<PAGE>   1
                                                                     EXHIBIT 4.5


THIS AGREEMENT AND THE UNDERLYING SHARES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY BLUE
SKY LAWS. THIS AGREEMENT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION
UNDER APPLICABLE SECURITIES LAWS.

                             STOCK OPTION AGREEMENT

<TABLE>
<CAPTION>

                                                 Vesting Schedule:

<S>                                 <C>                 <C>                          <C>
Exercise Price Per Share:           $                   Shares on       ________ __, 2000
                                                        Shares on       ________ __, 2001
Number of Shares:                                       Shares on       ________ __, 2002
                                                        Shares on       ________ __, 2003
Expiration Date:                                        Shares on       ________ __, 2004
                                                        Shares on       ________ __, 2005
</TABLE>


         Pet Quarters, Inc. (the "Company") and the individual identified below
(the "Participant"), enter into this [ ] NONQUALIFIED STOCK OPTION AGREEMENT /
[ ] INCENTIVE STOCK OPTION AGREEMENT (consisting of seven pages and three
Exhibits) as of _______________ ___, ____ (the "AGREEMENT"). Participant
acknowledges receipt of the Pet Quarters, Inc. Employee Equity Participation
Incentive Plan (the "PLAN") pursuant to which this Agreement has been executed.

PET QUARTERS, INC.                           PARTICIPANT


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


Name:                                        Name:
      --------------------------                  ------------------------------
             (printed)                                        (printed)

Title:
      --------------------------

                                    ARTICLE 1
                                  DEFINED TERMS

         Capitalized terms used herein and not otherwise defined herein shall
have the meaning assigned to such terms in the Plan.



<PAGE>   2

                                    ARTICLE 2
                     OPTION GRANT, EXERCISE AND REPLACEMENT

2.1      GRANT. This Agreement evidences the Company's grant to the Participant
         of the right and option to purchase, on the terms and conditions set
         forth herein and in the Plan (this "Option"), all or any part of the
         Shares listed on page one at the exercise price per share set forth on
         page one (the "Exercise Price"), exercisable as set forth herein, prior
         to the close of business on the [expiration date listed on page one]
         [the earlier of the termination date of the plan or the day before the
         tenth anniversary of the Award Date] [five years] (the "Expiration
         Date"). The Exercise Price equals the Fair Market Value of the
         Company's Common Stock as of the Award Date. If the Incentive Stock
         Option box is checked on page one, it is the intent of the Company that
         this Option constitute an incentive stock option within the meaning of
         Section 422 of the Code.

2.2      EXERCISABILITY. Subject to the Plan, this Option shall become
         exercisable in cumulative installments at the times set forth in the
         vesting schedule on page one. This Option shall only be exercisable in
         respect of whole Shares, and fractional Share interests shall be
         disregarded. At least 100 Shares must be purchased at one time unless
         the number purchased is the total number at the time available for
         purchase under this Option.

2.3      METHOD OF EXERCISE.

         2.3.1    CASH. Exercise of this Option for cash requires delivery to
                  the Secretary of the Company of (a) a Subscription Form in the
                  form of Exhibit A, (b) an executed Exercise Agreement in the
                  form of Exhibit C (the "Exercise Agreement"), (c) this Option,
                  and (d) payment made in accordance with and in a form
                  permitted by the Plan for the full Purchase Price of the
                  Shares to be purchased, subject to such further limitations
                  and rules or procedures as the Board may from time to time
                  establish as to any non-cash payment and as to the tax
                  withholding requirements of the Plan. In addition, the
                  Participant (or the Participant's Beneficiary or Personal
                  Representative) shall furnish any written statements required
                  by this Agreement or the Plan.

         2.3.2    CASHLESS EXERCISE. This Option can also be exercised, in whole
                  or in part, in a "cashless" exercise, upon delivery to the
                  Company of (a) a Cashless Exercise Form in the form of Exhibit
                  B, (b) an executed Exercise Agreement in the form of Exhibit
                  C, (c) this Option, and (d) any payments required under the
                  Plan or by the Board. In a cashless exercise, the right to
                  purchase each Share may be exchanged for that number of Shares
                  of Common Stock determined by multiplying the number one (1)
                  by a fraction, the numerator of which will be the difference
                  between (y) the then current Market Price and (z) the Exercise
                  Price, and the denominator of which will be the then current
                  Market Price.

