Exhibit 10.3

                              PETMED EXPRESS, INC.
                             1998 STOCK OPTION PLAN


         1. Grant of Options; Generally. In accordance with the provisions
hereinafter set forth in this stock option plan, the name of which is the PETMED
EXPRESS, INC. 1998 STOCK OPTION PLAN (the "Plan"), the Board of Directors (the
"Board") or, the Compensation Committee (the "Stock Option Committee") of PetMed
Express, Inc.. (the "Corporation") is hereby authorized to issue from time to
time on the Corporation's behalf to any one or more Eligible Persons, as
hereinafter defined, options to acquire shares of the Corporation's $.001 par
value common stock (the "Stock").

         2. Type of Options. The Board or the Stock Option Committee is
authorized to issue Incentive Stock Options ("ISOs") which meet the requirements
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
which options are hereinafter referred to collectively as ISOs, or singularly as
an ISO. The Board or the Stock Option Committee is also, in its discretion,
authorized to issue options which are not ISOs, which options are hereinafter
referred to collectively as Non Statutory Options ("NSOs"), or singularly as an
NSO. The Board or the Stock Option Committee is also authorized to issue "Reload
Options" in accordance with Paragraph 9 herein, which options are hereinafter
referred to collectively as Reload Options, or singularly as a Reload Option.
Except where the context indicates to the contrary, the term "Option" or
"Options" means ISOs, NSOs and Reload Options.

         3. Amount of Stock. The aggregate number of shares of Stock which may
be purchased pursuant to the exercise of Options shall be 1,000,000 shares. Of
this amount, the Board or the Stock Option Committee shall have the power and
authority to designate whether any Options so issued shall be ISOs or NSOs,
subject to the restrictions on ISOs contained elsewhere herein. If an Option
ceases to be exercisable, in whole or in part, the shares of Stock underlying
such Option shall continue to be available under this Plan. Further, if shares
of Stock are delivered to the Corporation as payment for shares of Stock
purchased by the exercise of an Option granted under this Plan, such shares of
Stock shall also be available under this Plan. If there is any change in the
number of shares of Stock due to of the declaration of stock dividends,
recapitalization resulting in stock split-ups, or combinations or exchanges of
shares of Stock, or otherwise, the number of shares of Stock available for
purchase upon the exercise of Options, the shares of Stock subject to any Option
and the exercise price of any outstanding Option shall be appropriately adjusted
by the Board or the Stock Option Committee. The Board or the Stock Option
Committee shall give notice of any adjustments to each Eligible Person granted
an Option under this Plan, and such adjustments shall be effective and binding
on all Eligible Persons. If because of one or more recapitalizations,
reorganizations or other corporate events, the holders of outstanding Stock
receive something other than shares of Stock then, upon exercise of an Option,
the Eligible Person will receive what the holder would have owned if the holder
had exercised the Option immediately before the first such




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corporate event and not disposed of anything the holder received as a result of
the corporate event. The number of shares of Common Stock subject to this Plan
(and not subject to outstanding Option grants) shall not subsequently be
affected by any forward or reverse stock splits or recapitalizations undertaken
by the Company.

         4. Eligible Persons.

            (a) With respect to ISOs, an Eligible Person means any individual
who has been employed by the Corporation or by any subsidiary of the
Corporation, for a continuous period of at least sixty (60) days.

            (b) With respect to NSOs, an Eligible Person means (i) any
individual who has been employed by the Corporation or by any subsidiary of the
Corporation, for a continuous period of at least sixty (60) days, (ii) any
director of the Corporation or any subsidiary of the Corporation or (iii) any
consultant of the Corporation or any subsidiary of the Corporation.

         5. Grant of Options. The Board or the Stock Option Committee has the
right to issue the Options established by this Plan to Eligible Persons. The
Board or the Stock Option Committee shall follow the procedures prescribed for
it elsewhere in this Plan. A grant of Options shall be set forth in a writing
signed on behalf of the Corporation or by a majority of the members of the Stock
Option Committee. The writing shall identify whether the Option being granted is
an ISO, an NSO or Reload Option and shall set forth the terms which govern the
Option. The terms shall be determined by the Board or the Stock Option
Committee, and may include, among other terms, the number of shares of Stock
that may be acquired pursuant to the exercise of the Options, when the Options
may be exercised, the period for which the Option is granted and including the
expiration date, the effect on the Options if the Eligible Person terminates
employment, whether the Eligible Person may deliver shares of Stock or other
consideration to pay for the shares of Stock to be purchased by the exercise of
the Option, and such other terms and conditions whether or not specifically
provided for under the terms hereinafter set forth. However, no term shall be
set forth in the writing which is specifically inconsistent with any of the
terms of this Plan. The terms of an Option granted to an Eligible Person may
differ from the terms of an Option granted to another Eligible Person, and may
differ from the terms of an earlier Option granted to the same Eligible Person.

