PROFESSIONAL SERVICES AGREEMENT

                                                        Agreement No. (a) 980828

This Agreement, entered into on August 28, 1998, is by and between PETMED
EXPRESS, INC., 3350 N.W. 53rd Street, Suite 103, Fort Lauderdale, FL 33309
(herein called "PMEI"), and SHOTWELL & CARR, INC., 3535 Firewheel Dr., Suite A,
Flower Mound, TX 75028 (herein called "S&C").

In consideration of the mutual promises herein contained, PMEI and S&C agree
that:

1. S&C, as an independent contractor and not as a partner, joint venture, agent
or an employee of PMEI, shall perform professional services, as requested by
PMEI including, but not limited to, all acts or actions necessary to (i) develop
on behalf of PMEI all protocols for a generic equivalent to Heartgard heartworm
medicine; (ii) assist PMEI in obtaining approvals for such product at PMEI's
expense as are necessary by the United States Food and Drug Administration,
United States Department of Agriculture, the Environmental Protection Agency and
any and all other federal or state regulatory agencies for which approval is
required prior to manufacture and distribution of such product; (iii) assist
PMEI in making application for and obtaining a patent, at PMEI's expense, for
such general equivalent to Heartgard; and (iv) to provide to PMEI all necessary
information and data related to the generic equivalent of Heartgard, including
scientific documentation, formulae, test results, material lists, and any other
information as customarily required to enable PMEI to manufacture such general
equivalent of Heartgard once the patent for same has lapsed.

2. This Agreement shall be effective from the date first written above until
terminated pursuant to paragraph 5 below. Any revisions or changes that may be
needed from time to time shall be agreed to in writing and signed by both
parties.

3.       a.       As compensation for the services to be provided hereunder,
                  PMEI will pay S&C at the rate $175 per hour for consulting
                  services as requested by PMEI. A retainer fee of $5,000 will
                  be paid by PMEI and will be used to cover the initial time
                  plus expenses for services provided up to $5,000. Thereafter,
                  the regular hourly rate will apply. S&C's time devoted to
                  travel within the United States shall not be deemed consulting
                  time under this Agreement, unless such travel occurs between
                  the hours of 8:00 a.m. and 5:00 p.m. Monday through Friday. In
                  the event depositions or testimony are requested by PMEI, such
                  services shall be provided at the rate of U.S. $200 per hour
                  plus expenses.

         b.       Direct expenses authorized by PMEI, including transportation
                  and associated travel expenses incurred in the performance of
                  this Agreement, will be reimbursed to S&C by PMEI.


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         c.       Payment for professional time and reimbursement for expenses
                  will be made to S&C within thirty (30) calendar days of
                  receipt of an invoice for same. Such payment shall be in U.S.
                  dollars in the form of a check drawn on a U.S.
                  bank or a wire transfer free of all charges.

         d.       An administrative handling charge of 7.5 percent of the direct
                  expenses incurred by S&C on PMEI's account will be added to
                  invoices which have not been paid in full by PMEI within
                  thirty (30) days of their receipt by PMEI.

4. Payment for services and reimbursement for expenses will be made to S&C by
PMEI upon submission to PMEI by S&C of invoices which shall:

         a.       Describe the activities conducted.

         b.       Identify transportation, travel, and other expenses,
                  reimbursement for which is authorized hereunder.

         c.       Include such other details or supporting documents as PMEI may
                  reasonably require.

5. This Agreement may be terminated at any time by either party upon thirty (30)
days written notice to the other party. In the event of such termination, PMEI
shall have no obligation to S&C except as provided in 7.b and 10 below. PMEI
agrees, however, to pay for services rendered and reimburse expenses incurred
prior to the effective date of termination.

6. With respect to property furnished by PMEI to S&C for use in the performance
of the Agreement, S&C agrees that:

         a.       Such property is and shall remain the sole property of PMEI.

         b.       PMEI furnished property shall be used only in the performance
                  of this Agreement unless otherwise authorized in writing by
                  PMEI.

         c.       S&C, upon delivery to it any PMEI furnished property, assumes
                  the risk of, and shall be responsible for, any loss thereof or
                  damage thereto except for reasonable wear and tear and except
                  to the extent that such property is consumed in the
                  performance of this Agreement.

         d.       Upon expiration or termination of this Agreement, all PMEI
                  furnished property not consumed in the performance of this
                  Agreement shall be returned to PMEI or otherwise accounted for
                  to the satisfaction of PMEI.

