Exhibit 10.5

Borrower's Taxpayer
Identification No. 65-0680967

                                 PROMISSORY NOTE

$1,000,000.00                                                        9-17, 1999
                                                                     ----
                                                        Fort Lauderdale, Florida

         FOR VALUE RECEIVED, PETMEDEXPRESS.COM, INC., a Florida corporation
(sometimes hereinafter referred to as the "undersigned" or the "Borrower"),
promises to pay to the order of SOUTHTRUST BANK, NATIONAL ASSOCIATION or any
subsequent holder of this note ("Bank" or "Lender") at its principal offices
located at P.O. Box 460, Boynton Beach, Florida 33425-0460 (or at such other
place or places as Bank may designate) the principal sum of ONE MILLION DOLLARS
($1,000,000) or so much thereof as may be from time to time outstanding,
together with interest thereon on the principal amount from time to time
outstanding. Interest shall be computed on the actual number of days elapsed and
an assumed year of 360 days. Borrower and all endorsers, sureties, guarantors
and any other persons liable or to become liable with respect to the loan
evidenced by this Note (the "Loan") are each included in the term "Obligors" as
used in this Note. Said principal and interest shall be payable in lawful money
of the United States, on the dates and in the amounts specified below, to wit:

         1. Interest. This Note shall bear interest at a variable rate (computed
on the basis of a 360-day year and calculated based upon the actual number of
days elapsed) equal to the Bank's Base Rate plus one percent (1%) per annum
("Rate"). In no event shall said rate of interest exceed the maximum annual rate
of interest permitted under Florida Law or Federal Law in the event Federal Law
preempts Florida Law or is otherwise applicable.

         2. Said principal and interest shall be payable in lawful money of the
United States, on the dates and in the amounts specified below, to wit:

                  (a) Payments of interest only on the outstanding principal
balance under this Note shall be due and payable on the fifth (5th) day of the
month following the date hereof and on the same day of each successive month
thereafter until the Maturity Date.

                  (b) The outstanding principal balance together with accrued
and unpaid interest hereunder shall be due and payable one (1) year following
the date hereof ("Maturity Date").

         3. Borrower shall pay to Bank a late charge of five percent (5%) of any
payment not received by Bank within fifteen (15) days of its due date; provided,
however, if said fifteen (15) day period ends on a day other than a day on which
Bank is open for Business (a "Business Day"), then


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the aforedescribed late charge shall be payable if the payment is not received
by the last Business Day within said fifteen (15) day period.

         4. This Note may be prepaid in whole or in part at any time without
penalty. No prepayment shall affect the requirement of the Borrower to make the
regular monthly payments of principal and interest.

         5. Borrower shall pay all amounts owing under this Note in full when
due without set-off, counterclaim deduction or withholding for any reason
whatsoever. If any payment falls due on a day other than a Business Day, then
such payment shall instead be made on the next succeeding Business Day, and
interest shall accrue accordingly. Any payment received by Bank after 1:00 p.m.
shall not be credited against the indebtedness under this Note until at least
the next succeeding Business Day.

         6. If default be made in the payment of any sums payable pursuant to
the terms of this Note following a grace period of ten (10) days (which shall
not require the giving of any notice), or if default or other event causing the
acceleration of this Note occur under the Florida Real Estate Mortgage and
Security Agreement securing this Note (the "Mortgage"), or any other instrument
or document executed in connection with the Loan (this Note, the Mortgage and
all such instruments and documents, including, without limitation, any
guaranties, agreements, mortgages, security agreements, assignments and other
documents securing this Note, are referred to in this Note as the "Loan
Documents") (an "Event of Default"), then or at any time thereafter at the
option of Bank, the whole of the principal sum then remaining unpaid hereunder,
together with all interest accrued thereon and all other sums owing under the
Loan Documents, shall immediately become due and payable without notice and Bank
shall be entitled to pursue any and all rights and remedies provided by
applicable law and/or under the terms of this Note or any other Loan Document,
all of which shall be cumulative and may be exercised successively or
concurrently. Upon the occurrence and during the continuation of any Event of
Default, Bank, at its option, may at any time declare any or all other
liabilities of any Obligor to Bank immediately due and payable (notwithstanding
any contrary provisions thereof) without demand or notice of any kind. In
addition, Bank shall have the right to set off any and all sums owed to any
Obligor by Bank in any capacity (whether or not then due) against the Loan
and/or against any other liabilities of any Obligor to Bank. A default under the
Loan and Security Agreement between the Borrower and the Bank dated even date
herewith shall constitute an Event of Default.

