PROMISSORY NOTE (SECURED)


                                               Loan Amount:  $3,000,000.00

Maturity  Date:  February  19,  2004           Date:  As  of February  19,  2003


     For  value  received,  the  undersigned  HARTVILLE  GROUP,  INC.,  a Nevada
corporation  and  PETSMARKETING  INSURANCE.COM AGENCY, INC., an Ohio corporation
promise  to  pay to the order of SAMIR FINANCIAL II, L.L.C., an Illinois limited
liability  company  ("Lender")  located  at 20682 North Plumwood Drive, Kildeer,
Illinois  60047,  the  principal  sum  of  Three  Million  and  00/100  Dollars
($3,000,000.00)  plus  interest  on the principal balance remaining from time to
time  unpaid at the rate of two and one-half percent (2.50%) per month or thirty
percent  (30%)  per  year  ("Interest  Rate") to maturity, with interest payable
monthly  in  advance  commencing on February 19, 2003 and continuing on the same
day  each  month  thereafter  and  at maturity.  The undersigned shall prepay to
Lender  nine  (9)  months  of  interest  on  the  principal  amount of this Note
calculated at the Interest Rate (the "Prepaid Interest"), which Prepaid Interest
shall  be  paid  to  Lender  from  the  initial proceeds of the loan made to the
undersigned  under  this  Note.  In the event this Note is repaid in whole or in
part  prior  to  the  application  of  all  of the Prepaid Interest, the Prepaid
Interest  and  the  balance  due  and  owing  on  this  Note  will  be  adjusted
accordingly.  The  Prepaid Interest will be applied to interest when due on each
interest  payment  date  in  the  amount  necessary to pay such monthly interest
payment  and after the Prepaid Interest has been fully applied to such interest,
the  undersigned  shall  pay the monthly interest payment to Lender as set forth
above.  Interest  shall  be  calculated  on  the basis of a year of 360.  In the
event  that  the  Note  is prepaid in whole or in part, the Lender will promptly
return  to  undersigned  the  unapplied  portion  of  the  Prepaid  Interest.

     In  addition  to the payment of Prepaid Interest, the undersigned shall pay
to Lender a closing fee (the "Closing Fee") of $325,000.00, which Closing Fee is
fully  earned  and  payable  as  of  the  date  of  this  Note.

     The  entire unpaid balance of principal, accrued interest, fees and charges
due  shall  be  due  and payable on February 19, 2004 ("Maturity Date").  If any
payment  becomes due and payable on a Saturday, Sunday or any other day on which
a national bank located in Chicago, Illinois is closed for business the due date
shall  be  extended  to  the  next  business  day.

     The  balance  due  on  this  Note  may  be prepaid at any time prior to the
Maturity  Date  without  premium  or  penalty.

     After  the  date  of  any  Default  (defined below) or maturity, whether by
acceleration or otherwise, interest on the principal balance remaining from time
to  time  unpaid  shall  be  at  the  rate of three percent (3.00%) per month or
thirty-six  percent  (36%)  per  annum  ("Default  Rate").

     As  security  for  the  payment  and  performance  of  the  undersigned's
Liabilities,  the  undersigned  has  executed and delivered to Lender a Loan and
Security Agreement dated this date (the "Loan Agreement") covering all now owned
and  hereafter  acquired  personal property of the undersigned and certain other
agreements  and documents dated on or about the date of this Note (collectively,
the  "Financing  Security  Documents").  In  addition, the prompt payment of the
Liabilities  are  guaranteed  by  the  guaranty  of  W.  Russell  Smith  III.

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     The  undersigned,  any  endorsers  and  accommodation  parties hereby waive
presentment,  demand,  notice  of  dishonor,  protest  and  all  other  notices
whatsoever;  and  agree that the Lender may in its sole discretion, exercised in
good  faith  (defined  below),  from  time  to  time, extend or renew any of the
Liabilities  for  any  period  of  time  and  grant  any  releases, compromises,
extensions,  renewals,  modifications  or  indulgences  with respect to (i) this
Note; (ii) any Liabilities; (iii) any Collateral (defined below); or (iv) any of
the  undersigned  all  without  notice to or consent of any undersigned, without
affecting  in  any  manner the Liabilities of any undersigned to whom the Lender
has  not  expressly  in  writing  granted such a release, compromise, extension,
renewal,  modification or indulgence.  The undersigned hereby waives any and all
claims,  rights  (including  rights of set-off) and defenses against the Lender.

