SECOND AMENDED AND RESTATED
                         EXECUTIVE EMPLOYMENT AGREEMENT

         THIS SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this
"Agreement") is made and entered into as of the 17TH day of January, 2000 (the
"Effective Date"), between PetMed Express, Inc., a Florida corporation, whose
principal place of business is 1441 S.W. 29th Avenue, Pompano Beach, Florida
33069 and any of its successors or affiliated companies (collectively, "the
Company") and Marc A. Puleo, M.D., an individual whose address is 2400 N.E. 44th
Court, Lighthouse Point, FL 33064 ("the Executive").

                                    RECITALS

         A. The Company is a Florida corporation and is principally engaged in
the business of marketing, distributing and selling prescription and
non-prescription pet medications and pet-related products for household pets
("the Business").

         B. The Company presently employs the Executive and desires to continue
to employ the Executive and the Executive desires to continue in the employ of
the Company.

         C. The Company has established a valuable reputation and goodwill in
its business, with expertise in all aspects of the Business.

         D. The Executive, by virtue of the Executive's employment with the
Company has become familiar with and possessed with the manner, methods, trade
secrets and other confidential information pertaining to the Company's business,
including the Company's client base.

         E. The Company and the Executive have previously entered into that
certain Amended and Restated Employment Agreement as of May 1, 1998 ("the
Original Agreement"), which is hereby amended in its entirety.

         NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Company and the Executive do hereby agree as follows:

         1. Recitals. The above recitals are true, correct, and are herein
incorporated by reference.

         2. Employment. The Company hereby continues the employment of the
Executive, and the Executive agrees to continue in the employment of the
Company, upon the terms and conditions set forth below.


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         3. Authority and Power During Employment Period.

                  a. Duties and Responsibilities. During the term of this
         Agreement, the Executive will serve as President and Chief Executive
         Officer of the Company and shall have general executive operating
         supervision over the property, business and affairs of the Company, its
         subsidiaries and divisions, subject to the guidelines and direction of
         the Board of Directors of the Company. It is further the intention of
         the parties that at all times during the "Term," as hereinafter
         defined, of the Agreement, the Executive shall serve as Chairman of the
         Board of Directors of the Company and in accordance with the Bylaws of
         the Company.

                  b. Time Devoted. Throughout the term of the Agreement, the
         Executive shall devote substantially all of the Executive's business
         time and attention to the business and affairs of the Company
         consistent with the Executive's senior executive position with the
         Company, except for reasonable vacations and except for illness or
         incapacity, but nothing in the Agreement shall preclude the Executive
         from engaging in personal business, including as a member of the board
         of directors of related companies, charitable and community affairs,
         provided that such activities do not interfere with the regular
         performance of the Executive's duties and responsibilities under this
         Agreement.

                  c. Additional Responsibilities of Executive. Executive agrees
         to be bound by the Executive's Guidelines, if applicable, a copy of
         which has been provided to the Company (or to the extent that such
         Guidelines have not yet been formulated, at such time as such
         Guidelines are adopted by the Company).

         4. Term. The Term of employment hereunder will commence on the date as
set forth above and terminate two (2) years from the Effective Date, and such
term shall automatically be extended for each successive year thereafter unless
(1) the parties mutually agree in writing to alter or amend the terms of the
Agreement; or (2) one of the parties exercises its right, pursuant to Section 6
herein, to terminate this employment relationship.

         5. Compensation and Benefits.

                  a. Base Salary. For all services rendered by the Executive
         pursuant to the terms of this Agreement and in consideration of the
         execution of this Agreement by the Executive, the Executive shall be
         paid a salary, in accordance with the Company's policies from time to
         time for senior executives, at an annual rate of $150,000, subject to
         increase from time to time upon the review and determination of the
         Board of Directors, which review shall be conducted no less frequent
         than annually ("the Base Salary").

                  b. Bonuses and Options. The Executive will be entitled to
         receive such bonuses and options as the Board of Directors may
         determine from time to time