         7. From and after an Event of Default, and regardless of whether the
Bank also elects to accelerate the maturity of this Note, the entire principal
remaining unpaid hereunder shall bear an augmented annual interest rate equal to
the lesser of (i) twenty-five percent (25%) per annum, or (ii) the highest
applicable lawful rate. Failure to exercise any and all rights or remedies Bank
may in the event of any such default be entitled to shall not constitute a
waiver of the right to exercise such rights or remedies in the event of any
subsequent default, whether of the same or different nature. No waiver of any
right or remedy by Bank shall be effective unless made in writing and signed by
Bank, nor shall any waiver on one occasion apply to any future occasion.


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         8. In no event shall any agreed or actual exaction charged, reserved or
taken as an advance or forbearance by Bank as consideration for the Loan exceed
the limits (if any) imposed or provided by the law applicable from time to time
to the Loan for the use or detention of money or for forbearance in seeking its
collection, and Bank hereby waives any right to demand such excess. If the
floating rate of interest based on the Base Rate should increase above such
maximum interest rate permitted by applicable law (if any), then notwithstanding
any contrary provision in this Note or any other Loan Document and without
necessity of further agreement or notice by Bank or any Obligor, the unpaid
principal balance of the Loan shall thereupon bear interest at such maximum
lawful rate. If the floating interest should thereafter decrease below such
maximum lawful rate, the Loan shall nevertheless continue to bear interest at
such maximum lawful rate until Bank, receives the full amount of interest
delayed by the application of such maximum lawful rate under this paragraph, at
which time the Loan shall once again bear interest at the then applicable
floating interest rate. In the event that the interest provisions of this Note
or any exactions provided for in this Note or any other Loan Document shall
result at any time or for any reason in an effective rate of interest that
transcends the maximum interest rate permitted by applicable law (if any), then
without further agreement or notice the obligation to be fulfilled shall be
automatically reduced to such limit and all sums received by Bank in excess of
those lawfully collectible as interest shall be applied against the principal of
the Loan immediately upon Bank's receipt thereof, with the same force and effect
as though the payor had specifically designated such extra sums to be so applied
to principal and Bank had agreed to accept such extra payment(s) as a
premium-free prepayment or prepayments. During any time that the Loan bears
interest at the maximum lawful rate (whether by application of this paragraph,
the default provisions of this Note or otherwise), interest shall be computed on
the basis of the actual number of days elapsed and the actual number of days in
the respective calendar year. Pursuant to Florida Statutes, Section 687.12, the
interest rate charged is authorized by Florida Statutes, Chapter 665.

         9. The Obligors hereby severally: (a) waive demand, presentment,
protest, notice of dishonor, suit against or joinder of any other person, and
all other requirements necessary to charge or hold any Obligor liable with
respect to the Loan; (b) waive any right to immunity from any such action or
proceeding and waive any immunity or exemption of any property, wherever
located, from garnishment, levy, execution, seizure or attachment prior to or in
execution of judgment, or sale under execution or other process for the
collection of debts; (c) waive any right to interpose any set-off or
non-compulsory counterclaim or to plead laches or any statute of limitations as
a defense in any such action or proceeding and waive (to the extent lawfully
waivable) all provisions and requirements of law for the benefit of any Obligor
now or hereafter in force; (d) submit to the jurisdiction of the state and
federal courts in the State of Florida for purposes of any such action or
proceeding; (e) agree that the venue of any such action or proceeding may be
laid in Broward County, Florida (in addition to any county in which any
collateral for the Loan is located), and waive any claim that the same is an
inconvenient forum; (f) stipulate that service of process in any such action or
proceeding shall be properly made if mailed by any form of registered or
certified mail (airmail if international), postage prepaid, to the address then
registered in Bank's records for the


