EXECUTION
COPY

      


      MERGER
AGREEMENT

      


      This
Merger Agreement (this “Agreement") is entered into as of September 23, 2009 by
and among PawsPlus,
Inc.  a  Delaware  corporation  ("PAWSPLUS"),
PawsPlus  Acquisition Corporation,  a
Delaware  corporation  which is a
wholly-owned  subsidiary of PawsPlus ("Acquisition"), and Animal
Health Associates, Inc., a Florida corporation (together with its affiliated
companies, "AHAI").

      


      RECITALS

      


      A.                      AHAI
and PAWSPLUS desire to consummate a merger (the "Merger"), wherein
the  shareholders  of AHAI
will  exchange  all of the issued and  outstanding
common stock of AHAI for newly issued shares of common stock of
PAWSPLUS,  Acquisition  will merge with and
into  AHAI,  and AHAI  will become a wholly-owned
subsidiary of PAWSPLUS.

      


      B.                      The
parties desire to structure the transactions contemplated herein so that, after
the Merger as provided herein,
the  current  shareholders  of AHAI
(defined  in  Section  3.5  below)  will  hold
Series A Preferred Shares convertible into approximately 30,006,894 shares of
the common stock of PAWSPLUS, constituting approximately 33% of the issued and
outstanding  shares of PAWSPLUS (on a fully converted basis), and the
current  shareholders of PAWSPLUS will hold approximately 61,225,531
shares of PAWSPLUS (on a fully converted basis),
constituting  approximately 67% of the issued
and  outstanding of PAWSPLUS (on a fully converted
basis).

      


      C.                      It
is the  intent  of
the  parties  that  the  Merger  qualify  as
a corporate reorganization under Section 368(a)(2)(E) of the Internal Revenue
Code of 1986, as amended (the "Code").

      


      AGREEMENT

      


      IN
CONSIDERATION of the mutual promises and covenants herein, including the
recitals, which form a part of this Agreement, the parties hereby agree as
follows:

      


      1.       MERGER
AND EXCHANGE OF SECURITIES.

      


      1.1      CONSUMMATION
OF MERGER.  If this Agreement is duly adopted by the holders of the
requisite number of shares, in accordance with the applicable laws and subject
to the provisions hereof, and the conditions set forth in Sections 6 and 7 are
met or waived, AHAI and Acquisition shall promptly enter into and file Articles
of Merger, under which Acquisition shall merge with and into AHAI, and AHAI
shall be the surviving corporation.  The Merger shall be consummated
at the time of filing the Articles of Merger ("the Effective Time"). For
accounting purposes, the Merger shall be effective at the conclusion of the last
day of the month preceding the Effective Time.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      1.2      EXCHANGE
OF SHARES AT THE EFFECTIVE TIME:

      


      1.2.1
EXCHANGE OF CERTIFICATES.  Each holder of a certificate or  certificates  representing  shares
of AHAI Common Stock ("Common") upon presentation  and
surrender  of
such  certificate  or  certificates  to
PAWSPLUS,  shall be  entitled to receive the consideration
set forth herein.  Upon such presentation, surrender, and exchange as
provided in this Section 1.2, certificates representing shares of
AHAI   previously held shall be canceled.   Until
so presented and surrendered, each certificate which represented issued and
outstanding shares of AHAI at the Effective Time shall be deemed for all
purposes to evidence the right to receive the consideration set forth in Section
1.2.2. If a certificate representing shares of AHAI common stock has been lost,
stolen, mutilated or destroyed, PAWSPLUS shall require the submission of an
indemnity agreement and may require the submission of a bond in lieu of such
certificate.

      


      1.2.2
CONSIDERATION FOR SHARES.  The holders of the Common Stock (the
“Common Holders,” each a "Common Holder") shall receive in exchange for each one
share of Common Stock approximately six shares of PAWSPLUS common
stock.

      


      1.2.3
FRACTIONAL SHARES.  If
the  number  of  common  shares
determined  for a Common Holder
as  provided  in  Section  1.2.2  results  in
a fractional share, the number of common shares to be received shall be rounded
to the next whole number of shares.

      


      1.2.4  REGISTRATION
OF SHARES.  The offer and sale of the PAWSPLUS common stock shall be
issued pursuant to an exemption from  registration  under
the Securities Act of 1933 (the "Securities  Act") and applicable
state securities laws.

      


      1.3      COMMON
STOCK OPTIONS OF PAWSPLUS  SHAREHOLDERS.  The holders of
existing PAWSPLUS options, as set forth on Schedule 4.3 hereto,
shall after the Effective Time, continue to hold such options, subject to the
existing PAWSPLUS Option Plan and the Agreement to amend capital
structure.

      


      2.       CLOSING
AND CLOSING DOCUMENTS.

      


      2.1      CLOSING.
The transactions contemplated by this Agreement shall be completed at a closing
("the Closing") on a closing date ("the Closing Date") which shall be as soon as
possible after all shareholder approvals are obtained in accordance with law and
as set forth in this Agreement, with the consummation of the
Merger,  as provided in Section 1.1, to take place as soon as
practicable thereafter.

      


      2.2      DOCUMENT
DELIVERIES AND PROCEDURES FOR CLOSING. On the Closing Date,  all of
the  documents to be furnished  to AHAI and
PAWSPLUS,  including  the documents to be
furnished  pursuant to Article VII of
this  Agreement,  shall be delivered  to Law
Offices of Thomas G. Amon, Esq. counsel to  PAWSPLUS,  to be
held in escrow until the Effective Time or the date of termination of this
Agreement, whichever first
occurs,  and  thereafter  shall be
promptly  distributed to the parties as their interests may
appear.

       

      
        
           

        

        
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      2.3      AHAI
CLOSING DOCUMENTS. AHAI shall deliver the following documents (collectively, the
"AHAI Closing Documents"):

      


      2.3.1
ARTICLES OF MERGER.  The Articles of Merger to be filed with the State
of Delaware, executed by AHAI;

      


      2.3.2
AHAI SHARE CERTIFICATES.  Certificates representing all of the
outstanding shares of AHAI common stock or indemnity agreements or bonds as
provided in Section 1.2.1;

      


      2.3.3
GOOD STANDING CERTIFICATE.  A certificate issued by the Florida
Secretary of State indicating that AHAI is qualified and in good standing within
such jurisdiction;

      


      2.3.4
CERTIFICATE OF SECRETARY OF AHAI.  A certificate executed by the
secretary of AHAI
and  attaching  the  resolutions  of the
AHAI Board of Directors and the  resolutions of
the  shareholders  of AHAI authorizing the transactions
herein contemplated.

      


      2.3.5
AHAI OFFICER'S CERTIFICATE. A certificate dated as of the Closing
Date  executed by a duly  authorized  officer of
AHAI  certifying that
all  necessary  actions  have  been  taken
by  AHAI's  shareholders  and directors to
authorize the transactions  contemplated by this
Agreement  and that
all  representation  and  warranties  made
by AHAI in the Agreement  are complete  and correct in all
material  respects as of the Closing Date as if made on the Closing
Date;

      


      2.3.6
LEGAL OPINION.  A Legal Opinion of Abel, Tobaygo & Sisek, 3307
Clark Road, Suite 201, Sarasota, FL 34231 counsel to AHAI with respect to such
other matters as is customary in transactions of this nature.