2.4      ISSUANCE OF SHARES. Upon the exercise of this Option, the Company will
         immediately issue the Shares purchased to the person exercising this
         Option, and promptly deliver to such person a certificate or
         certificates representing such Shares. If this Option is


                                       2
<PAGE>   3

         exercised in part, the Company will promptly deliver to the person
         exercising this Option a new Option Agreement identical to this Option
         Agreement, dated the date hereof, but evidencing the right to purchase
         only the remaining Shares. The Company will pay all expenses, transfer
         taxes and other charges payable in connection with its issuance and
         delivery of such document.

2.5      CONTINUING RIGHT TO PURCHASE CUMULATIVELY. If the Participant does not
         in any year purchase all or any part of the Shares to which the
         Participant is entitled, then the Participant has the right
         cumulatively thereafter to purchase any Shares not so purchased and
         such right shall continue until this Option terminates or expires.

2.6      LOSS OF OPTION. Upon receipt of evidence reasonably satisfactory to the
         Company of the loss, theft, destruction or mutilation of this Option,
         and upon receipt of an indemnity satisfactory to the Company or, in the
         case of any such mutilation, upon surrender of this Option, the Company
         will deliver a new, identical Option.

                                    ARTICLE 3
                          CONSIDERATION TO THE COMPANY

         In consideration of the granting of this Option by the Company, the
Participant agrees to render faithful and efficient services to the Company,
with such duties and responsibilities as the Company shall from time to time
prescribe. Nothing contained in this Agreement or in any other documents related
to the Plan shall confer upon the Participant any night to continue performing
services for the Company or constitute any contract of employment, or interfere
in any way with the right of the Company to reduce such person's compensation or
other benefits or to terminate the services of the Participant, with or without
Cause.

                                    ARTICLE 4
                                   TERMINATION

4.1      TERMINATION OF OPTION UPON TERMINATION OF SERVICES. This Option and all
         other rights hereunder, to the extent not exercised, will terminate and
         become null and void upon the termination of Participant's services for
         the Company, except that:

         4.1.1    REASON OTHER THAN DEATH, TOTAL DISABILITY OR FOR CAUSE. If the
                  Participant's services for the Company terminate for any
                  reason other than death, Total Disability or for Cause, the
                  Participant has 90 days after the date of termination to
                  exercise this Option to the extent this Option was exercisable
                  on the date of termination.

         4.1.2    FOR CAUSE. If the Participant's services for the Company are
                  terminated for Cause, this Option shall lapse immediately upon
                  the Participant's termination of services for the Company.

         4.1.3    TOTAL DISABILITY. If the Participant's services for the
                  Company are terminated as a result of a Total Disability, or
                  if the Participant suffers a Total Disability within


                                       3
<PAGE>   4

                  90 days of any termination of services under this SECTION 4.1,
                  the Participant or the Participant's Personal Representative,
                  as the case may be, shall have 180 days from the date of Total
                  Disability (or, if earlier, the date of termination of
                  Participant's services) to exercise this Option to the extent
                  this Option was exercisable on such date.

         4.1.4    DEATH. If the Participant dies while in the service of the
                  Company, or within 90 days after any termination of services
                  described in this SECTION 4.1, then this Option may be
                  exercised within a period of 180 days after the Participant's
                  date of death (or, if earlier, the date of termination of
                  Participant's services), by the Participant's Beneficiary to
                  the extent this Option was exercisable on the such date.

4.2      TERMINATION OF OPTION ON EXPIRATION DATE. Notwithstanding the
         foregoing, in no event may this Option be exercised by anyone after the
         Expiration Date.

4.3      TERMINATION OF OPTION ON CERTAIN EVENTS. The Board retains the right to
         terminate this Option to the extent not previously exercised upon an
         event or transaction in which the Company does not survive.

