2 below), the Company will have authorized the issuance and

sale of, pursuant to the terms and conditions of this Agreement, 1,430,700

Shares. "SHARES" means the total number of shares of Common Stock of the Company

("Common Stock") and, if applicable as provided below, non-voting Series A

Redeemable Preferred Stock, that are sold to Purchaser under this Agreement. To

the extent that the number of shares of Common Stock issued to PetStore and

reserved for issuance to PetStore warrantholders pursuant to the Asset Purchase

Agreement plus the number of Shares to be issued to Purchaser under this

Agreement represent less than 19.90% of the total voting stock of the Company

outstanding immediately prior to the Closing under the Asset Purchase Agreement,

the Shares issued under this Agreement shall be entirely Common Stock. To the

extent, however, that the sum of the number of shares of Common Stock issued to

PetStore and reserved for issuance to PetStore warrantholders pursuant to the

Asset Purchase Agreement and the number of Shares that would be issued to

Purchaser under this Agreement exceeds 19.90% of the total voting stock of the

Company outstanding immediately prior to the Closing under the Asset Purchase

Agreement, then the number of Shares to be issued under this Agreement which

exceed this percentage shall be non-voting Series A Redeemable Preferred Stock

of the Company have the rights, preferences and privileges set forth in the

Certificate of Designation attached to this Agreement as Exhibit A (the

"Certificate of Designation"). No fractional shares will be issued or sold

pursuant to this Agreement.







                                      -1-

<PAGE>   2



        1.2 Sale of the Shares. Subject to the terms and conditions of this

Agreement, the Purchaser agrees to purchase at the Closing, and the Company

agrees to sell and issue to the Purchaser at Closing, the Shares for

consideration consisting solely of the number of Shares multiplied by the Price

(the "Shares Consideration"). The Company will not take any position on any tax

return inconsistent with this position.





2.      Closing; Closing Date; Deliveries at Closing.



        2.1 Closing. The completion of the purchase and sale of the Shares (the

"Closing") shall be held at the offices of Venture Law Group, 2775 Sand Hill

Road, Menlo Park, CA 94025 at 10:00 a.m. Pacific time, or at such other time as

may be mutually agreed orally or in writing by the parties hereto, on the

Closing Date. The parties agree that the Closing may be effected by facsimile.



        2.2 Closing Date. Subject to the terms and conditions of this Agreement,

the Closing (the "Closing Date") shall occur on the day on which the Closing as

defined and set forth in the Asset Purchase Agreement occurs unless otherwise

agreed orally or in writing by the Company and the Purchaser.



        2.3 Delivery of the Shares at the Closing. At the Closing, the Company

shall deliver to the Purchaser one or more stock certificates registered in the

name of the Purchaser, or in such nominee name(s) as designated by the Purchaser

in writing, representing the Shares bearing an appropriate legend referring to

the fact that the Shares were sold in reliance upon the exemption from

registration under the Securities Act of 1933, as amended (the "Securities

Act"), provided by Section 4(2) thereof and Rule 505 thereunder.



        2.4 Registration Rights. The Company hereby covenants and agrees to

grant to a single transferee of Purchaser piggyback registration rights with

respect to a total of 1,430,700 shares of the Company's Common Stock (including

with respect to shares of Common Stock into which shares of Series A Preferred

Stock issued may subsequently be converted, and as such number may be increased,

decreased or otherwise adjusted in the event of a recapitalization or similar

event with respect to the Company's capital structure, the "Registrable

Shares"). Such piggyback registration rights shall be granted to such transferee

pursuant to an amendment, in the form of Exhibit C attached hereto ("Amendment

No. 1"), to that certain Amended and Restated Investors' Rights Agreement, dated

as of January 18, 2000, between the Company and the signatories thereto

("Investors' Rights Agreement"); which Amendment No. 1, as executed by the Prior

Rights Holders (as defined in Amendment No. 1), shall be delivered to the

Purchaser at the Closing and, upon acquisition by any such transferee, an

executed original thereof shall be delivered to the Company.







                                      -2-

<PAGE>   3



3.      Representations and Warranties of the Company.



        In order to induce the Purchaser to enter into this Agreement and to

perform its obligations hereunder, the Company hereby represents and warrants to

the Purchaser, at and as of the date of this Agreement and as of the Closing

date, as follows:



               3.1 Organization. The Company and Subsidiary are each

corporations duly formed, validly existing and in good standing under the laws

of the State of Delaware.



               3.2 Company's and Subsidiary's Capital Stock.



                      (a) The authorized capital stock of the Company consists

of: (i) 150,000,000 shares of Common Stock, par value $0.00125 per share, of

which 29,224,237 shares are issued and outstanding as of June 7, 2000 and are

fully paid and non-assessable; (ii) 5,000,000 shares of Preferred Stock, par

value $0.00125 per share, of which no shares are issued and outstanding as of

June 7, 2000. The Company has reserved (i) an aggregate of 5,815,328 shares of

Common Stock issuable to employees and consultants pursuant to the Company's

1999 Stock Plan (the "Plan"), of which, as of June 7, 2000, 929,618 shares have

been issued pursuant to restricted stock purchase grants, 2,089,108 shares have

been issued pursuant to the exercise of options granted under the Plan,

2,782,290 shares are issuable upon exercise of outstanding options, and 14,312

shares are eligible for future grant under such Plan, and (ii) an aggregate of

400,000 shares of Common Stock issuable to employees and consultants pursuant to

the Company's 2000 Employee Stock Purchase Plan, of which no shares are issuable

upon exercise of outstanding options as of June 7, 2000 under such plans, and

there are no other options or warrants to purchase shares of Common Stock

outside of such plans. Except as described in this Section 3.2 or as set forth

on Schedule 3.2, there are no outstanding subscriptions, options, rights,

warrants, convertible securities, preemptive rights or other agreements (other

than the Asset Purchase Agreement and this Agreement) or calls, demands or

commitments of any kind relating to the issuance, sale or transfer of any

capital stock or other equity securities of the Company, whether directly or

upon the exercise or conversion of other securities. There are no outstanding

contractual obligations of the Company to repurchase, redeem or otherwise

acquire any shares of the Company's capital stock or to provide funds to, or

make any investment (in the form of a loan, capital contribution or otherwise)

in, any other. For the purposes of this Agreement, "Person" means any

individual, corporation, partnership, limited liability company, joint venture,

association, joint stock company, trust, unincorporated organization or other

entity or organization, including any government or political subdivision or any

agency or instrumentality thereof. Upon issuance, the Shares will be duly and

validly issued, fully paid, non-assessable and free and clear of all liens

(except liens for Taxes not yet due and payable), mortgages, pledges,

imperfections of title, security interests, restrictions, prior assignments,

easements, leases, licenses or sublicenses, options, rights of first refusal or

first offer, and encumbrances (collectively, "Liens") and preemptive rights.



                      (b) The authorized capital stock of the Subsidiary

consists of 1000 shares of Common Stock, par value $0.001 per share, of which

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