         6. Option Price. The option price per share shall be determined by the
Board or the Stock Option Committee at the time any Option is granted, and shall
be not less than (i) in the case of an ISO, the fair market value, (ii) in the
case of an ISO granted to a 10% or greater stockholder, 110% of the fair market
value, or (iii) in the case of an NSO, not less than the par value thereof, as
determined by the Board or the Stock Option Committee. Fair market value as used
herein shall be:

            (a) If shares of Stock shall be traded on an exchange or
over-the-counter market, the mean between the high and low sales prices of Stock
on such exchange or

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<PAGE>


over-the-counter market on which such shares shall be traded on that date, or if
such exchange or over-the-counter market is closed or if no shares shall have
traded on such date, on the last preceding date on which such shares shall have
traded.

            (b) If shares of Stock shall not be traded on an exchange or
over-the-counter market, the value as determined by a recognized appraiser as
selected by the Board or the Stock Option Committee.

         7. Purchase of Shares. An Option shall be exercised by the tender to
the Corporation of the full purchase price of the Stock with respect to which
the Option is exercised and written notice of the exercise. The purchase price
of the Stock shall be in United States dollars, payable in cash, check,
Promissory Note secured by the Shares issued through exercise of the related
Options, or in property, Corporation stock, or other consideration if so
permitted by the Board or the Stock Option Committee in accordance with the
discretion granted in Paragraph 5 hereof, having a value equal to such purchase
price. The Corporation shall not be required to issue or deliver any
certificates for shares of Stock purchased upon the exercise of an Option prior
to (i) if requested by the Corporation, the filing with the Corporation by the
Eligible Person of a representation in writing that it is the Eligible Person's
then present intention to acquire the Stock being purchased for investment and
not for resale, and/or (ii) the completion of any registration or other
qualification of such shares under any government regulatory body, which the
Corporation shall determine to be necessary or advisable.

         8. Grant of Reload Options. In granting an Option under this Plan, the
Board or the Stock Option Committee may include a Reload Option provision
therein, subject to the provisions set forth in Paragraphs 19 and 20 herein. A
Reload Option provision provides that if the Eligible Person pays the exercise
price of shares of Stock to be purchased by the exercise of an ISO, NSO or
another Reload Option (the "Original Option") by delivering to the Corporation
shares of Stock already owned by the Eligible Person (the "Tendered Shares"),
the Eligible Person shall receive a Reload Option which shall be a new Option to
purchase shares of Stock equal in number to the tendered shares. The terms of
any Reload Option shall be determined by the Board or the Stock Option Committee
consistent with the provisions of this Plan.

         9. Stock Option Committee. The Stock Option Committee may be appointed
from time to time by the Corporation's Board of Directors. The Board may from
time to time remove members from or add members to the Stock Option Committee.
The Stock Option Committee shall be constituted so as to permit the Plan to
comply in all respects with the provisions set forth in Paragraph 9 herein. The
members of the Stock Option Committee may elect one of its members as its
chairman. The Stock Option Committee shall hold its meetings at such times and
places as its chairman shall determine. A majority of the Stock Option
Committee's members present in person shall constitute a quorum for the
transaction of business. All determinations of the Stock Option Committee will
be made by the majority vote of the members constituting the quorum. The members
may participate in a meeting of the Stock Option Committee by conference
telephone or



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<PAGE>


similar communications equipment by means of which all members participating in
the meeting can hear each other. Participation in a meeting in that manner will
constitute presence in person at the meeting. Any decision or determination
reduced to writing and signed by all members of the Stock Option Committee will
be effective as if it had been made by a majority vote of all members of the
Stock Option Committee at a meeting which is duly called and held.

         10. Administration of Plan. In addition to granting Options and to
exercising the authority granted to it elsewhere in this Plan, the Board or the
Stock Option Committee is granted the full right and authority to interpret and
construe the provisions of this Plan, promulgate, amend and rescind rules and
procedures relating to the implementation of the Plan and to make all other
determinations necessary or advisable for the administration of the Plan,
consistent, however, with the intent of the Corporation that Options granted or
awarded pursuant to the Plan comply with the provisions of Paragraph 19 and 20
herein. All determinations made by the Board or the Stock Option Committee shall
be final, binding and conclusive on all persons including the Eligible Person,
the Corporation and its stockholders, employees, officers and directors and
consultants. No member of the Board or the Stock Option Committee will be liable
for any act or omission in connection with the administration of this Plan
unless it is attributable to that member's willful misconduct.