                                    ARTICLE 5
                             RESTRICTIONS ON SHARES

5.1      LEGEND. Shares issued pursuant to this Option are subject to certain
         restrictions on disposition under the Exercise Agreement, and a
         repurchase right under the Exercise Agreement. The Shares will bear, in
         addition to any other legends which may be required by the Plan, this
         Agreement or applicable securities laws, a legend evidencing this
         restriction on disposition and this repurchase right,

5.2      SECURITIES ACT LEGEND. Shares issued pursuant to this Option will bear,
         in addition to any other legends which may be required by the Plan,
         this Agreement or applicable securities laws, a legend similar to
         legend on page one of this Agreement, to the extent necessary under
         applicable Securities Laws.

                                    ARTICLE 6
              PRIVILEGES OF STOCK OWNERSHIP; NONDISTRIBUTIVE INTENT

6.1      RESTRICTION ON RIGHT. The Participant shall not be, nor have any of the
         rights or privileges of, a shareholder of the Company in respect of the
         Shares unless and until certificates representing such Shares are
         issued by the Company to the Participant. Upon the issuance and
         transfer of Shares to the Participant pursuant to the Exercise
         Agreement, unless a registration statement is in effect under the
         Securities Act of 1933, as amended, ("SECURITIES ACT") and applicable
         state securities laws, relating to such issued and transferred Shares,
         the Shares may be issued and transferred to the Participant only if he
         or she represents and warrants in writing to the Company the items
         covered in the Exercise Agreement. The Participant or any other person
         then entitled to exercise this



                                       4

<PAGE>   5

         Option or portion thereof will indemnify the Company against and hold
         it free and harmless from any loss, damage, expense or liability
         resulting to the Company if any sale or distribution of the Shares by
         such person is contrary to the representations and agreement referred
         to above.

6.2      STOP-TRANSFER. The Board may take whatever additional actions it deems
         appropriate to insure the observance and performance of such
         representations and agreement and to effect compliance with the
         Securities Act and any other federal or state securities laws or
         regulations. Without limiting the generality of the foregoing, the
         Board may require an opinion of counsel acceptable to it to the effect
         that any subsequent transfer of Shares acquired upon exercise of this
         Option does not violate the Securities Act, and may issue stop-transfer
         orders covering such Shares. No Shares shall be issued and transferred
         unless and until there shall have been full compliance with any then
         applicable regulatory requirements (including those of exchanges upon
         which any Common Stock of the Company may be listed).

                                    ARTICLE 7
                                  MISCELLANEOUS

7.1      ASSIGNMENTS. This Agreement and all of the provisions hereof shall be
         binding upon and inure to the benefit of the parties hereto and their
         respective successors and permitted assignees. Except as otherwise
         provided in the Plan, neither this Agreement nor any of the rights,
         interests or obligations hereunder shall be assigned or transferred by
         either party without the prior written consent of the other.

7.2      NOTICES. Any notice to be given under the terms of this Agreement shall
         be in writing and addressed to the Company at its principal off-ice to
         the attention of the President and Chairman, and to the Participant at
         the address given to the Company for payroll purposes, or at such other
         address as either party may hereafter designate in writing (which may
         be a facsimile). Notice will be deemed to have been given and received
         when delivered to the address specified by the party to receive the
         notice. Either party may, at any time by giving five (5) days' prior
         written notice to the other, designate any other address in
         substitution of the foregoing address.

7.3      PLAN. This Option and all rights of the Participant under this
         Agreement are subject to, and the Participant agrees to be bound by,
         all of the terms and conditions of the provisions of the Plan, all of
         which are incorporated herein by this reference, to the extent such
         provisions are applicable. In the event of a conflict or inconsistency
         between the terms and conditions of this Agreement and of the Plan, the
         terms and conditions of the Plan shall govern. Unless otherwise
         expressly provided in other sections of this Agreement, provisions of
         the Plan that confer discretionary authority on the Board do not (and
         shall not be deemed to) create any rights in the Participant unless
         such rights are expressly set forth herein or are otherwise in the sole
         discretion of the Board so conferred by appropriate action of the Board
         under the Plan after the date hereof.



                                       5
<PAGE>   6

7.4      NOTICE OF DISPOSITION. The Participant agrees to notify the Company of
         any intended sale or other disposition of any shares of Common Stock
         received upon exercise of this Option.