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                  c. Performance-based Bonus. On the earlier of (i) the fiscal
         year in which the Company should report (a) Revenues (as hereinafter
         defined) of at least twenty million dollars ($20,000,000) and (b)
         Income From Operations (as hereinafter defined) of at least two million
         dollars ($2,000,000) for any fiscal year on or before the fiscal year
         ending March 31, 2000 or (ii) March 31, 2001, the Executive shall be
         entitled to a performance-based bonus of options to purchase up to an
         additional 600,000 shares of Common Stock of the Company. Such options,
         which shall be exercisable for a period of five (5) years from the date
         of grant at an exercise price of $1.25 per share, shall be granted
         under the Company's 1998 Stock Option Plan. For the purposes of this
         Agreement, "Revenues" shall mean the total gross revenues of the
         Company from all sources and "Income From Operations" shall mean the
         Revenues less the cost of the Revenues and all selling, general and
         administrative expenses as reflected on the Company's audited financial
         statements for the periods therein. The audited financial statements of
         the Company, accompanied by the accountant's report of the Company's
         then principal independent accountants for such fiscal year, shall be
         conclusive as to the determination of the satisfaction of the
         performance based criteria. In the event the Company should meet such
         performance based criteria, the options shall be granted to the
         Executive on the date the audited financial statements are issued by
         the Company's principal independent accountants.

                  d. Executive Benefits. The Executive shall be entitled to
         participate in all benefit programs of the Company currently existing
         or hereafter made available to executives and/or other salaried
         employees, at the Executive's sole option, including, but not limited
         to, pension and other retirement plans, group life insurance,
         hospitalization, surgical and major medical coverage, sick leave,
         compensation continuation, vacation and holidays, cellular telephone
         and all related costs and expenses, long-term disability, and other
         fringe benefits ("the Executive Benefits").

                  e. Vacation. During each fiscal year of the Company, the
         Executive shall be entitled to five (5) weeks of vacation time and to
         utilize such vacation as the Executive shall determine; provided
         however, that the Executive shall evidence reasonable judgment with
         regard to appropriate vacation scheduling.

                  f. Business Expense Reimbursement. During the Term of
         employment, the Executive shall be entitled to receive proper
         reimbursement for all reasonable, out-of-pocket expenses incurred by
         the Executive (in accordance with the policies and procedures
         established by the Company for its senior executive officers) in
         performing services hereunder, provided the Executive properly accounts
         therefor.

                  g. Automobile Expense. The Company shall provide the Executive
         with an automobile of Executive's choice. The Company shall also be
         responsible for

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         all expenses in connection with such automobile including, but not
         limited to, maintenance, insurance and gas.

         6. Termination.

                  a. Death. This Agreement will terminate upon the death of the
         Executive; however, the Executive's Base Salary shall be paid to the
         Executive's designated beneficiary, or, in the absence of such
         designation, to the estate or other legal representative of the
         Executive, for a period of six (6) months from and after the date of
         death at the annual rate in effect immediately prior to his death.
         Other death benefits will be determined in accordance with the terms of
         the Company's benefit programs and plans.

                  b. Disability.

                           (1) The Executive's employment will terminate in the
                  event of his disability, upon the first day of the month
                  following the determination of disability as provided below.
                  Following such a termination, the Executive shall be entitled
                  to compensation in accordance with the Company's disability
                  compensation practice for senior executives, including any
                  separate arrangement or policy covering the Executive, but in
                  all events the Executive shall continue to receive his Base
                  Salary, at the annual rate in effect immediately prior to the
                  commencement of disability, for the 6 months following the
                  termination.. Any amounts provided for in this Section 6b
                  shall not be offset by other long-term disability benefits
                  provided to the Executive by the Company or Social Security.

                           (2) "Disability," for the purposes of this Agreement,
                  shall be deemed to have occurred if (A) the Executive is
                  unable, by reason of a physical or mental condition, to
                  perform his duties under this Agreement for an aggregate of
                  180 days in any 12-month period or (B) the Executive has a
                  guardian of the person or estate appointed by a court of
                  competent jurisdiction.

                  Anything herein to the contrary notwithstanding, if, following
                  a termination of employment due to disability, the Executive
                  becomes re-employed, whether as an executive or a consultant,
                  any compensation, annual incentive payments or other benefits
                  earned by the Executive from such employment shall not be
                  offset against any compensation continuation due to the
                  Executive hereunder.

                  c. Termination by the Company for Cause.

                           (1) Nothing herein shall prevent the Company from
                  terminating Executive for "Cause," as hereinafter defined. The
                  Executive shall continue

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                  to receive compensation only for the period ending with the
                  date of such termination as provided in this Section 6c. Any
                  rights and benefits the Executive may have in respect of any
                  other compensation shall be determined in accordance with the
                  terms of such other compensation arrangements or such plans or
                  programs.