      


      2.3.7   OTHER
DOCUMENTS AND INSTRUMENTS.  Such other documents and instruments as
may be reasonably required to effect the transactions contemplated by this
Agreement.

      


      2.4      PAWSPLUS
AND ACQUISITION CLOSING DOCUMENTS. At the Closing, PAWSPLUS and Acquisition
shall deliver or cause to be delivered the following documents (collectively,
the "PAWSPLUS Closing Documents"):

      


      2.4.1  ARTICLES
OF MERGER.  The Articles of Merger to be filed with the State of
Delaware, executed by Acquisition;

       

      
        
           

        

        
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      2.4.2
PAWSPLUS SHARE CERTIFICATES. The certificates representing the shares of
PAWSPLUS stock to be delivered to the AHAI shareholders at the Effective Time in
exchange for their AHAI stock as provided herein;

      


      2.4.3
GOOD STANDING  CERTIFICATES.  Certificates issued by the
Delaware  Secretary  of  State  indicating  that  PAWSPLUS
and  Acquisition  are  each qualified and in good
standing within such jurisdiction;

      


      2.4.4  CERTIFICATE
OF SECRETARY OF PAWSPLUS. A certificate  executed by
the  secretary  of PAWSPLUS
and  attaching  the  resolutions  of  the
PAWSPLUS  Board  of Directors the transactions herein
contemplated.

      


      2.4.5
PAWSPLUS OFFICER'S CERTIFICATE.  A certificate dated as of the Closing
Date executed by a duly  authorized  officer of
PAWSPLUS  certifying  that all
necessary  actions  have  been  taken  by
PAWSPLUS's  shareholders  and  directors  to
authorize  the  transactions   contemplated  by  this  Agreement  and  that  all
representations  and  warranties  made by PAWSPLUS
in the  Agreement  are complete and correct  in
all  material  respects  as of
the  Closing  Date  as if made on the Closing
Date;

      


      2.3.6  LEGAL  OPINION.  A
legal  opinion  letter  (the  "Legal
Opinion") signed by Thomas G. Amon, Esq., 250 West 57th Street,
Suite 1316, New York, NY 10107 regarding  the total  amount
of stock of PAWSPLUS that  will be  issued and outstanding
following the Merger and such other opinions as are customary in transactions of
this nature; and

      


      2.3.7
OTHER DOCUMENTS AND INSTRUMENTS.  Such other documents and instruments
as may be reasonably required to effect the transactions contemplated by this
Agreement.

      


      3.           REPRESENTATIONS
AND WARRANTIES OF AHAI.

      


      AHAI
represents and warrants to PAWSPLUS that the statements contained in this
Section 3 are correct and complete as of the date of this
Agreement.

      


      3.1      ORGANIZATION
OF AHAI.   AHAI is a corporation duly organized, validly
existing, and in good standing under the laws of the State of
Florida.  AHAI has all
the  requisite  power  and  authority  to  own,  lease  and  operate  all
of its properties and assets and to carry on its business as currently conducted
and as proposed to be  conducted.  AHAI is duly licensed or
qualified to do business and is in good standing in each jurisdiction in which
the nature of the business conducted by it makes such  licensing
or  qualification  necessary and where the failure to be
so  qualified  would,  individually  or
in the  aggregate,  have a Material  Adverse
Effect upon it. As used in this Agreement,  the term "Material Adverse
Effect" with respect to any party,  shall mean any change or effect
that is  reasonably  likely to
be  materially  adverse to
the  business,  operations,
properties,  condition  (financial or
otherwise),  assets or liabilities of such party and such party's
subsidiaries taken as a whole.  Except for [Georgia subsidiary] AHAI
does not own, directly or indirectly, any capital stock or other equity interest
in any corporation, partnership or other entity.

       

      
        
           

        

        
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      3.2      AUTHORIZATION.  Subject
to the  approval of its  shareholders, AHAI  has
full  power  and  authority  (including  full  corporate  power
and authority)  to
execute  and  deliver  this  Agreement  and
the  AHAI  Closing
Documents  and  to  perform  its  obligations  hereunder  and  thereunder.  This
Agreement constitutes, and the AHAI Closing Documents will constitute, valid and
legally binding obligations of AHAI, enforceable in accordance with their
respective terms and conditions.

      


      3.3      NONCONTRAVENTION.  Neither
the execution  and the delivery of this Agreement or the
AHAI  Closing  Documents,  nor
the  consummation of the
transactions  contemplated  hereby or thereby
by  AHAI,  will (i) violate any
constitution,  statute, regulation,  rule,
injunction,  judgment, order, decree, ruling, charge, or other
restriction of any government,  governmental agency, or court to
which  AHAI  is  subject  or
any  provision  of its  certificate  of
incorporation  or  bylaws,  or  (ii)  conflict  with,  result  in
a  breach  of, constitute a default under,  result
in the  acceleration of, create in any party the right
to  accelerate,  terminate  modify,  or
cancel,  or require any notice under any
agreement,  contract, lease, license, instrument, or other arrangement
to which  AHAI  is a party  or
by  which  it is bound or to which  any of its
assets is subject.  AHAI does not need to give any notice to, make any
filing with, or obtain any authorization, consent, or approval of any government
or governmental agency in order for the parties to consummate the transactions
contemplated by this Agreement.

      


      3.4      DISCLOSURES.  The  representations  and
warrants  contained in this Section 3 do not contain any untrue
statement of a material fact or omit to
state  any  material  fact  necessary  in  order  to  make  the  statements  and
information contained in this Section 3 not misleading.

      


      3.5      CAPITALIZATION.   The
authorized capital stock of AHAI consists of 5,000,000 shares of common stock,
of $.001 par value, of which 5,000,000 shares of Common Stock are issued and
outstanding and the shareholders and numbers of shares of common stock held by
each shareholder are as set forth on Schedule
3.5.  All of the outstanding shares of AHAI common stock have
been duly and validly authorized and issued.

      


      3.6      FINANCIAL
STATEMENTS.  AHAI shall have provided to PAWSPLUS its unaudited
financial statements as at December 31, 2008 and for the two years then ending
and interim financial statements for the three months ending June 30, 2009 (the
“AHAI Financial Statements”).  The AHAI Financial Statements provided
have been prepared from, and is in accordance with, the books and records of
AHAI, complies with all material  respects with applicable accounting
requirements  with respect thereto,  has been prepared in
accordance with U.S. generally accepted accounting principles
("U.S.  GAAP") applied on a consistent  basis during the
periods  involved  (except as may be indicated in the
notes  thereto) and fairly presents in all material respects
the  consolidated  results of operations  and cash
flows (and changes in financial position,  if any) of AHAI, as at the
date(s) thereof or for the period(s) presented therein.  Copies of the
AHAI  Financial Statements are attached as Schedule
3.6.

       

      
        
           

        

        
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      3.7     ABSENCE
OF MATERIAL CHANGE.  Since June 30, 2009, there has been no change in
the business, operations, financial condition or liabilities of AHAI as stated
in the AHAI Financial Statements that would result in a Material Adverse Effect
on AHAI.