7.5      INTERPRETATION. If any claim is made by the Participant relating to any
         conflict, omission or ambiguity in this Agreement, no presumption or
         burden of proof or persuasion will be implied because this Agreement
         was prepared by or at the request of the Company or its counsel. The
         Participant acknowledges that the Participant has had the opportunity
         to consult with the Participant's own counsel prior to the execution
         hereof

7.6      AMENDMENTS. Except as otherwise provided in the Plan, any amendments to
         this Agreement must be in writing and designated as an amendment, and
         signed by both parties hereto.

7.7      SEVERABILITY. The provisions of this Agreement are severable. The
         invalidity, in whole or in part, of any provision of this Agreement
         shall not affect the validity or enforceability of any other of its
         provisions. If one or more provisions hereof shall be declared invalid
         or unenforceable, the remaining provisions shall remain in full force
         and effect and shall be construed in the broadest possible manner to
         effectuate the purposes hereof. The parties further agree to replace
         such void or unenforceable provisions of this Agreement with valid and
         enforceable provisions which will achieve, to the extent possible, the
         economic, business and other purposes of the void or unenforceable
         provisions.

7.8      HEADLINES REFERENCES; EXHIBITS. The headings in this Agreement are only
         for convenience and ease of reference and are not to be considered in
         construction or interpretation of this Agreement, nor as evidence of
         the intention of the parties hereto. All exhibits, schedules and
         appendices attached to this Agreement are incorporated herein. Except
         where otherwise indicated, all references in this Agreement to Sections
         refer to Sections of this Agreement.

7.9      COUNTERPARTS. This Agreement may be executed in separate counterparts,
         each of which shall be deemed an original, and when executed,
         separately or together, all of such counterparts shall constitute a
         single original instrument, effective in the same manner as if all
         parties hereto had executed one and the same instrument.

7.10     ENTIRE AGREEMENT. This Agreement (together with its Exhibits and other
         documents referred to herein) is the complete and exclusive statement
         of agreement and understanding of the parties with respect to matters
         in this Agreement and is a complete and exclusive statement of the
         terms and conditions thereof. This Agreement replaces and supersedes
         all prior written or oral agreements, statements, correspondence,
         negotiations and understandings by and among the parties with respect
         to the matters covered by it. No representation, statement, condition
         or warranty not contained in this Agreement is binding on the parties.



                                       6
<PAGE>   7

7.11     GOVERNING LAW. This Agreement shall be governed by and construed in
         accordance with the laws of the State of Arkansas, excluding that body
         of law relating to conflict of laws.



                                       7
<PAGE>   8




                                CONSENT OF SPOUSE

         In consideration of the execution of the foregoing Stock Option
Agreement by Pet Quarters, Inc., I, ____________________________________, the
spouse of the Participant herein named, do hereby agree to be bound by all of
the terms and provisions thereof and of the Plan.



DATED:
       --------------------                       ------------------------------
                                                  Signature of Spouse


                                                  ------------------------------
                                                  Name (printed)




                                       8
<PAGE>   9






                                    EXHIBIT A

                                SUBSCRIPTION FORM
                 TO BE EXECUTED UPON EXERCISE OF OPTION FOR CASH

         The undersigned exercises the right to purchase ______ Shares,
evidenced by (a) this Subscription Form, (b) the enclosed, executed Exercise
Agreement, (c) the enclosed Option, and (d) payment of the Purchase Price in
full ($__________________). Certificate(s) for such shares are to be issued and
delivered as set forth below.

                                             HOLDER

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

                                             Name:
                                                  ------------------------------

                                             Date:
                                                  ------------------------------

         If the Holder is other than the Participant, specify Holder's status as
(1) Beneficiary or (2) Personal Representative.

                                             -----------------------------------
                                             Status

Name to appear on the stock certificate:

         Printed Name:
                      ---------------------------------------------
         Address:
                      ---------------------------------------------

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

                      ---------------------------------------------
         Social Security Number:
                                -----------------------------------

         (or Employer Identification Number, or other identifying number)



If the foregoing exercise is not for all of the Shares purchasable under this
Option, please register and deliver a new Option for the unexercised portion as
follows:

         Printed Name:
                      ---------------------------------------------
         Address:
                      ---------------------------------------------

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

                      ---------------------------------------------
         Social Security Number:
                                -----------------------------------

         (or Employer Identification Number, or other identifying number)