         11. Provisions Applicable to ISOs. The following provisions shall apply
to all ISOs granted by the Board or the Stock Option Committee and are
incorporated by reference into any writing granting an ISO:

            (a) An ISO may only be granted within ten (10) years from    , 1998,
the date that this Plan was originally adopted by the Corporation's Board of
Directors.

            (b) An ISO may not be exercised after the expiration of ten (10)
years from the date the ISO is granted.

            (c) The option price may not be less than the fair market value of
the Stock at the time the ISO is granted.

            (d) An ISO is not transferrable by the Eligible Person to whom it is
granted except by will, or the laws of descent and distribution, and is
exercisable during his or her lifetime only by the Eligible Person.

            (e) If the Eligible Person receiving the ISO owns at the time of the
grant stock possessing more than ten (10%) percent of the total combined voting
power of all classes of stock of the employer corporation or of its parent or
subsidiary corporation (as those terms are defined in the Code), then the option
price shall be at least 110% of the fair market value of the Stock, and the ISO
shall not be exercisable after the expiration of five (5) years from the date
the ISO is granted.



                                       4
<PAGE>


            (f) The aggregate fair market value (determined at the time the ISO
is granted) of the Stock with respect to which the ISO is first exercisable by
the Eligible Person during any calendar year (under this Plan and any other
incentive stock option plan of the Corporation) shall not exceed $100,000.

            (g) Even if the shares of Stock which are issued upon exercise of an
ISO are sold within one year following the exercise of such ISO so that the sale
constitutes a disqualifying disposition for ISO treatment under the Code, no
provision of this Plan shall be construed as prohibiting such a sale.

            (h) This Plan was adopted by the Corporation on May , 1998, by
virtue of its approval by the Corporation's Board of Directors and the approval
by the majority of the stockholders of the Corporation.

         12. Determination of Fair Market Value. In granting ISOs under this
Plan, the Board or the Stock Option Committee shall make a good faith
determination as to the fair market value of the Stock at the time of granting
the ISO.

         13. Restrictions on Issuance of Stock. The Corporation shall not be
obligated to sell or issue any shares of Stock pursuant to the exercise of an
Option unless the Stock with respect to which the Option is being exercised is
at that time effectively registered or exempt from registration under the
Securities Act of 1933, as amended, and any other applicable laws, rules and
regulations. The Corporation may condition the exercise of an Option granted in
accordance herewith upon receipt from the Eligible Person, or any other
purchaser thereof, of a written representation that at the time of such exercise
it is his or her then present intention to acquire the shares of Stock for
investment and not with a view to, or for sale in connection with, any
distribution thereof; except that, in the case of a legal representative of an
Eligible Person, "distribution" shall be defined to exclude distribution by will
or under the laws of descent and distribution. Prior to issuing any shares of
Stock pursuant to the exercise of an Option, the Corporation shall take such
steps as it deems necessary to satisfy any withholding tax obligations imposed
upon it by any level of government.

         14. Exercise in the Event of Death of Termination or Employment.

            (a) Except as may otherwise be provided under the terms of the
Option, if an optionee shall die (i) while an employee of the Corporation or a
Subsidiary or (ii) within three months after termination of his employment with
the Corporation or a Subsidiary because of his disability, or retirement or
otherwise, his Options may be exercised, to the extent that the optionee shall
have been entitled to do so on the date of his death or such termination of
employment, by the person or persons to whom the optionee's right under the
Option pass by will or applicable law, or if no such person has such right, by
his executors or administrators, at any time, or from time to time. In the event
of termination of employment because of his death while an employee or because
of disability, his Options may be exercised not later than the expiration date
specified in Paragraph 5 or one



                                       5
<PAGE>


year after the optionee's death, whichever date is earlier, or in the event of
termination of employment because of retirement or otherwise, not later than the
expiration date specified in Paragraph 5 hereof or one year after the optionee's
death, whichever date is earlier.

            (b) Except as may otherwise be provided under the terms of the
Option, if an optionee's employment by the Corporation or a Subsidiary shall
terminate because of his disability and such optionee has not died within the
following three months, he may exercise his Options, to the extent that he shall
have been entitled to do so at the date of the termination of his employment, at
any time, or from time to time, but not later than the expiration date specified
in Paragraph 5 hereof or one year after termination of employment, whichever
date is earlier.