      


      3.8      LITIGATION.  There
are no actions,  suits, claims,  inquiries, proceedings or
investigations before any
court,  tribunal,  commission,  bureau,
regulatory, administrative or governmental agency, arbitrator, body or authority
pending or, to the knowledge of AHAI, threatened against AHAI which would
reasonably be expected to result in any liabilities,  including
defense costs, in excess of $1,000 in the aggregate.  AHAI is not the
named subject of any order, judgment or decree and is not in default with
respect to any such order, judgment or decree.

      


      3.9     TAXES
AND TAX RETURNS.  AHAI has timely and correctly  filed tax
returns and reports  (collectively,  "Returns") required by
applicable law to be filed (including, without limitation, estimated tax
returns, income tax returns, excise tax returns,  sales tax
returns,  use tax returns,  property tax returns,
franchise  tax returns,  information  returns
and  withholding,  employment  and payroll tax
returns) and all Returns were (at the time they were filed)  correct
in
all  material  respects,  and  have  paid  all  taxes,  levies,  license  and
registration fees, charges or withholdings of any nature whatsoever reflected on
Returns to be owed and which have become due and payable except as set forth on
Schedule 3.9
“None” on Schedule.  Any unpaid U.S. Federal income taxes, interest
and penalties of AHAI do not exceed $5,000 in the aggregate.

      


      3.10     COMPLIANCE
WITH APPLICABLE LAW.

      


      3.10.1  AHAI
holds  all  licenses,  certificates,   franchises,
permits and
other  governmental  authorizations  ("Permits")  necessary  for
the lawful conduct of its business and the Permits are in full force and effect,
and AHAI is in all material respects complying therewith,  except
where the failure to possess or comply with the Permits would not have, in the
aggregate,  a Material Adverse Effect on AHAI.  A listing of
such Permits is hereto as Schedule
3.10.

       

      3.10.2  AHAI
is  and  for  the  past  five  years  has  been  in
compliance  with  all  foreign,   federal,   state  and  local  laws,  statutes,
ordinances,  rules, regulations and orders applicable to the
operation,  conduct or ownership of its business or properties except
for any noncompliance which is not reasonably  likely to have, in the
aggregate,  a Material  Adverse Effect on AHAI.

      


      3.11     AFFILIATE
TRANSACTIONS.

       

      
        
           

        

        
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      3.11.1
Except as set forth on Schedule 3.11 hereto,
AHAI has not engaged in, and is not currently obligated to engage in (whether in
writing or orally), any transaction with any Affiliated Person (as defined
below) involving aggregate payments by or to AHAI of $10,000 U.S. or
more.

      


      3.11.2
For purposes of this Section 3.11, "Affiliated Person" means:

      


      a. a
director,  executive  officer
or  Controlling  Person (as defined below) of
AHAI;

      


      b. a
spouse of a director,  executive  officer
or  Controlling Person of AHAI;

      


      c. a
member of the immediate  family of a director,  executive
officer, or Controlling Person of AHAI who has the same home as such
person;

      


      d. any
corporation or organization  (other than AHAI) of which a
director,  executive officer,  chief
financial  officer,  or a person performing
similar  functions  or is
a  Controlling  Person of
such  other  corporation  or
organization;

      


      e. any
trust or estate in which a director, executive officer,
or  Controlling  Person of AHAI or the  spouse of
such  person  has a  substantial
beneficial  interest or as to which such person or his
spouse  serves as trustee or in a
similar  fiduciary  capacity,  and
for  purposes of this  Section  3.11,
"Controlling  Person"  means any  person or
entity  which,  either  directly  or
indirectly,  or acting in  concert  with one or
more other  persons or  entities owns,  controls
or holds with power to vote, or holds
proxies  representing  ten percent or more of the
outstanding common stock or equity securities.

      


      3.12     LIMITED   REPRESENTATIONS
AND WARRANTIES.   Except for the representations and warranties
of PAWSPLUS expressly set forth in Section 4, AHAI has not relied upon any
representation and warranty made by or on behalf of AHAI in making its
determination to enter into this Agreement and consummate the transactions
contemplated by this Agreement.

      


      3.13     DISCLOSURE.   No   representation   or  warranty  made  by  AHAI
shareholder  contained  in
this  Agreement,  and
no  statement  contained in the Schedules delivered by AHAI
hereunder, contains any untrue statement of a material fact or omits any
material fact necessary in order to make a statement herein or therein, in light
of the circumstances under which it is made, not misleading.

      


      3.14     REAL
PROPERTY.   AHAI does not own or lease, directly or indirectly,
any real property except as shown of Schedule
3.14.

      


      3.15     ENVIRONMENTAL   MATTERS.   AHAI
does not have any financial liability under any environmental laws.

       

      
        
           

        

        
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      3.16     INTELLECTUAL
PROPERTY.  Except as shown on Schedule 3.16 AHAI
does not own or lease, directly or indirectly, any Intellectual
Property.  "Intellectual Property", for purposes of this agreement,
shall mean: patents, patent applications,  trademarks, trademark
registrations,  applications for
trademark  registration,  trade names,  service
marks,  registered  Internet  domain
names,  licenses and other  agreements with
respect  to any of
the  foregoing  to  which  AHAI
is  licensor  or  licensee.  In
addition,  there are no pending or, to AHAI’s knowledge,
threatened,  claims  against  AHAI by
any  person  as to  any of
the  Intellectual Property,  or their use,  or
claims of  infringement  by AHAI on the rights of any person
and no valid basis exists for any such claims.

      


      3.17           CONTRACTS
AND AGREEMENTS.  Except as shown on Schedule 3.17, AHAI
is not a party to or bound by any commitment, contract, agreement or other
instrument which involves or could involve aggregate future payments by AHAI of
more than $1,000, (ii) AHAI is not a party to or bound by any commitment,
contract, agreement or other instrument which is material to the business,
operations, prospective assets or financial condition of AHAI and (iii) no
commitment, contract, agreement or other instrument, other than charter
documents, to which AHAI is a party or by which AHAI is bound, limits the
freedom of AHAI to compete in any line of business with any
person.  AHAI is not in default of any contract, agreement or
instrument.

      


      4.
REPRESENTATIONS AND WARRANTIES OF PAWSPLUS ACQUISTION AND VETCO AND
ACQUISITION.

      


      PAWSPLUS
ACQUISITION AND VETCO and Acquisition represent and warrant to AHAI that the
statements contained in this Section 4 are correct and complete as of the date
of this Agreement.

      


      4.1      ORGANIZATION.
Each of PAWSPLUS and Acquisition is a corporation duly organized, validly
existing, and in good standing under the laws of the State of
Delaware,  PAWSPLUS and  Acquisition has all the requisite
power and authority to own, lease and operate all of its  properties
and assets ant to carry on its business
as  currently  conducted  and  as  proposed  to
be  conducted.  Each  of PAWSPLUS  and
Acquisition is duly licensed or qualified to do business and is in good standing
in each  jurisdiction in which the nature of the
business  conducted by it makes
such  licensing  or  qualification  necessary  and  where
the  failure  to be so
qualified  would,  individually  or in
the  aggregate,  have a Material  Adverse Effect
upon it.

