TENANCY AND PROMOTION AGREEMENT



        TENANCY AND PROMOTION AGREEMENT, dated as of June 12, 2000 (this

"Agreement"), by and between Discovery.com, Inc., a Delaware corporation with

offices at 7700 Wisconsin Avenue, Bethesda, Maryland, 20813 ("DCOM") and

Pets.com, Inc., a Delaware corporation with offices at 435 Brannan Street, Suite

100, San Francisco, California 94107 (the "Company").



                                 R E C I T A L S



        WHEREAS, the Company is an online retailer of pet products, information

and resources;



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

the Company are parties to that certain Asset Purchase Agreement dated of even

date herewith (the "Purchase Agreement"), pursuant to which the Company is

purchasing the assets of Petstore (the "Purchase");



        WHEREAS, on April 6, 2000 DCOM terminated that certain (a) Content and

Trademark Sublicense and Services Agreement between DCOM and Petstore, dated as

of October 27, 1999, and (b) Advertising and Promotion Agreement between DCOM

and Petstore, dated as of October 27, 1999; and



        WHEREAS, DCOM and Company have agreed, strictly conditioned and

effective solely upon the closing of the Purchase in accordance with the

Purchase Agreement, to enter into this Tenancy and Promotion Agreement.



        NOW, THEREFORE, in consideration of the foregoing, and for other

valuable consideration, the receipt and adequacy of which is hereby

acknowledged, the parties hereto hereby agree as follows:



        1. GENERAL DEFINITIONS. As used in this Agreement, the following terms

shall have the following respective meanings:



               1.1 "Ad Placement" shall have the meaning set forth in Paragraph

2.2(b).



               1.2 "Ad Spots" shall have the meaning set forth in Paragraph

2.2(a)(i).



               1.3 "Affiliate" shall mean any Person that directly or indirectly

(through one or more intermediaries) controls, is controlled by, or is under

common control with such Person concerned.



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               1.4 "Animal Planet Network" shall mean the television network

owned by an affiliate of DCOM and currently known as "Animal Planet."



               1.5 "Co-branded Ads" shall have the meaning set forth in

Paragraph 2.2(a)(ii).



               1.6 "Company Competitors" shall mean the following entities: [*]

and [*]. The exclusivity that accrues to the Company hereunder with respect to

the Company Competitors shall also apply with respect to wholly-owned

subsidiaries and successors of the Company Competitors, only to the extent that

substantially all of the retail pet supplies business of a Company Competitor

accrues to such subsidiary or successor and/or that the retail pet supplies

business of such a subsidiary or successor is the principal business operated by

such subsidiary or successor. (Example 1: if Bloomingdale's buys [*] pet home

furnishings business, Bloomingdale's will not be deemed a successor because it

has not purchased substantially all of [*] retail pet supplies business. Example

2: if Procter & Gamble acquires [*] and is therefore a "successor" of [*], P&G

does not become a Company Competitor hereunder, because the retail sale of pet

supplies is not P&G's principal business.) Upon written notice to DCOM, the

Company may from time to time substitute in the current list of Company

Competitors other entities for whom the retail sale of pet supplies constitutes

at least 20 percent of the total revenues of such entity, subject to approval of

DCOM, which such approval shall not be unreasonably withheld.



               "Confidential Information" shall have the meaning set forth in

Paragraph 9.12.



               1.8 "Content" shall mean the written and graphical content

provided by the Company to DCOM relating to pets and animals and as further

described in Attachment E.



               1.9 "Contract Year" shall mean each annual period during the Term

beginning on the date of this Agreement and ending on the anniversary of such

date.



               1.10 "Discovery Networks" shall mean the following Discovery

Communications, Inc. network properties: Discovery Channel, TLC, Animal Planet,

Travel Channel, Discovery Health Channel and Digital Networks.



               1.11 "Exclusivity Period" shall have the meaning set forth in

Paragraph 4.1.



               1.12 "Indemnified Party" shall have the meaning set forth in

Paragraph 7.2.



               1.13 "Indemnifying Party" shall have the meaning set forth in

Paragraph 7.2.



               1.14 "Internet" shall mean a global network of interconnected

computer networks, each using the Transmission Control Protocol/Internet

Protocol and/or such other standard network interconnection protocols as may be

adopted from time to time, which is used to transmit content that is directly or

indirectly delivered to a computer or other digital electronic device for

display to an end-user, whether such content is delivered through on-line

browsers,





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

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off-line browsers, or through "push" technology, electronic mail, broadband

distribution, satellite, wireless or otherwise.



               1.15 "Internet Site" or "website" shall mean any site or service

delivering content on or through the Internet, including, without limitation,

any on-line service such as America Online, CompuServe, Prodigy and the

Microsoft Network.



               1.16 "Merger" shall have the meaning set forth in the Recitals.



               1.17 "Person" shall mean any individual, partnership, corporation

or organized group of persons, including agencies and other instrumentalities of

governments and states.



               1.18 "Petstore" shall have the meaning set forth in the Recitals.



               1.19 "Prevailing E-commerce Tenancy Market Rate" shall have the

meaning set forth in Paragraph 4.3.



               1.20 "Prevailing Market Rate" shall have the meaning set forth in

Paragraph 2.2(b).



               1.21 "Promotion" shall have the meaning set forth in Paragraph

2.1.



               1.22 "Share Price Floor" shall have the meaning set forth in

Paragraph 9.1.



               1.23 "Tenancy Period" shall have the meaning set forth in

Paragraph 4.1.



               1.24 "Term" shall have the meaning set forth in Paragraph 3.



               1.25 "Website" shall mean the Company's website Pets.com

accessible through the URL http://www.pets.com, and any successors thereof

subject to Section 9.1 hereof.



        2.     COMMITMENT.



               2.1 DCOM Commitment of Advertising and Promotion.



                      DCOM hereby covenants and commits to deliver to the

Company advertising time and related promotion of the Website (collectively,

"Promotion"), in an aggregate value of [*] per Contract Year of the Term. The

timing and placement of promotion of the Website shall be subject to

availability and shall be at the reasonable discretion of DCOM. The actual costs

incurred by DCOM or paid by DCOM to third parties for producing any

advertisements or promotions, if any are incurred by DCOM, shall be at a

mutually agreed upon (between DCOM and the Company) written rate and shall be,

as agreed upon in writing by the parties, either (i) reimbursed by the Company

on a fairly allocated basis taking into consideration the overall message of the

advertisement and the portion thereof directed toward the promotion of the

Website, or (ii) shall be applied on a fairly allocated basis to the aggregate

value of the





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

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.







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Promotion delivered to the Company by DCOM pursuant to this Agreement. DCOM will

not incur any such production costs without the prior written approval of

Company, provided Company may not withhold approval of such costs solely in an

effort to cause DCOM to breach its obligations under this Agreement. It is

understood that such production costs will be incurred by DCOM only to the

extent that the Company and DCOM agree to develop new creative for either the

Co-branded Ads or the Ad Spots or the parties agree to integrate the Pets.com

brand, trademarks or other messaging into the Co-branded Ads in a new or

non-traditional format.



               2.2 Delivery of Advertising and Promotion.



                      (a) The Promotion to be delivered pursuant to this

Agreement shall be delivered as follows:



                             (i) Approximately [*] per Contract Year in

Company-branded interstitial advertising spots for Company and the Website shall

be provided on the Discovery Networks (the "Ad Spots"). The value of each such

Ad Spot shall be determined based on the Prevailing Market Rate (as defined

below) for such Promotions. Subject to the terms and conditions of the Discovery

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