                                      A-1

<PAGE>   10

                                    EXHIBIT B

                             CASHLESS EXERCISE FORM

         The undersigned Holder exercises the right to purchase _____________
Shares, evidenced by (a) this Cashless Exercise Form, (b) the enclosed, executed
Exercise Agreement, (c) the enclosed Option, and (d) any payments required under
the Plan or by the Board. The undersigned Holder requests that the Company
exchange the Option for Shares as provided in Section 2.3.2 of the Option.
Certificate(s) for such shares are to be issued and delivered as set forth
below. HOLDER

                                           -------------------------------------
                                           Name:
                                                --------------------------------
                                           Date:
                                                --------------------------------

         If the Holder is other than the Participant, specify Holder's status as
(1) Beneficiary or (2) Personal Representative.

                                           -------------------------------------
                                           Status

Name to appear on the stock certificate:

         Printed Name:
                      ---------------------------------------------
         Address:
                      ---------------------------------------------

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

                      ---------------------------------------------
         Social Security Number:
                                -----------------------------------
         (or Employer Identification Number, or other identifying number)

If the foregoing exercise is not for all of the Shares purchasable under this
Option, please register and deliver a new Option for the unexercised portion as
follows:

         Printed Name:
                      ---------------------------------------------
         Address:
                      ---------------------------------------------

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

                      ---------------------------------------------
         Social Security Number:
                                -----------------------------------
         (or Employer Identification Number, or other identifying number)

Calculation of Cashless Exercise:

         M =      Market Price (current):
                                            ---------------------
         E =      Exercise Price:
                                            ---------------------

         X = Number of Shares to be issued for each right to purchase one Share
             exchanged:

                    M-E
                  ------  =  ---------------------
                    M

Total number of Shares issuable:
                                 -----------------------

Total number of Shares to be issued:
                                     ------------------------


                                      B-1
<PAGE>   11


                                    EXHIBIT C

                               PET QUARTERS, INC.
                               EXERCISE AGREEMENT

         This Exercise Agreement (this "AGREEMENT"), dated as of is made and
entered into by and between Pet Quarters, Inc., an Arkansas corporation (the
"COMPANY"), and _________________ (the "PURCHASER").

                                    RECITALS

         WHEREAS, under the Company's Pet Quarters, Inc. Employee Equity
Participation Incentive Plan (the "Plan"), the Purchaser holds an option (the
"OPTION") to purchase all. or any part of a designated amount of authorized but
unissued shares of common stock of the Company and in connection therewith, as
evidenced by that certain Stock Option Agreement dated as of _________________
(the "OPTION AGREEMENT") of which this Agreement is a part and incorporated
therein;

         WHEREAS, the Purchaser desires to exercise the Option and purchase from
the Company and the Company wishes to issue and sell to the Purchaser shares of
its common stock, ("Common Stock"), in accordance with and subject to the terms
and conditions set forth in this Agreement.

         NOW, THEREFORE, in consideration of the above premises and the
representations, warranties, covenants and agreements contained in this
Agreement, and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE 1
                        PURCHASE AND SALE OF COMMON STOCK

1.1      COMMON STOCK. Upon the terms and conditions contained herein, the
         Company hereby sells and issues to the Purchaser, and the Purchaser
         purchases from the Company, at a purchase price of $ ____________ per
         share, __________ shares of Common Stock (the "SHARES").

1.2      PAYMENT AND DELIVERY. The Company hereby delivers to the Purchaser
         stock certificate(s) representing the Shares against delivery to the
         Company by the Purchaser of consideration of ________________________
         pursuant to either Section 2.3.1 or Section 2.3.2 of the Option
         Agreement. The Company acknowledges receipt of such consideration.



                                      C-1
<PAGE>   12

                                    ARTICLE 2
                           INVESTMENT REPRESENTATIONS

         The Purchaser acknowledges that the Shares are not being registered
under the Securities Act of 1933, as amended ("Act"), based, in part, on
reliance that the issuance of the Shares is exempt from registration under
Section 4(2) of the Act as not involving any public offering. The Purchaser
further acknowledges that the Company's reliance on such exemption is
predicated, in part, on the representations set forth below made by the
Purchaser to the Company:

2.1      FOR PURCHASER'S OWN ACCOUNT. The Purchaser is acquiring the Shares
         solely for the Purchaser's own account, for investment purposes only,
         and not with an intent to sell, or for resale in connection with any
         distribution of all or any portion of the Shares within the meaning of
         the Act;