      


      4.2      AUTHORIZATION
OF TRANSACTIONS.  Each of PAWSPLUS and Acquisition has full power
and  authority  to
execute  and  deliver  this  Agreement  and
the PAWSPLUS Closing  Documents  to which any
PAWSPLUS  shareholder  is a party and to
perform  all obligations  hereunder and
thereunder.  This Agreement constitutes, and the PAWSPLUS Closing
Documents will constitute, the valid and legally binding obligation of PAWSPLUS,
enforceable in accordance with their respective terms and
conditions.

       

      
        
           

        

        
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      4.3      CAPITALIZATION.
The authorized capital stock of PAWSPLUS consists of
225,000,000  shares of common stock, .$.0001 par value, of which
2,048,936 are issued and  outstanding,  and 225,000,000
shares of preferred stock, par value $0.0001 per share, 988,388 of which are
issued and outstanding. All issued and outstanding shares of PAWSPLUS stock have
been duly authorized and validly issued, and are fully paid and
non-assessable.  All of the  outstanding  shares
of common  stock  (and options to purchase  common
stock and other  outstanding  securities  of
PAWSPLUS have been duly and validly  issued
in  compliance  with federal and state  securities
laws. Except as set forth herein and on Schedule 1.3 hereto,
and as set forth in this Agreement,  there are no outstanding or
authorized subscriptions,  options, warrants,
agreements,  obligations,  understandings or rights of any
kind giving the holder the right
to  purchase  or  otherwise  receive or
have issued to such
holder  any  common  stock  or  other  securities  or
PAWSPLUS or  any  securities  or obligations
convertible into, any shares of capital stock or other securities of PAWSPLUS,
and there are no  dividends  which
have  accrued  or been  declared  but
are unpaid on the capital stock of PAWSPLUS. There is no outstanding or
authorized stock appreciation, phantom stock or similar rights with respect to
PAWSPLUS.

      


      4.4      SUBSIDIARIES.   Except  for  Acquisition
and VETCO Hospitals,
Inc.,  PAWSPLUS  does  not  own,
directly  or  indirectly,  any  capital  stock
or other  equity  interest in any corporation, partnership
or other entity.

      


      4.5      OWNERSHIP
OF PAWSPLUS SHARES.  Each PAWSPLUS shareholder owns and holds of
record that number of PAWSPLUS Shares shown on Schedule 4.5. As of
the date hereof, all of the shares of the issued and outstanding stock of
PAWSPLUS are "free-trading" by virtue of either (i) an exemption from
the  Securities  Act, or (ii) having been registered
pursuant to the Securities Act.

      


      4.6      NONCONTRAVENTION.  Neither
the  execution  and the delivery of
this  Agreement  or  the
PAWSPLUS  Closing  Documents,  nor  the  consummation  of
the transactions  contemplated  hereby
or  thereby,  by PAWSPLUS
or  Acquisition  will (i) violate
any  constitution,  statute,  regulation,  rule,  injunction,  judgment,
order,  decree,   ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency,  or  court to which
PAWSPLUS  Acquisition  is  subject,  or
(ii) conflict with, result in a breach of, constitute a default
under,  result in the acceleration of, create in any party the right
to accelerate,  terminate modify, or cancel, or require any notice
under any agreement,  contract, lease, license,
instrument,  or other arrangement to which
agreement,  contract, lease, license, instrument,  or
other  arrangement to which PAWSPLUS or such PAWSPLUS shareholder is a
party or by which PAWSPLUS or such Acquisition is bound or to which PAWSPLUS or
Acquisition assets is subject. Neither PAWSPLUS nor any Acquisition needs to
give any notice to, make any filing with, or obtain any authorization, consent,
or approval of any government or governmental agency in order for the parties to
consummate the transactions contemplated by this Agreement.

       

      
        
           

        

        
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      4.7      LITIGATION.  Except
as shown on Schedule
4.7, there are no actions, suits, claims, inquiries, proceedings or
investigations before any court, tribunal, commission,  bureau,
regulatory, administrative or governmental agency, arbitrator, body or authority
pending or, to the knowledge of PAWSPLUS or VETCO, threatened against PAWSPLUS
which would reasonably be expected to result in any liabilities, including
defense costs, in excess of $1,000 in the aggregate.  Neither PAWSPLUS
or VETCO is not the named subject of any order, judgment or decree and is not in
default with respect to any such order, judgment or decree.

      


      4.8    TAXES
AND TAX RETURNS.  PAWSPLUS has timely and correctly  filed
tax returns and reports  (collectively,  "Returns") required
by applicable law to be filed (including, without limitation, estimated tax
returns, income tax returns, excise tax returns,  sales tax
returns,  use tax returns,  property tax returns,
franchise  tax returns,  information  returns
and  withholding,  employment  and payroll tax
returns) and all Returns were (at the time they were filed)  correct
in
all  material  respects,  and  have  paid  all  taxes,  levies,  license  and
registration fees, charges or withholdings of any nature whatsoever reflected on
Returns to be owed and which have become due and payable  except as
set forth on Schedule
4.8. Any unpaid U.S.  Federal income taxes, interest and
penalties of PAWSPLUS do not exceed $5,000 in the aggregate.

      


      4.9     COMPLIANCE
WITH APPLICABLE LAW.

      


      4.09.1  PAWSPLUS  holds  all  licenses,  certificates,   franchises,
permits and
other  governmental  authorizations  ("Permits")  necessary  for
the lawful conduct of its business and the Permits are in full force and effect,
and PAWSPLUS is in all material respects complying therewith,  except
where the failure to possess or comply with the Permits would not have, in the
aggregate,  a Material Adverse Effect on PAWSPLUS.

      


      4.09.2  PAWSPLUS
is  and  for  the  past  five  years  has  been  in
compliance  with  all  foreign,   federal,   state  and  local  laws,  statutes,
ordinances,  rules, regulations and orders applicable to the
operation,  conduct or ownership of its business or properties except
for any noncompliance which is not reasonably  likely to have, in the
aggregate,  a Material  Adverse Effect on
PAWSPLUS.

      


      4.10     CONTRACTS
AND AGREEMENTS.  Except as shown on Schedule 4.10, neither PAWSPLUS or
VETCO is not a party to or bound by any
commitment,  contract,  agreement or
other  instrument  which  involves or could
involve  aggregate  future payments by PAWSPLUS or VETCO of
more than $1,000,  (ii) neither PAWSPLUS or VETCO is not a party to or
bound by any  commitment,  contract,  agreement or
other  instrument which is material to the
business,  operations,  properties, assets or financial
condition  of  PAWSPLUS,  and  (iii)  no  commitment,  contract,  agreement  or  other
instrument,  other than charter documents, to which PAWSPLUS or VETCO
is a party or by which PAWSPLUS or VETCO is bound,  limits
the  freedom of PAWSPLUS or VETCO to compete in any line
of  business or with any  person.  PAWSPLUS or
VETCO is
not  in  default  on  any  contract,  agreement  or  other
instruments.

       

      
        
           

        

        
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      4.11     AFFILIATE
TRANSACTIONS.

      


      4.11.1
Except as set forth on Schedule 4.11 hereto,
neither PAWSPLUS or VETCO has not engaged in, and is not currently obligated to
engage in (whether in writing or orally), any transaction with any Affiliated
Person (as defined below) involving aggregate payments by or to PAWSPLUS of
$10,000 U.S. or more.