     The  undersigned  shall  give  prompt  written  notice to the Lender of the
occurrence  of  any  event,  condition  or  act  which  could  become  a Default
hereunder.

     Upon  and  after any Default, the Lender may in its sole discretion declare
any  or  all of the Liabilities to be immediately due and payable without notice
or  demand to the undersigned or any other person and exercise all of its rights
and  remedies  under  the  Financing Security Documents.  In connection with the
collection  of  this Note and in the enforcement or attempted enforcement of the
Lender's  rights and remedies hereunder, the undersigned shall pay all costs and
expenses of the Lender, including all reasonable attorneys', paralegals' opinion
witness  or  professional  fees  and all other costs of any legal proceedings or
appeal,  if any, (including the reasonably allocated cost to the Lender of using
internal  counsel,  if applicable), replevin bonds, and court costs.  The Lender
may  demand,  sue  for,  collect,  or  make  any compromise, renewal, extension,
settlement,  release, exchange or take any other action to protect its interests
with  respect  to  any  of the Liabilities.  Further, the Lender may at any time
dishonor  any  checks  and  drafts  drawn by the undersigned on the Lender.  The
undersigned  agrees  that  the  Lender  at any time following the occurrence and
during  the  continuance  of  a  Default,  shall  have  the  right  to  set-off,
appropriate  and  apply  toward  the  payment of any of the Liabilities, whether
matured  or  unmatured, in such order of application as the Lender may from time
to  time elect, any cash, credits, deposits, accounts, securities, and any other
property,  whether  matured  or unmatured, of the undersigned in the possession,
custody  or  control  of  the  Lender  for  any  reason.

     THE UNDERSIGNED ACKNOWLEDGES THAT THIS NOTE IS BEING ACCEPTED BY THE LENDER
IN  PARTIAL  CONSIDERATION  OF  THE  LENDER'S  RIGHT  TO ENFORCE IN THE STATE OF
ILLINOIS  AND  THE  COUNTY  OF  COOK  THE  TERMS  AND  PROVISIONS HEREUNDER; THE
UNDERSIGNED  CONSENTS  TO JURISDICTION IN, AND CONSTRUCTION OF THIS NOTE AND ANY
OTHER FINANCING LOAN DOCUMENTS UNDER THE LAWS OF THE STATE OF ILLINOIS AND VENUE
IN  THE  COUNTY  OF  COOK  FOR SUCH PURPOSES; THE UNDERSIGNED WAIVES ANY AND ALL
RIGHTS  TO CONTEST JURISDICTION AND VENUE OF THE STATE OF ILLINOIS AND COUNTY OF
COOK  OVER  THE  UNDERSIGNED  FOR  THE  PURPOSE  OF ENFORCING THIS NOTE; AND THE
UNDERSIGNED  WAIVES  ANY  AND  ALL  RIGHTS  TO  COMMENCE  ANY ACTION, WHETHER BY
COMPLAINT,  COUNTER-COMPLAINT OR CROSS-COMPLAINT OR COUNTERCLAIM WITH RESPECT TO
THE  LIABILITIES, AGAINST THE LENDER IN ANY JURISDICTION OTHER THAN IN THE STATE
OF  ILLINOIS  AND  IN  THE  COUNTY  OF  COOK.

<PAGE>

     THE  UNDERSIGNED  WAIVES  PERSONAL  SERVICE OF ANY AND ALL PROCESS UPON THE
UNDERSIGNED,  AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY U.S. MAIL
OR MESSENGER OR REPUTABLE OVERNIGHT DELIVERY SERVICE DIRECTED TO THE UNDERSIGNED
AT  THE  ADDRESS SET FORTH HEREIN AND THAT SERVICE SO MADE SHALL BE DEEMED TO BE
COMPLETED  UPON  THE EARLIER OF ACTUAL RECEIPT, DELIVERY OR THREE (3) DAYS AFTER
THE  SAME  SHALL  HAVE  BEEN  POSTED  TO  THE  UNDERSIGNED.