                           (2) "Cause" shall mean (A) committing or
                  participating in an injurious act of fraud, gross neglect,
                  misrepresentation, embezzlement or dishonesty against the
                  Company; (B) committing or participating in any other
                  injurious act or omission wantonly, willfully, recklessly or
                  in a manner which was grossly negligent against the Company;
                  (C) engaging in a criminal enterprise involving moral
                  turpitude; (D) conviction for a felony under the laws of the
                  United States or any state thereof; (E) loss of any state or
                  federal license required for the Executive to perform the
                  Executive's material duties or responsibilities for the
                  Company; or (F) any assignment of this Agreement in violation
                  of Section 14 of this Agreement;

                           (3) Notwithstanding anything else contained in this
                  Agreement, this Agreement will not be deemed to have been
                  terminated for Cause unless and until there shall have been
                  delivered to the Executive a notice of termination stating
                  that the Executive committed one of the types of conduct set
                  forth in Section 6c(2) of this Agreement and specifying the
                  particulars thereof and the Executive shall be given a thirty
                  (30) day period to cure such conduct set forth in Section
                  6c(2).

                  d. Termination by the Company Other than for Cause.

                           (1) The foregoing notwithstanding, the Company may
                  terminate the Executive's employment for whatever reason it
                  deems appropriate; provided, however, that in the event such
                  termination is not based on Cause, as provided in Section 6c
                  above, the Company may terminate this Agreement upon giving 3
                  months' prior written notice. During such 3 month period, the
                  Executive shall continue to perform the Executive's duties
                  pursuant to this Agreement. Notwithstanding any such
                  termination, the Company shall continue to pay to the
                  Executive the Base Salary, Executive Benefits and Automobile
                  Expense he would be entitled to receive under this Agreement
                  for the balance of the Term of this Agreement; and at the end
                  of the 3 month period, the Company shall pay to the Executive
                  a lump sum equal to the Executive's annual Base Salary, as of
                  the date of termination.

                           (2) In the event that the Executive's employment with
                  the Company is terminated pursuant to this Section 6d, Section
                  6f or Section 6g, Section 7a of this Agreement and all
                  references thereto shall be inapplicable as to the Executive
                  and the Company.


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                  e. Voluntary Termination. If the Executive terminates the
         Executive's employment on the Executive's own volition (except as
         provided in Section 6f and/or Section 6g) prior to the expiration of
         the Term of this Agreement, including any renewals thereof, such
         termination shall constitute a voluntary termination and in such event
         the Executive shall be limited to the same rights and benefits as
         provided in connection with a termination for Cause as provided in
         Section 6c.

                  f. Constructive Termination of Employment. A termination by
         the Company without Cause under Section 6d shall be deemed to have
         occurred upon the occurrence of one or more of the following events
         without the express written consent of the Executive:

                           (1) a significant change in the nature or scope of
                  the authorities, powers, functions, duties or responsibilities
                  attached to Executive's position as described in Section 3, of
                  failure of the Executive to be elected to the Board of
                  Directors or

                           (2) a material breach of the Agreement by the
                  Company; or

                           (3) a material reduction of the Executive's benefits
                  under any employee benefit plan, program or arrangement (for
                  Executive individually or as part of a group) of the Company
                  as then in effect or as in effect on the Effective Date of the
                  Agreement, which reduction shall not be effectuated for
                  similarly situated employees of the Company; or

                           (4) failure by a successor company to assume the
                  obligations under the Agreement.

                           (5) a change in the Executive's principal office to a
                  location outside Palm Beach or Broward County, Florida.

                  Anything herein to the contrary notwithstanding, the Executive
                  shall give written notice to the Board of Directors of the
                  Company that the Executive believes an event has occurred
                  which would result in a Constructive Termination of the
                  Executive's employment under this Section 6f, which written
                  notice shall specify the particular act or acts, on the basis
                  of which the Executive intends to so terminate the Executive's
                  employment, and the Company shall then be given the
                  opportunity, within fifteen (15) days of its receipt of such
                  notice, to cure said event; provided, however, there shall be
                  no period permitted to cure a second occurrence of the same
                  event and in no event will there be any period to cure
                  following the occurrence of two events described in this
                  Section 6f.


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                  g. Termination Following a Change of Control.