      


      4.11.2
For purposes of this Section 4.11, "Affiliated Person" means:

      


      a. a
director,  executive  officer
or  Controlling  Person (as defined below) of
PAWSPLUS;

      


      b. a
spouse of a director,  executive  officer
or  Controlling Person of PAWSPLUS;

      


      c. a
member of the immediate  family of a director,  executive
officer, or Controlling Person of PAWSPLUS or VETCO who has the same home as
such person;

      


      d. any
corporation or organization  (other than PAWSPLUS or VETCO) of which a
director,  executive officer,  chief
financial  officer,  or a person performing
similar  functions  or is
a  Controlling  Person of
such  other  corporation  or
organization;

      


      e. any
trust or estate in which a director, executive officer,
or  Controlling  Person of PAWSPLUS or VETCO or
the  spouse of such  person  has
a  substantial beneficial  interest or as to which such
person or his spouse  serves as trustee or in a
similar  fiduciary  capacity,  and
for  purposes of this  Section  4.14,
"Controlling  Person"  means any  person or
entity  which,  either  directly  or
indirectly,  or acting in  concert  with one or
more other  persons or  entities owns,  controls
or holds with power to vote, or holds
proxies  representing  ten percent or more of the
outstanding common stock or equity securities.

      


      4.12     LIMITED   REPRESENTATIONS
AND WARRANTIES.   Except for the representations and warranties
of AHAI expressly set forth in Section 3, PAWSPLUS has not relied upon any
representation and warranty made by or on behalf of AHAI in making its
determination to enter into this Agreement and consummate the transactions
contemplated by this Agreement.

      


      4.13     DISCLOSURE.   No   representation   or  warranty  made  by  PAWSPLUS  or
VETCO contained  in this  Agreement,  and
no  statement  contained in the Schedules delivered by
PAWSPLUS or VETCO hereunder, contains any untrue statement of a material fact or
omits any material fact necessary in order to make a statement herein or
therein, in light of the circumstances under which it is made, not
misleading.

      


      4.14    REAL
PROPERTY.   Neither PAWSPLUS or VETCO does not own or lease,
directly or indirectly, any real property.

       

      
        
           

        

        
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      4.15     ENVIRONMENTAL   MATTERS.   Neither
PAWSPLUS or VETCO does not have any financial liability under any environmental
laws.

      


      4.16     INTELLECTUAL
PROPERTY.  Except as shown on Schedule 4.16, PAWSPLUS or VETCO does
not own or lease, directly or indirectly, any Intellectual
Property.  "Intellectual Property", for purposes of this agreement,
shall mean: patents, patent applications,  trademarks, trademark
registrations,  applications for
trademark  registration,  trade names,  service
marks,  registered  Internet  domain
names,  licenses and other  agreements with
respect  to any of
the  foregoing  to  which  PAWSPLUS
is  licensor  or  licensee.  In
addition,  there are no pending or, to such
Warranting  Shareholder's knowledge,
threatened,  claims  against  PAWSPLUS by
any  person  as to  any of
the  Intellectual Property,  or their use,  or
claims of  infringement  by PAWSPLUS on the rights of any
person and no valid basis exists for any such claims.

      


      4.17           FINANCIAL
STATEMENTS.  PAWSPLUS shall have provided to AHAI the unaudited
financial statements of VETCO as at December 31, 2008 and for the two years then
ending and interim financial statements for the three months ending March 31,
2009 (collectively, the “VETCO Financial Statements”).  The VETCO
Financial Statements provided have been prepared from, and in accordance with
the books and records of VETCO, complies with all material respects with
applicable accounting requirements with respect thereto, have been prepared in
accordance with U.S. generally accepted accounting principles (“US GAAP”)
applied on a consistent  basis during the
periods  involved  (except as may be indicated in the
notes  thereto) and fairly presents in all
material  respects the  consolidated  results of
operations  and cash flows (and changes in financial
position,  if any) of VETCO, as at the date(s) thereof or for the
period(s) presented therein.  Copies of the VETCO Financial Statements
are attached as Schedule
4.17.

      


      5.       COVENANTS
OF THE PARTIES.

      


      5.1      CONDUCT
OF THE BUSINESS OF AHAI. During the period from the date of this Agreement to
the Closing Date, AHAI will conduct its business and engage in transactions only
in the ordinary course consistent with past practice. During such period, AHAI
will use its best efforts to (a) preserve its business
organization  intact,  and (b)  maintain its
current  status as a company.  Without limiting the
generality of the  foregoing,  AHAI agrees that from the
date of this Agreement to the Closing Date,  except as
otherwise  consented to or approved by
PAWSPLUS  in  writing  (which  consent  or  approval  shall  not
be  unreasonably withheld,  delayed or conditioned) or as
permitted or required by this Agreement or as required by law, AHAI will
not:

      


      5.1.1
grant any severance or termination  pay to or enter into or amend
any  employment  agreement  with, or increase the
amount of payments or fees to, any of its employees, officers or directors other
than salary increases to employees consistent with past increases;

      


      5.1.2
make any capital expenditures in excess of $1,000;

       

      
        
           

        

        
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      5.1.3
guarantee the obligations of any person;

      


      5.1.4
acquire assets other than those necessary in the conduct of its business in the
ordinary course;

      


      5.1.5
sell, transfer, assign, encumber or otherwise dispose of assets with a value in
excess of $10,000;

      


      5.1.6
enter into or amend or terminate any long term (one year or more) contract
(including real property leases);

      


      5.1.7
enter into any contract that calls for the payment by AHAI of $10,000 or more,
or enter into any amendment to any contract  that  increases
PAWSPLUS's obligation to pay any sum or sums by $10,000 or more, after the date
of this Agreement;

      


      5.1.8
engage or participate  in any material transaction or incur or sustain
any material  obligation  otherwise than in the ordinary
course of business;

      


      5.1.9  contribute
to any benefit plans on behalf of employees or service providers of
AHAI;

      


      5.1.10  hire  any  full-time   employees  or  enter  into  any
employment  contracts  that  provide  other
than an "at will"  employer-employee relationship;

      


      5.1.11
acquire any real property; or

      


      5.1.12
agree to do any of the foregoing.

      


      5.2      NO
SOLICITATION.  During the period  beginning on the date of
this  Agreement  and  ending  on
the  Closing  Date,  neither  AHAI nor
any of its
directors,  officers,  shareholders,  representatives,  agents
or other  persons controlled by any of them,
shall,  directly or indirectly  encourage or solicit, or
hold  discussions or  negotiations  with, or
provide any  information to, any persons,  entity or group
other
than  PAWSPLUS  concerning  any  merger,  sale
of substantial  assets not in the ordinary  course
of  business,  sale of shares of capital stock or similar
transactions involving AHAI. AHAI will promptly communicate to AHAI
the  identity of
any  interested  or  inquiring  party,  all
relevant information  surrounding  the  interest
or inquiry,  as well as the terms of any proposal that AHAI may
receive in respect of any such transaction.