            (c) If an optionee's employment shall terminate by reason of his
retirement in accordance with the terms of the Corporation's tax-qualified
retirement plans if any, or with the consent of the Board or the Stock Option
Committee or involuntarily other than by termination for cause, and such
optionee has not died within the following three months, he may exercise his
Option to the extent he shall have been entitled to do so at the date of the
termination of his employment, at any time and from to time, but not later than
the expiration date specified in Paragraph 5 hereof or 30 days after termination
of employment, whichever date is earlier. For purposes of this Paragraph 14,
termination for cause shall mean; (i) termination of employment for cause as
defined in the optionee's Employment Agreement or (ii) in the absence of an
Employment Agreement for the optionee, termination of employment by reason of
the optionee's commission of a felony, fraud or willful misconduct which has
resulted, or is likely to result, in substantial and material damage to the
Corporation or a Subsidiary, all as the Board or the Stock Option Committee in
its sole discretion may determine.

            (d) If an optionee's employment shall terminate for any reason other
than death, disability, retirement or otherwise, all right to exercise his
Option shall terminate at the date of such termination of employment absent
specific provisions in the optionee's Option Agreement.

         15. Corporate Events. In the event of the proposed dissolution or
liquidation of the Corporation, a proposed sale of all or substantially all of
the assets of the Corporation, a merger or tender for the Corporation's shares
of Common Stock the Board of Directors may declare that each Option granted
under this Plan shall terminate as of a date to be fixed by the Board of
Directors; provided that not less than 30 days written notice of the date so
fixed shall be given to each Eligible Person holding an Option, and each such
Eligible Person shall have the right, during the period of 30 days preceding
such termination, to exercise his Option as to all or any part of the shares of
Stock covered thereby, including shares of Stock as to which such Option would
not otherwise be exercisable. Nothing set forth herein shall extend the term set
for purchasing the shares of Stock set forth in the Option.



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<PAGE>

         16. No Guarantee of Employment. Nothing in this Plan or in any writing
granting an Option will confer upon any Eligible Person the right to continue in
the employ of the Eligible Person's employer, or will interfere with or restrict
in any way the right of the Eligible Person's employer to discharge such
Eligible Person at any time for any reason whatsoever, with or without cause.

         17. Nontransferability. Except as may be provided under the terms of
any Option; no Option granted under the Plan shall be transferable other than by
will or by the laws of descent and distribution. During the lifetime of the
optionee, an Option shall be exercisable only by him.

         18. No Rights as Stockholder. No optionee shall have any rights as a
stockholder with respect to any shares subject to his Option prior to the date
of issuance to him of a certificate or certificates for such shares.

         19. Amendment and Discontinuance of Plan. The Corporation's Board of
Directors may amend, suspend or discontinue this Plan at any time; however, no
such action may prejudice the rights of any Eligible Person who has prior
thereto been granted Options under this Plan. Further, no amendment to this Plan
which has the effect of (a) increasing the aggregate number of shares of Stock
subject to this Plan (except for adjustments pursuant to Paragraph 3 herein), or
(b) changing the definition of Eligible Person under this Plan, may be effective
unless and until approval of the stockholders of the Corporation is obtained in
the same manner as approval of this Plan is required. The Corporation's Board of
Directors is authorized to seek the approval of the Corporation's stockholders
for any other changes it proposes to make to this Plan which require such
approval, however, the Board of Directors may modify the Plan, as necessary, to
effectuate the intent of the Plan as a result of any changes in the tax,
accounting or securities laws treatment of Eligible Persons and the Plan,
subject to the provisions set forth in Paragraphs 18, 19 and 20.

         20. Compliance with Rule 16b-3. This Plan is intended to comply in all
respects with Rule 16b-3 ("Rule 16b-3") promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with respect to participants who are subject to Section 16 of
the Exchange Act, and any provision(s) herein that is/are contrary to Rule 16b-3
shall be deemed null and void to the extent appropriate by either the Stock
Option Committee or the Corporation's Board of Directors.

         21. Compliance with Code. The aspects of this Plan on ISOs is intended
to comply in every respect with Section 422 of the Code and the regulations
promulgated thereunder. In the event any future statute or regulation shall
modify the existing statute, the aspects of this Plan on ISOs shall be deemed to
incorporate by reference such modification. Any stock option agreement relating
to any Option granted pursuant to this Plan outstanding and unexercised at the
time any modifying statute or regulation becomes



                                       7
<PAGE>


effective shall also be deemed to incorporate by reference such modification and
no notice of such modification need be given to optionee.

         If any provision of the aspects of this Plan on ISOs is determined to
disqualify the shares purchasable pursuant to the Options granted under this
Plan from the special tax treatment provided by Code Section 422, such provision
shall be deemed null and void and to incorporate by reference the modification
required to qualify the shares for said tax treatment.