7.                a. S&C agrees to refrain from any activity during the term of
                  this Agreement which would constitute a conflict of interest,
                  and to promptly notify PMEI

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                  regarding any change in its private interests which would
                  result in a conflict of interest.

         b.       Professional services provided under this Agreement shall be
                  considered tentative and subject to approval and
                  interpretation by PMEI. Any action or inaction by PMEI as a
                  result of S&C provided services shall be the sole decision of
                  PMEI and shall not result in any liability on the part of S&C.

8. With respect to "privileged information," which term shall include PMEI's
unpublished information and data relating to: technological and scientific
developments including inventions, designs, plans, methods, processes, internal
specifications and reports; anticipated procurements; possible new projects or
programs; and potential subcontractors of its nominees or sponsors, S&C agrees
that:

         a.       Privileged information shall not be disclosed to any third
                  party other than the U.S. Food and Drug Administration, the
                  USDA, and/or the U.S. Environmental Protection Agency and such
                  other state and/or local governmental agencies as may be
                  necessary in the execution of this Agreement.

         b.       S&C shall not use for personal or corporate gain and shall
                  preserve as confidential all privileged information acquired
                  in the performance of this Agreement.

         c.       Upon expiration or termination of the Agreement, all PMEI
                  privileged information shall be returned to PMEI, or otherwise
                  accounted for to satisfaction of PMEI.

9.       With respect to inventions and patents,

         a.       S&C agrees to:

                  1.       Disclose promptly to PMEI in writing any and all
                           inventions, special procedures, processes or products
                           and any improvements in or modification of existing
                           inventions, special procedures, processes, or
                           products relating to or connected with the
                           development of the equivalent of Heartgard, whether
                           or not patentable, conceived, developed or made by
                           S&C either alone or in conjunction with others, and
                           all of said inventions, special procedures,
                           processes, products, improvements and modifications
                           shall be the sole and exclusive property of PMEI.

                  2.       At the option and request of PMEI, S&C will promptly
                           execute, acknowledge and deliver during the term of
                           the Agreement and at all time thereafter such
                           applications, assignments and other instruments

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                           which PMEI shall deem necessary in order to (i) apply
                           for and obtain letter patent of the United States and
                           any foreign countries for any and all of the
                           aforesaid inventions and discoveries described in
                           Section 9(1); and (ii) assign and convey to PMEI the
                           sole and exclusive right, title and interest therein,
                           and S&C will assist PMEI or its nominee in every
                           proper way, at PMEI's cost and expense, in
                           accomplishing any and all of the foregoing.

         b.       S&C further agrees that patent applications on matters
                  disclosed by S&C pursuant to this Agreement may be abandoned
                  by PMEI at any time without the necessity of S&C's
                  concurrence.

10. PMEI hereby agrees to indemnify and hold S&C harmless for any and all loss,
damages, costs, legal fees, and expenses on account of any and all claims or
actions brought against S&C by any person, firm, corporation or other entity for
the purpose of enforcing any claim for damages or otherwise arising out of S&C's
actions in developing on behalf of PMEI the generic equivalent of Heartgard,
except when such actions are the result of misfeasance, malfeasance or
nonfeasance on behalf of S&C, its officers, directors, employees, consultants,
agents and affiliates. S&C hereby agrees to indemnify and hold PMEI harmless for
any and all loss, damages, costs, legal fees and expenses on account of any and
all claims or actions brought against PMEI by any person, firm, corporation or
other entity for the purpose of enforcing any claim for damages or otherwise
arising out of any omission by S&C in the regulatory procedures required in the
development of the generic equivalent to Heartgard, or in the event of the
misfeasance, malfeasance or nonfeasance by S&C in the scope of its engagement
hereunder.

11. The authorized representative(s) of PMEI for the administration of this
Agreement are:

         a.       __________________________________; or

         b.       __________________________________.

12. The authorized representatives of S&C for the administration of this
Agreement are:

         a.       Paul W. Carr; or

         b.       Mark L. Shepard.

13. This Agreement constitutes the entire agreement between the parties and
supersedes all prior contracts, agreements and understandings. The parties
intend this Agreement to be a complete statement of the terms of their
agreement, and no change or modification of any of the provisions of this
Agreement shall be effective unless it is in writing and signed by a duly
authorized officer of both parties.


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

/s/ Paul W. Carr, P.E., R.A.C.            Marc Puleo, M.D.
------------------------------            ----------------
By: Paul W. Carr, P.E., R.A.C.            By: Marc Puleo, M.D.
Title: President                          Title: President
For:  SHOTWELL & CARR, INC.               For:  PETMED EXPRESS, INC.
      3535 Firewheel Dr., Suite A               3350 N.W. 53rd Street, Suite 103
      Flower Mound, TX 75028                    Ft. Lauderdale, FL 33309
      Tax I.D. No. 75-1921437















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