                           (1) In the event that a Change in Control (as
                  hereinafter defined), of the Company shall occur at any time
                  during the Term hereof, the Executive shall have the right to
                  terminate the Executive's employment under this Agreement upon
                  thirty (30) days written notice given at any time within one
                  (1) year after the occurrence of such event, and such
                  termination of the Executive's employment with the Company
                  pursuant to this Section 6g(1), then, in any such event, such
                  termination shall be deemed to be a Termination by the Company
                  Other than for Cause and the Executive shall be entitled to
                  such Compensation and Benefits as set forth in Subsection 6d
                  of this Agreement.

                           (2) For purposes of this Agreement, a "Change in
                  Control" of the Company shall mean a change in control (A) as
                  set forth in Section 280G of the Internal Revenue Code or (B)
                  of a nature that would be required to be reported in response
                  to Item 1 of the current report on Form 8K, as in effect on
                  the date hereof, pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934 (the "Exchange Act"); provided
                  that, without limitation, such a change in control shall be
                  deemed to have occurred at such time as:

                                    (A) any "person", other than the Executive,
                           (as such term is used in Section 13(d) and 14(d) of
                           the Exchange Act) is or becomes the "beneficial
                           owner" (as defined in Rule 13d-3 under the Exchange
                           Act), directly or indirectly, of securities of the
                           Company representing fifty percent (50%) or more of
                           the combined voting power of the Company's
                           outstanding securities then having the right to vote
                           at elections of directors; or,

                                    (B) the individuals who at the commencement
                           date of the Agreement constitute the Board of
                           Directors cease for any reason to constitute a
                           majority thereof unless the election, or nomination
                           for election, of each new director was approved by a
                           vote of at least two thirds of the directors then in
                           office who were directors at the commencement of the
                           Agreement; or

                                    (C) there is a failure to elect three or
                           more (or such number of directors as would constitute
                           a majority of the Board of Directors) candidates
                           nominated by management of the Company to the Board
                           of Directors; or

                                    (D) the business of the Company for which
                           the Executive's services are principally performed is
                           disposed of by the Company pursuant to a partial or
                           complete liquidation of the Company, a sale

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                           of assets (including stock of a subsidiary of the
                           Company) or otherwise.

                           Anything herein to the contrary notwithstanding, this
                           Section 6g(2) will not apply where the Executive
                           gives the Executive's explicit written waiver stating
                           that for the purposes of this Section 6g(2), a Change
                           in Control shall not be deemed to have occurred. The
                           Executive's participation in any negotiations or
                           other matters in relation to a Change in Control
                           shall in no way constitute such a waiver which can
                           only be given by an explicit written waiver as
                           provided in the preceding sentence.

                           An "Attempted Change in Control" shall be deemed to
                           have occurred if any substantial attempt, accompanied
                           by significant work efforts and expenditures of
                           money, is made to accomplish a Change in Control, as
                           described in subparagraphs (A), (B), (C) or (D) above
                           whether or not such attempt is made with the approval
                           of a majority of the then current members of the
                           Board of Directors.

                           (3) If, within twelve (12) months of any Change in
                  Control of the Company or any Attempted Change in Control of
                  the Company, the Company terminates the employment of the
                  Executive under this Agreement, for any reason other than for
                  Cause as defined in Section 6c, or the Executive's employment
                  is constructively terminated as defined in Section 6g(4),
                  then, in any such event, such termination shall be deemed to
                  be a Termination by the Company Other than for Cause and the
                  Executive shall be entitled to such Compensation and Benefits
                  as set forth in Subsection 6d of this Agreement.

                           (4) Anything in this Section 6g to the contrary
                  notwithstanding, in no event will any action or non-action by
                  the Executive at any time prior to the first anniversary date
                  of the applicable Change in Control or Attempted Change in
                  Control (including any action or non-action prior to the
                  effective date of this Agreement) be deemed consent to any of
                  the events described in this Section 6g.

                           (5) Anything herein to the contrary notwithstanding,
                  if the circumstances giving rise to an Attempted Change in
                  Control are included in those circumstances giving rise to an
                  actual Change in Control the twelve (12) month period under
                  this Section 6 will be deemed to have recommenced on the date
                  the actual Change in Control occurred.