     THE  UNDERSIGNED  WAIVES  ALL RIGHTS TO TRIAL BY JURY OF ANY CLAIM OR CAUSE
ARISING  BETWEEN  THE  UNDERSIGNED  AND  LENDER  AT  ANY  TIME.

     This  Note  shall  be  binding  upon  each  of the undersigned and upon the
undersigned's  respective  heirs, estates, legal representatives, successors and
assigns,  and  shall  inure  to the benefit of the Lender and its successors and
assigns.

     The undersigned on demand from the Lender shall pay to the Lender all costs
and  expenses  incurred  or paid by the Lender for any reason in connection with
this  Note,  the other Financing Security Documents or the Collateral, including
but  not  limited  to  reasonable  attorneys',  paralegals'  opinion  witness or
professional  fees  and  all  other  costs whatsoever (including the cost to the
Lender of using internal counsel, if applicable) for (i) enforcing or attempting
to  enforce  any  of  the  Lender's  rights  and  remedies  with  respect to the
Collateral  and  the  Liabilities;  (ii) providing counsel and assistance to the
Lender  on  any  matters  involving  this  Note,  the  other  Financing Security
Documents  or  the Collateral, including the preparation of this Note, the other
Financing  Security  Documents  and  any  extensions, renewals, modifications or
amendments  thereof;  and  (iii)  protecting,  selling,  leasing,  managing,  or
otherwise disposing of the Collateral and collecting the Liabilities.  Until the
Lender is fully paid, such costs and expenses shall be added to the Liabilities,
secured  by  the Collateral, be payable on demand and shall bear interest at the
highest interest rate applicable under this Note.  The undersigned hereby agrees
to  indemnify,  defend  and  hold  the  Lender harmless from any and all claims,
causes of action, damages, losses and liabilities relating to any act or failure
to  act  by  the  Lender  in  any  manner with respect to the Liabilities or the
Collateral,  and  from  any  and  all  claims,  causes  of  action,  losses, and
liabilities  by,  against, between or among the undersigned arising out of or in
connection  with  any  of  the  Liabilities  or  the  Collateral.

     THIS  NOTE HAS BEEN DELIVERED IN CHICAGO, ILLINOIS AND SHALL BE GOVERNED BY
THE  INTERNAL  LAWS OF THE STATE OF ILLINOIS (EXCLUDING CONFLICTS OF LAW RULES).
If  any court of competent jurisdiction determines any provision hereunder to be
prohibited  or  invalid  or  unenforceable  under applicable law, such provision
shall  be  ineffective  only  to  the extent of such prohibition, invalidity, or
unenforceability  without  prohibiting, invalidating and rendering unenforceable
the  remainder of the provisions of this Note.  The Lender reserves the right to
waive  or refrain from waiving any right or remedy under this Note.  No delay or
omission  on  the part of the Lender in exercising any right or remedy hereunder
shall  operate  as  a  waiver  of  such right or remedy or of any other right or
remedy  under  this  Note  or any other instrument, document, agreement or other
writing  relating  thereto.  A waiver on any one occasion shall not be construed
as  a  bar  to or waiver of any such right or remedy on any future occasion.  No
waiver  shall  be deemed to have been made, unless such waiver is in writing and
signed  by  an  authorized officer of the Lender.  Unless otherwise provided for
hereunder,  any  notice  required  to  be given by the undersigned or the Lender
shall  be  given  if  deposited  in the mail, postage prepaid, and mailed to the
respective  party  at  the  address  shown  on  this  Note,  otherwise  if  the
undersigned's  address  is  absent  hereunder,  then  to  the  address  of  the
undersigned on the records of the Lender.  If a notice is so served by mail, the
effective  date  such  note  is  deemed to be given shall be the fifth (5th) day
following  the  date  of  deposit  in the U.S. Mail. No change in address of the
undersigned  or  the  Lender  shall  be effective, unless sent in writing to the
other  party  at  the  address  shown  on  this  Note.