         22. Compliance With Other Laws and Regulations. The Plan, the grant and
exercise of Options thereunder, and the obligation of the Corporation to sell
and deliver Stock under such options, shall be subject to all applicable federal
and state laws, rules, and regulations and to such approvals by any government
or regulatory agency as may be required. The Corporation shall not be required
to issue or deliver any certificates for shares of Stock prior to (a) the
listing of such shares on any stock exchange or over-the-counter market on which
the Stock may then be listed and (b) the completion of any registration or
qualification of such shares under any federal or state law, or any ruling or
regulation of any government body which the Corporation shall, in its sole
discretion, determine to be necessary or advisable. Moreover, no Option may be
exercised if its exercise or the receipt of Stock pursuant thereto would be
contrary to applicable laws.

         23. Disposition of Shares. In the event any share of Stock acquired by
an exercise of an Option granted under the Plan shall be transferable other than
by will or by the laws of descent and distribution within two years of the date
such Option was granted or within one year after the transfer of such Stock
pursuant to such exercise, the optionee shall give prompt written notice thereof
to the Corporation or the Stock Option Committee.

         24. Name. The Plan shall be known as the "PetMed Express, Inc. 1998
Stock Option Plan."

         25. Notices. Any notice hereunder shall be in writing and sent by
certified mail, return receipt requested or by facsimile transmission (with
electronic or written confirmation of receipt) and when addressed to the
Corporation shall be sent to it at its office, 3350 NW 53 Street, Fort
Lauderdale, Florida 33309 and when addressed to the Board of Directors shall be
sent to it at 3350 NW 53 Street, Fort Lauderdale, Florida 33309 subject to the
right of either party to designate at any time hereafter in writing some other
address, facsimile number or person to whose attention such notice shall be
sent.

         26. Headings. The headings preceding the text of Sections and
subparagraphs hereof are inserted solely for convenience of reference, and shall
not constitute a part of this Plan nor shall they affect its meaning,
construction or effect.

         27. Effective Date. This Plan was adopted by the Board of Directors of
the Corporation on      , 1998. The effective date of the Plan shall be the same
date.



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<PAGE>


Dated as of ___________________, 1998.

                                            PetMed Express, Inc.

                                            By:______________________________
                                               Marc A. Puleo, M.D., President



                                       9
<PAGE>



                                                                [NSO GRANT FORM]

                              PETMED EXPRESS, INC.
                                3350 NW 53 Street
                         Fort Lauderdale, Florida 33309

                                                               Date:  __________

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

Dear __________:

         The Board of Directors of PetMed Express, Inc. (the "Corporation") is
pleased to award you an Option pursuant to the provisions of the PetMed Express,
Inc. 1998 Stock Option Plan (the "Plan"). This letter will describe the Option
granted to you. Attached to this letter is a copy of the Plan. The terms of the
Plan also set forth provisions governing the Option granted to you. Therefore,
in addition to reading this letter you should also read the Plan. Your signature
on this letter is an acknowledgment to us that you have read and understand the
Plan and that you agree to abide by its terms. All terms not defined in this
letter shall have the same meaning as in the Plan.



         1. Type of Option. You are granted an NSO. Please see in particular
Section 11 of the Plan.

         2. Rights and Privileges. Subject to the conditions hereinafter set
forth, we grant you the right to purchase __________ shares of Stock at
$__________ per share.

         3. Time of Exercise. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.

         4. Method of Exercise. The Options shall be exercised by written notice
to the Chairman of the Board of Directors at the Corporation's principal place
of business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make delivery of the shares of
Stock subject to the conditions described in Section 13 of the Plan.

         5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:

            (a) __________, 199_, being __________ years from the date of grant
pursuant to the provisions of Section 2 of this Agreement; or




<PAGE>


            (b) The expiration of three months following the date your
employment terminates with the Corporation and any of its subsidiaries included
in the Plan for any reason, other than by reason of death or permanent
disability. As used herein, "permanent disability" means your inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months; or

            (c) The expiration of 12 months following the date your employment
terminates with the Corporation and any of its subsidiaries included in the
Plan, if such employment termination occurs by reason of your death or by reason
of your permanent disability (as defined above).

         6. Securities Laws.

         The Option and the shares of Stock underlying the Option have not been
registered under the Securities Act of 1933, as amended (the "Act"). The
Corporation has no obligations to ever register the Option or the shares of
Stock underlying the Option. All shares of Stock acquired upon the exercise of
the Option shall be "restricted securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the shares shall bear an
appropriate legend restricting their transfer. Such shares cannot be sold,
transferred, assigned or otherwise hypothecated without registration under the
Act or unless a valid exemption from registration is then available under
applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.