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         7. Covenant Not to Compete and Non-Disclosure of Information.

                  a. Covenant Not to Compete. Except as set forth in Section
         6d(2) of this Agreement, the Executive acknowledges and recognizes the
         highly competitive nature of the Company's business and the goodwill,
         continued patronage, and specifically the names and addresses of the
         Company's Clients (as hereinafter defined) constitute a substantial
         asset of the Company having been acquired through considerable time,
         money and effort. Accordingly, in consideration of the execution of
         this Agreement, the Executive agrees to the following:

                           (1) That during the Restricted Period (as hereinafter
                  defined) and within the Restricted Area (as hereinafter
                  defined), the Executive will not, individually or in
                  conjunction with others, directly or indirectly, engage in any
                  Business Activities (as hereinafter defined), whether as an
                  officer, director, proprietor, employer, partner, independent
                  contractor, investor (other than as a holder solely as an
                  investment of less than one percent (1%) of the outstanding
                  capital stock of a publicly traded corporation), consultant,
                  advisor, agent or otherwise.

                           (2) That during the Restricted Period and within the
                  Restricted Area, the Executive will not, directly or
                  indirectly, compete with the Company by soliciting, inducing
                  or influencing any of the Company's clients which have a
                  business relationship with the Company at the time during the
                  Restricted Period to discontinue or reduce the extent of such
                  relationship with the Company.

                           (3) That during the Restricted Period and within the
                  Restricted Area, the Executive will not (A) directly or
                  indirectly recruit, solicit or otherwise influence any
                  employee or agent of the Company to discontinue such
                  employment or agency relationship with the Company, or (B)
                  employ or seek to employ, or cause or permit any business
                  which competes directly or indirectly with the Business
                  Activities of the Company (the "Competitive Business") to
                  employ or seek to employ for any Competitive Business any
                  person who is then (or was at any time within 6 months prior
                  to the date Executive or the Competitive Business employs or
                  seeks to employ such person) employed by the Company.

                  b. Non-Disclosure of Information. The Executive acknowledges
         that the Company's trade secrets, private or secret processes, methods
         and ideas, as they exist from time to time, customer lists and
         information concerning the Company's products, services, training
         methods, development, technical information, marketing activities and
         procedures, credit and financial data concerning the Company and/or the
         Company's Clients, and (the "Proprietary Information") are valuable,
         special and unique assets of the Company, access to and knowledge of
         which are essential

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         to the performance of the Executive hereunder. In light of the highly
         competitive nature of the industry in which the Company's business is
         conducted, the Executive agrees that all Proprietary Information,
         heretofore or in the future obtained by the Executive as a result of
         the Executive's association with the Company shall be considered
         confidential.

                  In recognition of this fact, the Executive agrees that the
         Executive, during the Restricted Period, will not use or disclose any
         of such Proprietary Information for the Executive's own purposes or for
         the benefit of any person or other entity or organization (except the
         Company) under any circumstances unless such Proprietary Information
         has been publicly disclosed generally or, unless upon written advice of
         legal counsel reasonably satisfactory to the Company, the Executive is
         legally required to disclose such Proprietary Information. Documents
         (as hereinafter defined) prepared by the Executive or that come into
         the Executive's possession during the Executive's association with the
         Company are and remain the property of the Company, and when this
         Agreement terminates, such Documents shall be returned to the Company
         at the Company's principal place of business, as provided in the Notice
         provision (Section 10) of this Agreement.

                  c. Documents. "Documents" shall mean all original written,
         recorded, or graphic matters whatsoever, and any and all copies
         thereof, including, but not limited to: papers; books; records;
         tangible things; correspondence; communica tions; telex messages;
         memoranda; work-papers; reports; affidavits; statements; summaries;
         analyses; evaluations; client records and information; agreements;
         agendas; advertisements; instructions; charges; manuals; brochures;
         publications; directories; industry lists; schedules; price lists;
         client lists; statistical records; training manuals; computer
         printouts; books of account, records and invoices reflecting business
         operations; all things similar to any of the foregoing however
         denominated. In all cases where originals are not available, the term
         "Documents" shall also mean identical copies of original documents or
         non-identical copies thereof.

                  d. Company's Clients. The "Company's Clients" shall be deemed
         to be any persons, partnerships, corporations, professional
         associations or other organizations for whom the Company has performed
         Business Activities.

                  e. Restrictive Period. The "Restrictive Period" shall be
         deemed to be eighteen (18) months following termination of this
         Agreement, except as set forth in Section 6g(2) of this Agreement.

                  f. Restricted Area. The Restricted Area shall be deemed to
         mean within Broward County, Dade County, Monroe County and Palm Beach
         County, Florida and within any other county of any state in which the
         Company is providing service at the time of termination.