<PAGE>

     The  terms  used  herein  are  defined  as  follows:

A.     "Collateral"  means  (i)  any  real or personal property and interests in
property  of the undersigned in which the Lender now or hereafter has a security
interest in or lien on or against as security for payment and performance of the
Liabilities;  and  (ii)  any  other property and interests of the undersigned in
property  of  every  kind  or  description,  whether  now  owned  or existing or
hereafter  acquired  or  arising, now or hereafter in the possession, custody or
control  of, or in transit to the Lender, whether as collateral security for any
Liabilities  or  for  any  other purpose, including without limitation all cash,
deposits,  securities,  dividends,  distributions,  chattel  paper, instruments,
documents  and  in  all  accessions  and  additions  thereto,  substitutes  and
replacements  therefor,  and  in  all  of  the  products  and  proceeds thereof.

B.     "Default" means any one or more of the Events of Default set forth in the
Loan  Agreement.

C.     "Good  faith"  means  honesty  in  fact  in  the  conduct  or transaction
concerned,  as  determined  on  a  subjective  basis.

D.     "Liabilities" means any and all liabilities, obligations and indebtedness
of  any  of the undersigned to the Lender for payment of any and all amounts due
under this Note and any other instruments, documents, or agreements which at any
time  secure  or  are  delivered in connection with the Liabilities, and for any
other liabilities, indebtedness, and obligations of every kind and nature of any
of  the  undersigned  to  the  Lender whether heretofore, now owing or hereafter
owing,  due  or payable, howsoever created, arising or evidenced, whether direct
or  indirect,  absolute  or  contingent, primary or secondary, joint or several,
whether  existing or arising through discount, overdraft, purchase, direct loan,
by  operation  of  law,  or  otherwise,  together  with  reasonable  attorneys',
paralegals'  opinion witness or professional fees and all other costs whatsoever
(including  the  reasonably  allocated  cost  to  the  Lender  of using internal
counsel,  if  applicable)  relating  to  protecting  and  enforcing the Lender's
rights,  remedies  and  security  interests  hereunder,  including  advising the
Lender,  or drafting any documents for the Lender at any time in connection with
the  Liabilities.  Liabilities  includes all of the liabilities, obligations and
indebtedness  of any partnership owing now or in the future to the Lender by the
partnership,  while  any  of the undersigned may have been or may be a member of
such  partnership.

<PAGE>

E.     "Undersigned"  means  each  maker  signing  this  Note  and  the  word
"undersigned"  in  the  singular  form  shall  include  the  plural form, unless
otherwise  designated.  Each  such  undersigned  shall  be jointly and severally
obligated  hereunder,  subject  to  the  terms  and  conditions contained in the
Financing  Security  Documents.

F.     This Note and any documents executed and delivered to the Lender pursuant
hereto  constitute  the  entire agreement between the parties and may be amended
only  by  a  writing signed by an authorized individual on behalf of each party.

G.     This  Note  may  be  signed  in  any number of counterparts with the same
effect  as  if  the  signature thereto and hereto were upon the same instrument.

     THE  UNDERSIGNED ACKNOWLEDGES AND AFFIRMS THAT THE UNDERSIGNED HAS REVIEWED
AND  UNDERSTANDS  THE  TERMS  AND  PROVISIONS  OF  THIS  NOTE.

     SIGNED  AND  DELIVERED in Chicago, Illinois, by the undersigned, as of this
19th  day  of  February,  2003.

                              HARTVILLE  GROUP,  INC.


                              By: /s/ W. Russell Smith III
                                  -----------------------------
                              Name:  W.  Russell  Smith  III
                              Title: President



                              PETSMARKETING INSURANCE.COM AGENCY, INC.


                              By: /s/ W. Russell Smith III
                                  ----------------------------------
                              Name:  W.  Russell  Smith  III
                              Title: President


                              ADDRESS:
                              7551 N. Main Street
                              North Canton, Ohio  44720

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