         7. Binding Effect. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.

         8. Date of Grant. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.

                                   Very truly yours,

                                   By:_______________________________
                                      Marc A. Puleo, M.D., President

AGREED AND ACCEPTED:

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


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<PAGE>




                                                    [ALTERNATIVE NSO GRANT FORM]

                               OPTION TO PURCHASE

                                  COMMON STOCK

                                       OF

                              PetMed Express, Inc.

         This is to certify that __________________ ("Optionee") is entitled,
subject to the terms and conditions hereinafter set forth, to purchase
___________ shares of Common Stock, par value $.001 per share (the "Common
Shares"), of PetMed Express, Inc., a Florida corporation (the "Company"), from
the Company at the price per share and on the terms set forth herein and to
receive a certificate for the Common Shares so purchased on presentation and
surrender to the Company with the subscription form attached, duly executed and
accompanied by payment of the purchase price of each share purchased either in
cash or by certified or bank cashier's check or other check payable to the order
of the Company.

         The purchase rights represented by this Option are exercisable
commencing on the date hereof through and including ___________________ at a
price per Common Share of $_____.

         The purchase rights represented by this Option are exercisable at the
option of the registered owner hereof in whole at any time, or in part from time
to time, within the period specified; provided, however, that such purchase
rights shall not be exercisable with respect to a fraction of a Common Share. In
case of the purchase of less than all the Common Shares purchasable under this
Option, the company shall cancel this Option on surrender hereof and shall
execute and deliver a new Option of like tenor and date for the balance of the
Common Shares purchasable hereunder.

         The Company agrees at all times to reserve or hold available a
sufficient number of Common Shares to cover the number of shares issuable on
exercise of this and all other Options of like tenor then outstanding.

         This Option shall not entitle the holder hereof to any voting rights or
other rights as a stockholder of the Company, or to any other rights whatever
except the rights herein expressed and such as are set forth, and no dividends
shall be payable or accrue in respect of this Option or the interest represented
hereby or the Common Shares purchasable hereunder until or unless, and except to
the extent that, this Option shall be exercised.




<PAGE>


         In the event that the outstanding Common Shares hereafter are changed
into or exchanged for a different number or kind of shares or other securities
of the Company or of another corporation by reason of merger, consolidation,
other reorganization, recapitalization, reclassification, combination of shares,
stock split-up or stock dividend:

            (a) The aggregate number and kind of Common Shares subject to this
Option shall be adjusted appropriately;

            (b) Rights under this Option, both as to the number of subject
Common Shares and the Option price, shall be adjusted appropriately; and

            (c) Where dissolution or liquidation of the Company or any merger or
combination in which the Company is not a surviving corporation is involved,
this Option shall terminate, but the registered owner of this Option shall have
the right, immediately prior to such dissolution, liquidation, merger or
combination, to exercise the Option in whole or in part to the extent that it
shall not have been exercised.

         The Optionee shall have the right to exercise all or a portion of this
Option as follows:

            (a) At any time and from time to time on or prior to the expiration
date, by surrendering at the principal office of the Company this Option and by
paying the exercise price by check or wire transfer to the Company as to the
number of Common Shares as to which the Option is being exercised (the "Exercise
Amount") and receiving in exchange therefor the number of Common Shares equal to
the Exercise Amount; and/or

            (b) At any time and from time to time on or prior to the expiration
date, by surrendering at the principal office of the Company this Option and
receiving in exchange therefor the number of Common Shares equal to the product
of the Exercise Amount multiplied by a fraction, the numerator of which is the
market price less the exercise price and the denominator of which is such market
price. The market price shall be equal to the average closing price of the
Common Shares for the five trading days preceding the notice of exercise; and/or

            (c) At any time and from time to time on or prior to the expiration
date, by surrendering at the principal office of the Company this Option and by
surrendering Common Shares of the Company valued at the market price, as
determined above, and receiving in exchange therefor the number of Common Shares
equal to the Exercise Amount.

            (d) The Optionee may use one or more of the methods of exercise
outlined above when exercising this Option.

         The foregoing adjustments and the manner of application of the
foregoing provisions may provide for the elimination of fractional share
interests.



                                       2
<PAGE>


         The Option and all rights hereunder shall not be transferable otherwise
than by will or the laws of descent and distribution.