      


      5.3      ACCESS
TO PROPERTIES AND RECORDS; CONFIDENTIALITY.

      


      5.3.1
ACCESS TO PAWSPLUS AND VETCO RECORDS; CONFIDENTIALITY OF PAWSPLUS
RECORDS.

       

      
        
           

        

        
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        (a)
PAWSPLUS shall permit AHAI and its representatives reasonable access to its
properties and shall disclose and make available to AHAI all books, papers and
records relating to the assets, stock, ownership, properties, obligations,
operations and liabilities of PAWSPLUS AND VETCO, including but not limited to,
all books of account (including the general ledger), tax records, minute books
of directors and stockholders meetings, organizational documents, bylaws,
material contracts and agreements, filings with any regulatory authority,
accountants work papers, litigation files, plans affecting employees, and any
other business activities or prospects in which AHAI may have a reasonable
interest, in each case during normal business hours and upon reasonable notice.
PAWSPLUS shall not be required to provide access to or disclose information
where such access or disclosure: (a) would jeopardize the attorney-client
privilege with respect to the negotiation of the transactions contemplated
herein or any other similar transaction within the past year involving a merger
of PAWSPLUS AND VETCO or sale of substantially all of its assets; or (b) would
contravene any law, rule, regulation, order, judgment, decree or binding
agreement entered into prior to the date of the Agreement. The parties will use
all reasonable efforts to make appropriate substitute disclosure arrangements
under circumstances in which the restrictions of the preceding sentence
apply.

      

      


      (b)  All  information  furnished  by  PAWSPLUS  to  AHAI  or  the
representatives  or  affiliates  of  AHAI  pursuant  to,  or
in  any negotiation in connection  with, this Agreement
shall be treated as the sole property of PAWSPLUS until consummation of the
Merger and, if the Merger shall not occur, AHAI and its
affiliates,  agents and advisors shall upon
written  request  return to PAWSPLUS
all  documents  or other  materials
containing,  reflecting,  referring to such
information,  and shall keep confidential all such information and
shall not disclose or use such  information
for  competitive  purposes. The obligation to keep such
information confidential shall not apply to  (a)
any  information  which (i) AHAI
can  establish  by evidence was  already in its
possession (subject to no obligation of confidentiality) prior to the disclosure
thereof to PAWSPLUS; (ii) was then generally known to the public; (iii) becomes
known to the public other than as a result of  actions by AHAI or by
the directors,  officers, employees, agents or representatives of
AHAI; or (iv) was disclosed to AHAI, or to the directors, officers, employees or
representatives of AHAI, solely by a third party not bound by
any  obligation of  confidentiality;  or (b)
disclosure in accordance  with the
federal  securities  laws, a federal banking laws, or
pursuant to an order of a court or agency of competent
jurisdiction.

      


      5.3.1    ACCESS
TO AHAI RECORDS; CONFIDENTIALITY OF AHAI RECORDS.

      


      (a) AHAI
shall permit PAWSPLUS and its representatives reasonable access to
its  properties  and shall  disclose and make
available to PAWSPLUS all books, papers and records relating to the assets,
stock, ownership,
properties,   obligations,   operations  and  liabilities  of  AHAI,
including  but not  limited  to,  all
books of account  (including  the
general   ledger),   tax  records,   minute  books  of  directors   and
stockholders  meetings,   organizational  documents,  bylaws,  material
contracts  and  agreements,  filings  with  any  regulatory  authority,
accountants work papers,  litigation files, plans
affecting  employees, and any
other  business  activities or prospects in which PAWSPLUS
may have   reasonable interest, in each case during normal
business hours and upon reasonable  notice.  AHAI shall not
be required to provide access to
or  disclose  information  where such access
or  disclosure:  (a)
would  jeopardize   the   attorney-client   privilege   with  respect  to  the
negotiation  of
the  transactions  contemplated  herein  or  any  other
similar  transaction within the past year involving a merger of AHAI
or sale of substantially all of its assets; or (b) would contravene any law,
rule,  regulation,  order,  judgment,  decree
or binding agreement entered into prior to the date of
the  Agreement.  The parties will use
all  reasonable  efforts  to  make  appropriate  substitute  disclosure
arrangements  under  circumstances  in
which  the  restrictions  of the preceding
sentence apply.

       

      
        
           

        

        
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      (b)  All  information  furnished  by  AHAI  to  PAWSPLUS  or  the
representatives  or  affiliates  of  AHAI  pursuant  to,  or
in  any negotiation in connection  with, this Agreement
shall be treated as the sole property of AHAI
until  consummation  of the Merger and, if the
Merger  shall not occur,  PAWSPLUS and
its  affiliates,  agents and  advisors shall
upon  written  request  return to AHAI
all  documents or other materials
containing,  reflecting,  referring to such
information,  and shall keep  confidential all such
information and shall not disclose of  use such information for
competitive  purposes.  The obligation to keep of
such  information  confidential  shall not apply
to (a) any information which (i) PAWSPLUS can  establish by
evidence  was already in its  possession (subject to no
obligation of  confidentiality)  prior to the disclosure
thereof to AHAI;  (ii) was then generally known to the public; (iii)
becomes  known to the public other than as a result of actions by
PAWSPLUS or by the directors, officers, employees, agents or representatives of
PAWSPLUS; or (iv) was disclosed to PAWSPLUS, or to the
directors,  officers,  employees
or  representatives  of
PAWSPLUS,  solely  by a third  party not bound by
any obligation of confidentiality; or (b) disclosure in accordance with the
federal  securities  laws, a
federal  banking  laws,  or pursuant to an order
of a court or agency of competent jurisdiction.

      


      5.4      REGULATORY
MATTERS.

      


      5.4.1 The
parties will  cooperate  with each other and use all
reasonable  efforts  to  prepare  all  necessary  documentation,  to
effect  all necessary filings and to obtain all necessary permits,
consents,  approvals, and authorizations  of
all  third  parties  and  governmental  bodies  necessary  to
consummate the transactions  contemplated by this
Agreement  including,  without
limitation,   those  that  may  be  required  from  the  SEC,  other  regulatory
authorities,  or PAWSPLUS's shareholders.  PAWSPLUS and AHAI
shall each have the right to review reasonably in advance all
information  relating to PAWSPLUS or AHAI,  as the case may
be, and any of their respective  subsidiaries,  together
with any other
information  reasonably  requested,  which  appears
in any  filing  made with or
written  material  submitted to
any  governmental  body
in  connection  with the
transactions  contemplated  by
this  Agreement.  AHAI shall bear all expenses associated
with SEC filings.

      


      5.4.2
PAWSPLUS and
AHAI  will  promptly  furnish  each
other with copies
of  written  communications  received  by
PAWSPLUS and  AHAI or any of their
respective  subsidiaries  from,  or  delivered
by any of the  foregoing  to, any governmental body in
respect of the transactions contemplated by this Agreement.

      


      5.5      FURTHER
ASSURANCES.  Subject to the terms
and  conditions  of this Agreement,  each of the
parties agrees to use all  commercially  reasonable
efforts  to take,  or cause to be
taken,  all  action  and to do, or cause to be
done,  all things  necessary,  proper
or  advisable  under  applicable  laws
and regulations to consummate and make effective
the  transactions  contemplated  by this
Agreement.