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                  g. Business Activities. "Business Activities" shall be deemed
         to include any business activities concerning marketing, distributing
         and selling prescription and non-prescription medications for pets and
         other pet-related products provided by the Company, and any additional
         activities which the Company or any of its affiliates may engage in
         during the 12 months prior to the termination of Executive's
         employment.

                  h. Covenants as Essential Elements of this Agreement. It is
         understood by and between the parties hereto that the foregoing
         covenants contained in Sections 7a and b are essential elements of this
         Agreement, and that but for the agreement by the Executive to comply
         with such covenants, the Company would not have agreed to enter into
         this Agreement. Such covenants by the Executive shall be construed to
         be agreements independent of any other provisions of this Agreement.
         The existence of any other claim or cause of action, whether predicated
         on any other provision in this Agreement, or otherwise, as a result of
         the relationship between the parties shall not constitute a defense to
         the enforcement of such covenants against the Executive.

                  i. Survival After Termination of Agreement. Notwithstanding
         anything to the contrary contained in this Agreement, the covenants in
         Sections 7a and b shall survive the termination of this Agreement and
         the Executive's employment with the Company.

                  j. Remedies.

                           (1) The Executive acknowledges and agrees that the
                  Company's remedy at law for a breach or threatened breach of
                  any of the provisions of Section 7a or b herein would be
                  inadequate and the breach shall be per se deemed as causing
                  irreparable harm to the Company. In recognition of this fact,
                  in the event of a breach by the Executive of any of the
                  provisions of Section 7a or b, the Executive agrees that, in
                  addition to any remedy at law available to the Company,
                  including, but not limited to monetary damages, all rights of
                  the Executive to payment or otherwise under this Agreement and
                  all amounts then or thereafter due to the Executive from the
                  Company under this Agreement may be terminated and the
                  Company, without posting any bond, shall be entitled to
                  obtain, and the Executive agrees not to oppose the Company's
                  request for equitable relief in the form of specific
                  performance, temporary restraining order, temporary or
                  permanent injunction or any other equitable remedy which may
                  then be available to the Company.

                           (2) The Executive acknowledges that the granting of a
                  temporary injunction, temporary restraining order or permanent
                  injunction merely prohibiting the use of Proprietary
                  Information would not be an adequate remedy upon breach or
                  threatened breach of Section 7a or b and conse quently agrees,
                  upon proof of any such breach, to the granting of injunctive

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                  relief prohibiting any form of competition with the Company.
                  Nothing herein contained shall be construed as prohibiting the
                  Company from pursuing any other remedies available to it for
                  such breach or threatened breach.

         8. Indemnification. The Executive shall continue to be covered by the
Articles of Incorporation and/or the Bylaws of the Company with respect to
matters occurring on or prior to the date of termination of the Executive's
employment with the Company, subject to all the provisions of Florida and
Federal law and the Articles of Incorporation and Bylaws of the Company then in
effect. Such reasonable expenses, including attorneys' fees, that may be covered
by the Articles of Incorporation and/or Bylaws of the Company shall be paid by
the Company on a current basis in accordance with such provision, the Company's
Articles of Incorporation and Florida law. To the extent that any such payments
by the Company pursuant to the Company's Articles of Incorporation and/or Bylaws
may be subject to repayment by the Executive pursuant to the provisions of the
Company's Articles of Incorporation or Bylaws, or pursuant to Florida or Federal
law, such repayment shall be due and payable by the Executive to the Company
within twelve (12) months after the termination of all proceedings, if any,
which relate to such repayment and to the Company's affairs for the period prior
to the date of termination of the Executive's employment with the Company and as
to which Executive has been covered by such applicable provisions.

         9. Withholding. Anything to the contrary notwithstanding, all payments
required to be made by the Company hereunder to the Executive or the Executive's
estate or beneficiaries shall be subject to the withholding of such amounts, if
any, relating to tax and other payroll deductions as the Company may reasonably
determine it should withhold pursuant to any applicable law or regulation. In
lieu of withholding such amounts, the Company may accept other arrangements
pursuant to which it is satisfied that such tax and other payroll obligations
will be satisfied in a manner complying with applicable law or regulation.