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Obligor(s) so served, and that any process so served shall be effective ten (10)
days after mailing; and (g) agree that the death or mental or physical
incapacity of any Obligor who is a natural person, or the dissolution or merger
or consolidation or termination of the existence of any Obligor that is a
business entity (or if any person controlling such Obligor shall take any action
authorizing or leading to the same), shall at Bank's option, which option may be
exercised then or at any time thereafter, result in the Loan being then due and
payable in full. No provision of this Note shall limit Bank's right to serve
legal process in any other manner permitted by law or to bring any such action
or proceeding in any other competent jurisdiction. The Obligors hereby severally
consent and agree that, at any time and from time to time without notice, (i)
Bank and the owners(s) of any collateral then securing the Loan may agree to
release, increase, change, substitute or exchange all or any part of such
collateral, and (ii) Bank and any person(s) then primarily liable for the Loan
may agree to renew, extend or compromise the Loan in whole or in part or to
modify the terms of the Loan in any respect whatsoever; no such release,
increase, change, substitution, exchange, renewal, extension, compromise or
modification shall release or affect in any way the liability of any Obligor,
and the Obligors hereby severally waive any and all defenses and claims
whatsoever based thereon. Until Bank receives all sums due under this Note and
all other Loan Documents in immediately available funds, no Obligor shall be
released from liability with respect to the Loan unless Bank expressly releases
such Obligor in a writing signed by Bank, and Bank's release of any Obligor(s)
shall not release any other person liable with respect to the Loan.

         10. The Obligors jointly and severally agree to pay all filing fees and
similar charges and all costs incurred by Bank in collecting or securing or
attempting to collect or secure the Loan, including attorney's fees, whether or
not involving litigation and/or appellate, administrative or Bankruptcy
proceedings. The Obligors jointly and severally agree to pay any documentary
stamp taxes, intangibles taxes or other taxes (except for federal or Florida
franchise or income taxes based on Bank's net income) which may now or hereafter
apply to this Note or the Loan or any security therefor, and the Obligors
jointly and severally agree to indemnify and hold Bank harmless from and against
any liability, costs, attorney's fees, penalties, interest or expenses relating
to any such taxes, as and when the same may be incurred. The Obligors jointly
and severally agree to pay on demand, and to indemnify and hold Bank harmless
from and against, any and all present or future taxes, levies, imposts,
deductions, charges and withholdings imposed in connection with the Loan by the
laws or governmental authorities of any jurisdiction other than the State of
Florida or the United States of America, and all payments to Bank under this
Note shall be made free and clear thereof and without deduction therefor.

         11. This Note shall be governed by, and construed and enforced in
accordance with, the laws of the State of Florida, except that federal law shall
govern to the extent that it may permit Bank to charge, from time to time,
interest on the Loan at a rate higher than may be permissible under applicable
Florida law.

         12. Any provision of this Note which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction only, be ineffective only to the
extent of such prohibition or unenforceability


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without invalidating the remaining provisions hereof or affecting the validity
or enforceability of such provision in any other jurisdiction. To the extent
that the Obligors may lawfully waive any law that would otherwise invalidate any
provision of this Note, each of them hereby waives the same, to the end that
this Note shall be valid and binding and enforceable against each of them in
accordance with all its terms.