      


      5.6      PUBLIC
ANNOUNCEMENTS.  Prior to the  Closing,  no
party  will issue or distribute any information to
its  shareholders or employees other than as required to conduct their
respective shareholders’ meetings,  any news releases  or
any
other  public  information  disclosures  with  respect  to
this Agreement or any of the transactions  contemplated by this
Agreement without the consent of the other parties or their
designated  representative,  except as may be otherwise
required by law.

      


      5.7      APPROVAL
OF MERGER BY AHAI SHAREHOLDERS.  The Common Holders of AHAI, as a
condition to receiving such stock, shall approve of the Merger, thus
relinquishing any appraisal rights under Florida law.

      


      
        6.
CONDITIONS
PRECEDENT TO AHAI'S OBLIGATIONS.

      

      


      The
obligations of AHAI to consummate the transactions contemplated by this
Agreement are subject to satisfaction of the following conditions at or before
the Closing Date and may be waived only in writing by AHAI.

      


      6.1      PAWSPLUS’S
COVENANTS,   REPRESENTATIONS AND
WARRANTIES.  All  the
covenants,  terms  and  conditions  of
the  Agreement  to
be  complied  with  or performed by PAWSPLUS at or
before the Closing Date shall have been  complied with and performed
in all respects. The representations and warranties made by PAWSPLUS in this
Agreement shall be complete and correct at and as of the Closing Date with the
same force and effect as though such representations and warranties had been
made at and as of the Closing Date.

      


      6.2      DELIVERY
OF DOCUMENTS BY PAWSPLUS. PAWSPLUS shall have duly executed and delivered, or
caused to be executed and delivered the PAWSPLUS Closing Documents.

      


      6.3      OTHER
APPROVALS.  All  authorizations,  consents,  orders  or
approvals of any United States federal or
state  governmental  agency  necessary for
the  consummation  of the Merger or
the  transactions  contemplated  by this Agreement
(other than such actions,  approvals of filings which, pursuant to the
terms of this  Agreement,  are to take place on or after the
Closing) shall have been filed, occurred or been obtained.

       

      
        
           

        

        
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      6.4     NO
LITIGATION. No administrative investigation, action, suit or
proceeding   seeking to enjoin the   consummation
of the   transactions contemplated by this Agreement shall be
pending or threatened.

      


      6.5      NO
CURRENT LIABILITIES.  Neither PAWSPLUS or VETCO shall have current
liabilities except for permitted liabilities.

       

      6.6      ABSENCE
OF MATERIAL CHANGE. There shall have been no change in the business, operations,
financial condition or liabilities of VETCO as stated in the VETCO Financial
Statements which can reasonably be expected to result in a Material Adverse
Effect on PAWSPLUS.

      


      6.7      FINANCIAL
STATEMENTS. There shall have been no material change in
the  financial condition  of
VETCO  from  that  represented  in  the  VETCO
Financial Statements.

      


      6.8       LEGAL
OPINION.  The PAWSPLUS Legal Opinion shall have been delivered to
AHAI.

      


      6.9    CERTIFICATES
OF GOOD STANDING.  A certificate issued by the Delaware Secretary of
State indicating that PAWSPLUS is qualified and in good standing within such
jurisdiction shall have been delivered to AHAI.

      


      6.10   BOARD
OF DIRECTORS.  AHAI shall have the right to designate two members to
the PAWSPLUS Board of Directors, which shall be expanded to five
members.  On and after the Effective Date, the current Directors of
PAWSPLUS shall tender their resignations.

      


      6.11     PAWSPLUS
SHAREHOLDER APPROVAL.  This Agreement, the Merger and the
Recapitalization shall have been approved by the affirmative vote of the amount
of PAWSPLUS capital stock necessary for consummation of the Merger under
Delaware Law.

      


      7.
CONDITIONS PRECEDENT TO PAWSPLUS'S OBLIGATIONS.

      


      The
obligations of PAWSPLUS to consummate the transactions contemplated by this
Agreement are subject to satisfaction of the following conditions at or before
the Closing Date and may be waived only in writing by PAWSPLUS.

      


      7.1      AHAI'S
COVENANTS, REPRESENTATIONS AND WARRANTIES.  All the
covenants,  terms  and  conditions  of
this  Agreement  to be  complied  with
or performed by AHAI on or before the Closing Date shall have been complied with
and  performed in
all  respects.  The  representations  and  warranties  made
by AHAI in this Agreement shall be complete and correct at and as of the Closing
Date  with  the
same  force  and  effect  as  though  such  representations  and
warranties had been made at and as of the Closing Date.

       

      
        
           

        

        
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      7.2      DELIVERY
OF DOCUMENTS BY AHAI.  AHAI shall have duly executed and delivered, or
caused to be executed and delivered, to PAWSPLUS, or at its direction, this
Agreement, the AHAI Shares and the AHAI Closing Documents.

      


      7.3      OTHER
APPROVALS.  All  authorizations,  consents,  orders  or
approvals of any United States federal or
state  governmental  agency  necessary for
the  consummation  of the Merger or
the  transactions  contemplated  by this Agreement
(other than such actions,  approvals or filings which, pursuant to the
terms of this  Agreement,  are to take place on or after the
Closing) shall have been filed, occurred or been obtained.

      


      7.4      AHAI
SHAREHOLDER APPROVAL.  This Agreement shall have been approved and
adopted by the affirmative votes of that amount of AHAI’s outstanding capital
stock necessary for the consummation of the Merger pursuant to Florida
law.

      


      7.5      NO
LITIGATION. No administrative investigation, action, suit or
proceeding   seeking to enjoin the   consummation
of the   transactions contemplated by this Agreement shall be
pending or threatened.

      


      7.6      LEGAL
OPINION.  The AHAI Legal Opinion shall have been delivered to
PAWSPLUS.

      


      7.7           FINANCIAL
STATEMENTS.  There shall have been no material change in the financial
condition of AHAI from that represented in the AHAI Financial
Statements.

      


      8.       TERMINATION

      


      8.1      TERMINATION
OF AGREEMENT. Anything contained in this Agreement to the contrary
notwithstanding, the Agreement may be terminated and abandoned at any time
(whether before or after the approval and adoption thereof by the shareholders
of AHAI) prior to the Effective Time:

      


      8.1.1 By
mutual consent of PAWSPLUS and AHAI;

      


      8.1.2 By
AHAI if any condition set forth in Section 6 has not been met and has not been
waived;

      


      8.1.3 By
PAWSPLUS if any condition set forth in Section 7 has not been met and has not
been waived;

      


      8.1.4  By  PAWSPLUS  or  AHAI,  if  any  suit,  action  or  other
proceeding  shall be pending or threatened by the federal or a
state  government before  any court
or  governmental  agency,  in which it is sought
to  restrain, prohibit or otherwise affect the  consummation
of the transactions  contemplated hereby;

       

      
        
           

        

        
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      8.1.5 By
AHAI if there is  discovered  any material  error,
misstatement  or  omission  in  the  representations  and  warranties  of
PAWSPLUS and Acquisition;

      


      8.1.6 By
PAWSPLUS if there is
discovered  any  material  error, misstatement or
omission in the representations and warranties of AHAI; and

      


      8.1.7 by
either PAWSPLUS or AHAI if the Effective Time shall have not occurred by
September 30, 2009 provided, however, such termination shall not be available to
any party whose failure to fulfill any obligation of this Agreement has been the
cause of, or resulted in, the failure of the Closing to have been effected on or
prior to such date.