         10. Notices. Any notice required or permitted to be given under the
terms of this Agreement shall be sufficient if in writing and if sent postage
prepaid by registered or certified mail, return receipt requested; by overnight
delivery; by courier; or by confirmed telecopy, in the case of the Executive to
the Executive's last place of business or residence as shown on the records of
the Company, or in the case of the Company to its principal office as set forth
in the first paragraph of this Agreement, or at such other place as it may
designate.

         11. Waiver. Unless agreed in writing, the failure of either party, at
any time, to require performance by the other of any provisions hereunder shall
not affect its right thereafter to enforce the same, nor shall a waiver by
either party of any breach of any provision hereof be taken or held to be a
waiver of any other preceding or succeeding breach of any term or provision of
this Agreement. No extension of time for the performance of any obligation or
act shall be deemed to be an extension of time for the performance of any other
obligation or act hereunder.

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         12. Completeness and Modification. This Agreement constitutes the
entire understanding between the parties hereto superseding all prior and
contemporaneous agreements or understandings among the parties hereto concerning
the Employment Agreement. This Agreement may be amended, modified, superseded or
canceled, and any of the terms, covenants, representations, warranties or
conditions hereof may be waived, only by a written instrument executed by the
parties or, in the case of a waiver, by the party to be charged.

         13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one agreement.

         14. Binding Effect/Assignment. This Agreement shall be binding upon the
parties hereto, their heirs, legal representatives, successors and assigns. This
Agreement shall not be assignable by the Executive but shall be assignable by
the Company in connection with the sale, transfer or other disposition of its
business or to any of the Company's affiliates controlled by or under common
control with the Company.

         15. Governing Law. This Agreement shall become valid when executed and
accepted by Company. The parties agree that it shall be deemed made and entered
into in the State of Florida and shall be governed and construed under and in
accordance with the laws of the State of Florida. Anything in this Agreement to
the contrary notwithstand ing, the Executive shall conduct the Executive's
business in a lawful manner and faithfully comply with applicable laws or
regulations of the state, city or other political subdivision in which the
Executive is located.

         16. Further Assurances. All parties hereto shall execute and deliver
such other instruments and do such other acts as may be necessary to carry out
the intent and purposes of this Agreement.

         17. Headings. The headings of the sections are for convenience only and
shall not control or affect the meaning or construction or limit the scope or
intent of any of the provisions of this Agreement.

         18. Survival. Any termination of this Agreement shall not, however,
affect the ongoing provisions of this Agreement which shall survive such
termination in accordance with their terms.

         19. Severability. The invalidity or unenforceability, in whole or in
part, of any covenant, promise or undertaking, or any section, subsection,
paragraph, sentence, clause, phrase or word or of any provision of this
Agreement shall not affect the validity or enforceability of the remaining
portions thereof.


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<PAGE>


         20. Enforcement. Should it become necessary for any party to institute
legal action to enforce the terms and conditions of this Agreement, the
successful party will be awarded reasonable attorneys' fees at all trial and
appellate levels, expenses and costs.

         21. Venue. Company and Executive acknowledge and agree that the U.S.
District for the Southern District of Florida, or if such court lacks
jurisdiction, the 15th Judicial Circuit (or its successor) in and for Palm Beach
County, Florida, shall be the venue and exclusive proper forum in which to
adjudicate any case or controversy arising either, directly or indirectly, under
or in connection with this Agreement and the parties further agree that, in the
event of litigation arising out of or in connection with this Agreement in these
courts, they will not contest or challenge the jurisdiction or venue of these
courts.

         22. Construction. This Agreement shall be construed within the fair
meaning of each of its terms and not against the party drafting the document.

THE EXECUTIVE ACKNOWLEDGES THAT THE EXECUTIVE HAS READ ALL OF THE TERMS OF THIS
AGREEMENT, UNDERSTANDS THE AGREEMENT, AND AGREES TO ABIDE BY ITS TERMS AND
CONDITIONS.

IN WITNESS WHEREOF, the parties have executed this Agreement as of date set
forth in the first paragraph of this Agreement.

Witness:                                             THE COMPANY:
                                                     PETMED EXPRESS, INC.


--------------------------                 By: ---------------------------------

                                           Name:
                                                --------------------------------
                                           Its:
                                                --------------------------------


Witness:                                   THE EXECUTIVE

                                           /s/  Marc A. Puleo, M.D.
--------------------------                 -------------------------------------
                                                Marc A. Puleo, M.D.



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