2.2      RELATIONSHIP OR EXPERIENCE. Either (a) the Purchaser has a preexisting
         business relationship with the Company or its officers or directors, or
         (b) the Purchaser has sufficient business or financial experience, or
         has relied upon the advice of the Purchaser's legal counsel, tax
         advisors, and/or investment advisors, to have the capacity to protect
         the Purchaser's interests in connection with the purchase of the
         Shares;

2.3      RESTRICTED SECURITIES. The Purchaser understands that the Shares are
         characterized as "restricted securities" under the federal securities
         laws since the Shares are being acquired from the Company in a
         transaction not involving a public offering and that under such laws
         and applicable regulations such securities may be resold without
         registration under the Act only in certain limited circumstances. The
         Purchaser represents that the Purchaser is familiar with Rule 144
         promulgated under the Act, as presently in effect, and understands the
         resale limitations imposed thereby and by the Act; and

2.4      NO ORAL REPRESENTATION OR SOLICITATION. At no time was an oral
         representation made to the Purchaser relating to the purchase of the
         Shares nor was the Purchaser presented with or solicited by any
         leaflet, public or promotional meeting, newspaper or magazine article,
         radio or television advertisement or any other form of general
         advertising relating to the purchase of the Shares.

                                    ARTICLE 3
                             RESTRICTIONS ON SHARES

         The Purchaser agrees not to transfer the Shares except in accordance
with the express terms of this Section 3. Any attempted transfer in violation of
this Section 3 shall be void and of no effect.

3.1      COMPLIANCE WITH SECURITIES LAWS. Without in any way limiting the
         representations set forth above, the Purchaser further agrees not to
         make any disposition of all or any portion of the Shares, except in
         compliance with applicable state securities laws and unless and until:
         (a) there is then in effect a registration statement under the Act
         covering such


                                      C-2
<PAGE>   13

         proposed disposition and such disposition is made in accordance with
         such registration statement; (b) such disposition is made in accordance
         with Rule 144 under the Act; or (c) the Purchaser shall have notified
         the Company of the proposed disposition and shall have furnished the
         Company with a statement of the circumstances surrounding the proposed
         disposition, and if requested by the Company, the Purchaser shall have
         furnished the Company with an opinion of counsel acceptable to Company
         counsel, that such disposition will not require registration under the
         Act and will be in compliance with applicable state securities laws.

3.2      TRANSFEREES BOUND. Any transferee of Shares originally issued under
         this Agreement other than the Company, whether or not such transferee
         is a permitted transferee, shall be subject to the same restrictions as
         the transferor, and any attempted disposition of such shares or any
         interest therein by operation of law or otherwise to any other person
         without the written agreement of the transferee to be bound by the
         restrictions on transfer set forth in this Section 3 shall be null and
         void. Each proposed transferee must agree in writing to be bound by the
         restrictions on transfer of this Section 3.

3.3      LOCK-UP AGREEMENT. If at any time the Company proposes to register its
         Common Stock under the Act in connection with an underwritten public
         offering of the Company's Common Stock, the Purchaser agrees to enter
         into a lock-up agreement with the underwriter or underwriters selected
         for such underwriting by the Company restricting any offer, sale, offer
         to sell, contract to sell, grant of any option to purchase or otherwise
         sell, transfer, pledge, or dispose (collectively, a "Transfer") of any
         of the shares of Common Stock of the Company or any securities
         convertible into, or exchangeable or exercisable for, shares of the
         Company's Common Stock for a period commencing as of 14 days prior to
         and ending not more than one year after the effective date of a
         registration statement covering such public offering of the Company's
         securities. The Purchaser agrees and consents to the entry of
         stop-transfer instructions with the Company's transfer agent against
         the Transfer of the Company's securities beneficially owned by the
         Purchaser.