      


      8.2      Any
of the terms or conditions of this Agreement may be waived at any time by the
party which is entitled to the benefit thereof, by action taken by its Board of
Directors; provided, however, that such action shall be taken only if, in the
judgment of the Board of Directors taking the action, such waiver will not have
a materially adverse effect on the benefits intended under this Agreement to the
party waiving such term or condition.

      


      9        MISCELLANEOUS.

      


      9.1      TAX
TREATMENT BY THE
PARTIES.  Unless  otherwise  required by
law,  the  parties  shall  treat the
Merger as a  reorganization  under  Section
368(a)(2)(E)  of the  Code  for all
tax  reporting  purposes;  furthermore,  the
parties shall not take, and have not taken, any action that is inconsistent with
reorganization treatment under Section 368(a)(2)(E) of the Code.

      


      9.2      NO
THIRD PARTY BENEFICIARIES.  This Agreement shall not confer any rights
or remedies upon any person or entity other than the parties and their
respective successors and assigns.

      


      9.3      SUCCESSORS
AND ASSIGNS.  No
party  may  assign  either  this
Agreement or any of its rights,  interests,  or obligations
under this Agreement
without  the  prior  written  consent  of  all  other  parties.  Subject
to the foregoing, this Agreement shall be binding upon and inure to the benefit
of the parties and their respective permitted successors and
assigns.

      


      9.4      NOTICES.
All notices, requests, demands, claims, consents and other communications
required or permitted under this Agreement shall be in writing. Any notice,
request, demand, claim, communication or consent under this Agreement shall be
deemed duly given if (and shall be effective two business days after) it is sent
by
certified  mail,  return  receipt  requested,  postage
prepaid, and addressed to the intended recipient as set forth
below:

       

      
        
           

        

        
          - 18 -

          
            

          

        

        
           

        

      

       

      
        
          
            
              
                	
                        If
      to AHAI:

                      	
                        Animal
      Health Associates, Inc.

                      
	 
      	
                        4152
      Independence Court

                      
	 
      	
                        Sarasota,
      FL 34234

                      
	 
      	
                        Attention:
      George Johnson

                      
	 
      	 
      
	
                        Copy
      to:

                      	
                        Abel,
      Tobaygo & Siser

                      
	 
      	
                        3307
      Clark Road

                      
	
                         

                      	      
                        Suite
      201

                      
	
                         

                      	      
                        Sarasota,
      FL 34232

                      
	
                         

                      	      
                        Attention:
      W. Scott Van Ness

                      
	 
      	 
      
	
                        If
      to PAWSPLUS or Acquisition:

                      	
                        PAWSPLUS,
      Inc

                      
	
                         

                      	      
                        4152
      Independence Court

                      
	
                         

                      	      
                        Sarasota,
      FL 34234

                      
	
                         

                      	      
                        Attention:
      Bryan Shobe.

                      
	 
      	 
      
	
                        Copy
      to:

                      	
                        Law
      Offices of Thomas G. Amon

                      
	
                         

                      	      
                        250
      West 57th Street

                      
	
                         

                      	      
                        Suite
      1316

                      
	
                         

                      	      
                        New
      York, NY 1107

                      
	
                         

                      	      
                        Attention:
      Thomas G. Amon 


                      


              

            

          

        

      

       

      9.5      GOVERNING
LAW.  This Agreement shall be governed by and construed in accordance
with the domestic laws of the State of Florida without giving effect to any
choice or conflict of law provision or rule (whether of the State of Florida or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Florida.

      


      9.6      AMENDMENTS
AND WAIVERS.  This Agreement may be amended o waived only in a writing
signed by the party against which enforcement of the amendment or waiver is
sought.

      


      9.7      SURVIVAL    OF    REPRESENTATIONS    AND    WARRANTIES.  The
representations and warranties set forth in Sections 3 and 4 of this Agreement
shall survive the Closing and continue in full force and effect for a period of
one year after the Closing.

      


      9.8      CONSTRUCTION.  The
parties have participated jointly in the negotiation and drafting of this
Agreement.  In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement. Any reference to any federal, state, local, or
foreign  statute  or
law  shall  be  deemed  also  to  refer  to
all  rules  and regulations promulgated
thereunder,  unless the context requires otherwise.  The
word "including" shall mean including without limitation.

       

      
        
           

        

        
          - 19 -

          
            

          

        

        
           

        

      

      


      9.9      COUNTERPARTS.  This
Agreement may be executed in any number of counterparts,  each
of  which  shall  be  deemed  an  original  but
all of which together  will  constitute  one and
the same  document.  This Agreement may be executed by
facsimile.

      


      9.10     ENTIRE
AGREEMENT.  This  Agreement  (including  the
Schedules referred  to
in  and/or  attached  to
this  Agreement)  constitutes  the  entire
agreement among the parties and supersedes any prior understandings, agreements,
or representations  by or among the parties,  written or
oral to the extent they relate in any way to the subject matter of this
Agreement.

      


      9.11     ARBITRATION.  Any  controversies  or
claims  arising out of or relating to this Agreement  shall
be fully and finally settled by arbitration in accordance  with the
Commercial  Arbitration  Rules of the
American  Arbitration Association (the "AAA
Rules"),  conducted by three arbitrators (one to be chosen by
PAWSPLUS, one to be chosen by AHAI,  and the third to be chosen by the
first two arbitrators,  or otherwise  chosen in
accordance  with the AAA Rules) in Sarasota,
Florida,  except that the parties shall have any right to discovery as
would be permitted  by the  Federal  Rules
of  Civil  Procedure  for a period  of
90 days following the commencement of such arbitration, and the arbitrator shall
resolve any dispute which arises in connection with such discovery. The
prevailing party
or  parties,  as  determined  by
the  arbitrators,  shall be  entitled to costs,
expenses  and  attorneys'  fees from
the  non-prevailing  party or parties,  and
judgment upon the award  rendered by the  arbitrator may be
entered in any court of competent jurisdiction.

      


      9.15     COSTS
AND EXPENSES OF TRANSACTION.

      


      9.15.1  Each
party  shall  be  responsible  for  payment  of  all
expenses associated with this transaction, including all the legal fees and
expenses.

      


      9.16           BROKERS

      


      9.16.1
Neither PAWSPLUS nor AHAI has dealt with any broker or finder in connection with
this transaction.  AHAI shall indemnify and hold PAWSPLUS harmless
from and against any liability for these or any fees of any other
broker.

      


      IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as
of the date first listed above.

       

      
        
          
            	PAWSPLUS,
      INC.	 	 	ANIMAL
      HEALTH ASSOCIATES, INC.	 
	 	 	 	 	 
	
                    By:  /s/
      Bryan Shobe

                  	 	 	
                    By:  /s/
      George Johnson

                  	 
	
                    Name:  Bryan
      Shobe

                  	 	 	
                    Name:  George
      Johnson

                  	 
	
                    Title:    President

                  	 	 	
                    Title:    President

                  	 


          

        

      

      


      PAWSPLUS
ACQUISITION CORPORATION

      


      By:  /s/
Bryan Shobe

      
        
          

        

      

      Name:  Bryan
Shobe

      Title:   President

       

      
        
           

        

        
          - 20 -