         13. If this Note is signed by more than one person, then the term
"Borrower" as used in this Note shall refer to all such persons jointly and
severally, and all promises, agreements, covenants waivers, consents,
representations, warranties and other provisions in this Note are made by and
shall be binding upon each and every undersigned person, jointly and severally.
The term "Bank" shall be deemed to include any subsequent holder(s) of this
Note. Whenever used in this Note, the term "person" means any individual, firm,
corporation, trust or other organization or association or other enterprise or
any governmental or political subdivision, agency, department or instrumentality
thereof. Whenever used in this Note, words in the singular include the plural,
words in the plural include the singular, and pronouns of any gender include the
other genders, all as may be appropriate. The "Base Rate" is a base reference
rate of interest adopted by SouthTrust Bank, National Association as a general
benchmark from which SouthTrust Bank, National Association determines the
floating interest rates chargeable on various loans to borrowers with varying
degrees of creditworthiness, and Borrower acknowledges and agrees that Bank has
made no representations whatsoever that the "Base Rate" is the interest rate
actually offered by SouthTrust Bank, National Association to borrowers of any
particular creditworthiness.

         14. Time shall be of the essence with respect to the terms of this
Note. This Note cannot be changed or modified orally. Bank shall have the right
unilaterally to correct patent errors or omissions in this Note or any other
Loan Document. Except as otherwise required by law or by the provisions of this
Note or any other Loan Document, payments received by Bank hereunder shall be
applied first against expenses and indemnities, next against interest accrued on
the Loan, and next in reduction of the outstanding principal balance of the
Loan, except that from and after any default under this Note, Bank may apply
such payments in any order of priority determined by Bank in its exclusive
judgment. For purposes of determining interest accruing under this Note,
principal shall be deemed outstanding on the date payment is credited by Bank.
If any payment required to be made pursuant to this Note is not received on the
due date, Bank shall have the right, at its election, to charge any of
Borrower's accounts at Bank with the amount of such payment. Except as otherwise
required by the provisions of this Note or any other Loan Document, any notice
required to be given to any Obligor shall be deemed sufficient if made
personally or if mailed, postage prepaid, to such Obligor's address as it
appears in this Note (or, if none appears, to any address for such Obligor then
registered in Bank's records). Bank may grant participations in all or any
portion of, and may assign all or any part of Bank's rights under, this Note.
Bank may disclose to any such participant or assignee any and all information
held by or known to Bank at any time with respect to any Obligor. If Borrower or
any other Obligor is a partnership, then all general partners thereof shall be
liable jointly and severally for all obligations under this Note and for all
other covenants, agreements, undertakings and obligations of Borrower in
connection with the Loan, notwithstanding any contrary


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provision of the partnership laws of the State of Florida. All of the terms of
this Note shall inure to the benefit of Bank and its successors and assigns and
shall be binding upon each and every one of the Obligors and their respective
heirs, executors, administrators, personal representatives, successors and
assigns, jointly and severally.

         15. The Mortgage encumbers real and personal property located in
Broward County, Florida, and is intended to be recorded amongst the Public
Records of said County.

         16. BANK AND BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT EITHER MAY HAVE TO TRIAL BY JURY IN RESPECT TO ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY
AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS, (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF EITHER PARTY. BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL IS A
MATERIAL INDUCEMENT TO THE BANK IN EXTENDING CREDIT TO THE BORROWER, THAT THE
BANK WOULD NOT HAVE EXTENDED SUCH CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND
THAT BORROWER HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO
CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS JURY TRIAL WAIVER AND
UNDERSTANDS THE LEGAL EFFECT OF THIS WAIVER.

         WITNESS the due execution hereof as of the date first above written.

                                          PETMEDEXPRESS.COM, INC., a Florida
                                          corporation

                                          By: /s/ Marc Puleo, M.D.   (SEAL)
                                          ---------------------------------
                                          Print Name: Marc Puleo
                                                      ---------------------
                                          Title: President/CEO
                                                 --------------------------

DOCUMENTARY STAMPS IN THE AMOUNT OF $3,500.00 HAVE BEEN PAID UPON AND AFFIXED TO
THE MORTGAGE SECURING THIS PROMISSORY NOTE.