                                    ARTICLE 4
                            STOCK CERTIFICATE LEGENDS

         SECURITIES ACT LEGEND. Prior to registration under applicable federal
and state securities laws of the issuance of the Shares, all certificates
evidencing such Shares also shall bear the following legend and/or any other
appropriate or required legends under applicable laws or Section 6.4 of the
Plan:

                  "The shares represented by this certificate have not been
         registered or qualified under the Securities Act of 1933, as amended,
         (the "Act") or any state securities laws, have been acquired for
         investment purposes only, and no sale or transfer of such shares shall
         be valid or effective except (a) pursuant to a registration statement
         under the Act and registration or qualification under applicable state
         securities laws, each of which has become effective and is current



                                      C-3
<PAGE>   14

         with respect to the shares being sold; or (b) pursuant to a specific
         exemption from registration under the Act and applicable state
         securities laws, but only upon prior written authorization of such sale
         or transfer by counsel for, or other authorization by, Company."

                                    ARTICLE 5
                                  MISCELLANEOUS

5.1      CAPITALIZED TERMS. Capitalized terms not otherwise defined herein shall
         have the meaning specified in the Plan.

5.2      ASSIGNMENTS. This Agreement and all of the provisions hereof shall be
         binding upon and inure to the benefit of the parties hereto and their
         respective successors and permitted assigns. Neither this Agreement nor
         any of the rights, interests or obligations hereunder shall be assigned
         by either party without the prior written consent of the other;
         provided, however, the Company may assign its rights to any person.

5.3      NOTICES. Any notice, demand, request or other communication herein
         requested or permitted to be given shall be in writing and given in the
         manner set forth in the Option Agreement.

5.4      INTERPRETATION. If any claim is made by the Participant relating to any
         conflict, omission or ambiguity in this Agreement, no presumption or
         burden of proof or persuasion will be implied because this Agreement
         was prepared by or at the request of the Company or its counsel. The
         Participant acknowledges that the Participant has had the opportunity
         to consult with the Participant's own counsel prior to the execution
         hereof .

5.5      AMENDMENTS. Any amendments to this Agreement must be in writing and
         designated as an amendment, and signed by both parties hereto.

5.6      SEVERABILITY. The provisions of this Agreement are severable. The
         invalidity, in whole or in part, of any provision of this Agreement
         shall not affect the validity or enforceability of any other of its
         provisions. If one or more provisions hereof shall be declared invalid
         or unenforceable, the remaining provisions shall remain in full force
         and effect and shall be construed in the broadest possible manner to
         effectuate the purposes hereof. The parties further agree to replace
         such void or unenforceable provisions of this Agreement with valid and
         enforceable provisions which will achieve, to the extent possible, the
         economic, business and other purposes of the void or unenforceable
         provisions.

5.7      HEADINGS, REFERENCES; EXHIBITS. The headings in this Agreement are only
         for convenience and ease of reference and are not to be considered in
         construction or interpretation of this Agreement, nor as evidence of
         the intention of the parties hereto. All exhibits, schedules and
         appendices attached to this Agreement are incorporated herein. Except
         where otherwise indicated, all references in this Agreement to Sections
         refer to Sections of this Agreement.



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<PAGE>   15

5.8      COUNTERPARTS. This Agreement may be executed in separate counterparts,
         each of which shall be deemed an original, and when executed,
         separately or together, all of such counterparts shall constitute a
         single original instrument, effective in the same manner as if all
         parties hereto had executed one and the same instrument.

5.9      ENTIRE AGREEMENT. This Agreement (together with its Exhibits and other
         documents referred to herein) is the complete and exclusive statement
         of agreement and understanding of the parties with respect to matters
         in this Agreement and is a complete and exclusive statement of the
         terms and conditions thereof. This Agreement replaces and supersedes
         all prior written or oral agreements, statements, correspondence,
         negotiations and understandings by and among the parties with respect
         to the matters covered by it. No representation, statement, condition
         or warranty not contained in this Agreement is binding on the parties.

5.10     GOVERNING LAW. This Agreement shall be governed by and construed in
         accordance with the laws of the State of Arkansas, excluding that body
         of law relating to conflict of laws.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.

                                            PET QUARTERS, INC.

                                            By:
                                               ---------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
                                                  ------------------------------


                                            "PURCHASER"

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

                                            Name:
                                                 -------------------------------
                                            Address:
                                                    ----------------------------

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

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

                                            Social Security Number:
                                                                   -------------




FORM OF OWNERSHIP:         [ ] individual           [  ] community property
                           [ ] joint tenants        [  ] tenants in common



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