         The Company shall not be required to issue or deliver any certificate
for Common Shares purchased on exercise of this Option or any potion thereof
prior to fulfillment of all the following conditions:

            (a) The completion of any required registration or other
qualification of such shares under any federal or state law or under the rulings
or regulations of the Securities and Exchange Commission or any other government
regulatory body which is necessary;

            (b) The obtaining of any approval or other clearance from any
federal or state government agency which is necessary;

            (c) The obtaining from the registered owner of the Option a
representation in writing, as required, that the owner is acquiring such Common
Shares for the owner's own account for investment and not with a view to, or for
sale in connection with, the distribution of any part thereof, if the Options
and the related shares have not been registered under the Securities Act of
1933, as amended (the "Act"); and

            (d) The placing on the certificate, as required, of an appropriate
legend and the issuance of stop transfer instructions in connection therewith if
this Option and the related shares have not been registered under the Act to the
following effect:

         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE
         AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
         PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE
         SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN ACQUIRED
         FOR PURPOSES OF INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
         PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION. FURTHERMORE, NO
         OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT
         THE PRIOR WRITTEN APPROVAL OF COUNSEL OF THE ISSUER BEING AFFIXED TO
         THIS CERTIFICATE. THE TRANSFER AGENT HAS BEEN ORDERED TO EXECUTE
         TRANSFERS OF THIS CERTIFICATE ONLY IN ACCORDANCE WITH THE ABOVE
         INSTRUCTIONS."



                                       3
<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Option to be executed
by the signature of its duly authorized officer.

                                         PetMed Express, Inc.

                                         By:_____________________________
                                         Its:        President

Dated:



                                       4
<PAGE>



                                SUBSCRIPTION FORM

                  (To be executed by the registered holder to exercise the
                  rights to purchase Common Shares evidenced by the within
                  Option.)


PetMed Express, Inc.
3350 NW 53 Street
Fort Lauderdale, Florida 33309

         The undersigned hereby irrevocably subscribes for ____________ Common
Shares pursuant to and in accordance with the terms and conditions of this
Option, and herewith makes payment of $________ therefor, and requests that a
certificate for such Common Shares be issued in the name of the undersigned and
be delivered to the undersigned at the address stated below, and if such number
of shares shall not be all of the shares purchasable hereunder, that a new
Option of like tenor for the balance of the remaining Common Shares purchasable
hereunder shall be delivered to the undersigned at the address stated below.

Dated:___________________  Signed:____________________________________

                           Address: __________________________________

                                    __________________________________

                                    __________________________________




                                       5
<PAGE>


                                                                [ISO GRANT FORM]

                                                         Date:  ________________

                              PetMed Express, Inc.
                                3350 NW 53 Street
                         Fort Lauderdale, Florida 33309

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

Dear _______________:

         The Board of Directors of PetMed Express, Inc. (the "Corporation") is
pleased to award you an Option pursuant to the provisions of the PetMed Express,
Inc. 1998 Stock Option Plan (the "Plan"). This letter will describe the Option
granted to you. Attached to this letter is a copy of the Plan. The terms of the
Plan also set forth provisions governing the Option granted to you. Therefore,
in addition to reading this letter you should also read the Plan. Your signature
on this letter is an acknowledgment to us that you have read and under-stand the
Plan and that you agree to abide by its terms. All terms not defined in this
letter shall have the same meaning as in the Plan.

         1. Type of Option. You are granted an ISO. Please see in particular
Section 11 of the Plan.

         2. Rights and Privileges. Subject to the conditions hereinafter set
forth, we grant you the right to purchase __________ shares of Stock at
$__________ per share, the current fair market value of a share of Stock.

         3. Time of Exercise. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.

         4. Method of Exercise. The Options shall be exercised by written notice
to the Chairman of the Board of Directors at the Corporation's principal place
of business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make delivery of the shares of
Stock subject to the conditions described in Section 13 of the Plan.

         5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:

            (a) _____________, 199___, being __________ years from the date of
grant pursuant to the provisions of Section 2 of this Agreement; or


                                       6

<PAGE>



            (b) The expiration of thirty (30) days following the date your
employment terminates with the Corporation and any of its subsidiaries included
in the Plan for any reason, other than by reason of death or permanent
disability. As used herein, "permanent disability" means your inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months; or

            (c) The expiration of 12 months following the date your employment
terminates with the Corporation and any of its subsidiaries included in the
Plan, if such employment termination occurs by reason of your death or by reason
of your permanent disability (as defined above).

         6. Securities Laws.

         The Option and the shares of Stock underlying the Option have not been
registered under the Securities Act of 1933, as amended (the "Act"). The
Corporation has no obligations to ever register the Option or the shares of
Stock underlying the Option. All shares of Stock acquired upon the exercise of
the Option shall be "restricted securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the shares shall bear an
appropriate legend restricting their transfer. Such shares cannot be sold,
transferred, assigned or otherwise hypothecated without registration under the
Act or unless a valid exemption from registration is then available under
applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.

         7. Binding Effect. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.

         8. Date of Grant. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.

                                        Very truly yours,

                                        By:_______________________________
                                               Marc A. Puleo, President

AGREED AND ACCEPTED:

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




                                        7
<PAGE>


                                                                 [NSO GRANT FORM
                                                            WITH RELOAD OPTIONS]

                              PetMed Express, Inc.
                                3350 NW 53 Street

                         Fort Lauderdale, Florida 33309

                                                               Date:  __________

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

Dear __________:

         The Board of Directors of PetMed Express, Inc. (the "Corporation") is
pleased to award you an Option pursuant to the provisions of the PetMed Express,
Inc. 1998 Stock Option Plan (the "Plan"). This letter will describe the Option
granted to you. Attached to this letter is a copy of the Plan. The terms of the
Plan also set forth provisions governing the Option granted to you. Therefore,
in addition to reading this letter you should also read the Plan. Your signature
on this letter is an acknowledgment to us that you have read and understand the
Plan and that you agree to abide by its terms. All terms not defined in this
letter shall have the same meaning as in the Plan.

         1. Type of Option. You are granted an NSO. Please see in particular
Section 11 of the Plan. --------------

         2. Rights and Privileges.

            (a) Subject to the conditions hereinafter set forth, we grant you
the right to purchase __________ shares of Stock at $__________ per share.

            (b) In addition to the Option granted hereby (the "Underlying
Option"), the Corporation will grant you a reload option (the "Reload Option")
as hereinafter provided. A Reload Option is hereby granted to you if you acquire
shares of Stock pursuant to the exercise of the Underlying Option and pay for
such shares of Stock with shares of Common Stock of the Corporation already
owned by you (the "Tendered Shares"). The Reload Option grants you the right to
purchase shares of Stock equal in number to the number of Tendered Shares. The
date on which the Tendered Shares are tendered to the Corporation in full or
partial payment of the purchase price for the shares of Stock acquired pursuant
to the exercise of the Underlying Option is the Reload Grant Date. The exercise
price of the Reload Option is the fair market value of the Tendered Shares on
the Reload




<PAGE>

Grant Date. The fair market value of the Tendered Shares shall be the low
closing bid price per share of the Corporation's Common Stock on the Reload
Grant Date. The Reload Option shall vest equally over a period of __________
(___) years, commencing on the first anniversary of the Reload Grant Date, and
on each anniversary of the Reload Grant Date thereafter; however, no Reload
Option shall vest in any calendar year if it would allow you to purchase for the
first time in that calendar year shares of Stock with a fair market value in
excess of $100,000, taking into account ISOs previously granted to you. The
Reload Option shall expire on the earlier of (i) __________ (___) years from the
Reload Grant Date, or (ii) in accordance with Paragraph 5(b), or (iii) in
accordance with Paragraph 5(c) as set forth herein. If vesting of the Reload
Option is deferred, then the Reload Option shall vest in the next calendar year,
subject, however, to the deferral of vesting previously provided. Except as
provided herein the Reload Option is subject to all of the other terms and
provisions of this Agreement governing Options.

         3. Time of Exercise. The Option may be exercised at any time and from
time to time beginning when the right to purchase the shares of Stock accrues
and ending when they terminate as provided in Section 5 of this letter.

         4. Method of Exercise. The Options shall be exercised by written notice
to the Chairman of the Board of Directors at the Corporation's principal place
of business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make delivery of the shares of
Stock subject to the conditions described in Section 13 of the Plan.

         5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:

            (a) __________, 199_, being __________ years from the date of grant
pursuant to the provisions of Section 2 of this Agreement; or

            (b) The expiration of three months following the date your
employment terminates with the Corporation and any of its subsidiaries included
in the Plan for any reason, other than by reason of death or permanent
disability. As used herein, "permanent disability" means your inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months; or

            (c) The expiration of 12 months following the date your employment
terminates with the Corporation and any of its subsidiaries included in the
Plan, if such employment termination occurs by reason of your death or by reason
of your permanent disability (as defined above).



                                        2
<PAGE>


         6. Securities Laws.

         The Option and the shares of Stock underlying the Option have not been
registered under the Securities Act of 1933, as amended (the "Act"). The
Corporation has no obligations to ever register the Option or the shares of
Stock underlying the Option. All shares of Stock acquired upon the exercise of
the Option shall be "restricted securities" as that term is defined in Rule 144
promulgated under the Act. The certificate representing the shares shall bear an
appropriate legend restricting their transfer. Such shares cannot be sold,
transferred, assigned or otherwise hypothecated without registration under the
Act or unless a valid exemption from registration is then available under
applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.

         7. Binding Effect. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.

         8. Date of Grant. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.

                                         Very truly yours,

                                         By:_______________________________
                                               Marc A. Puleo, President

AGREED AND ACCEPTED:

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


                                       3