Exhibit 10.9

LINE OF CREDIT FORBEARANCE LETTER WITH SOUTHTRUST BANK, N.A.

Approved Forbearance Letter

Effective as of   June 17, 2001

RE:     Agreement to Extend Loan Maturity Date

Dear Mr. Puleo and Mr. Akdag:

Bank is the owner and holder of a Promissory Renewal Note dated as of
December 17, 2000 in the original amount of $150,000.00 (The "Renewal
Note"), executed by Pet Med - Express (The "Borrower").  The
outstanding principal balance of the Renewal Note on the effective
date of this letter agreement is $141,214.48, however the total line
of credit amount remains $150,000.00.

The Renewal Note is or may be secured by, among other things, a
blanket lien on all business assets executed and delivered a Security
Agreement by Borrower to Bank, dated December 17, 2000, herein
referred to as (Security instrument").

The loan matured on June 17, 2001.

You have requested an extension of the loan maturity date to allow the
Bank ample time to accurately assess the Company's financial
condition, and at this time, Bank is willing to grant such short term
extension of the loan maturity date to August 17, 2001.  However, this
short term extension shall not be deemed to constitute an agreement by
Bank to renew the Loan beyond the Maturity Date.

Therefore, by means of this letter agreement (the "Agreement"), the
maturity date of the Renewal Note and the Security Instruments are
hereby extended from June 17, 2001 to August 17, 2001 (the "Maturity
Date").

Interest shall continue to accrue on the unpaid Loan balance at
SouthTrust Bank Base Rate (as defined in the Renewal Note) plus 1.00%.
Interest payments shall continue to be due and payable monthly on the
17th day of each month during the Loan term until the Loan Maturity
Date, continuing on July 17, 2001 and on the same day of each month
thereafter.  All loan Principal, together with accrued interest, shall
be due and payable in full on August 17, 2001.  Except for the
extension of the Maturity Date, the terms of all existing Loan
documents and Security Instruments which evidence and secure the
obligation represented by the Renewal Note shall remain unchanged and
in full force and effect.

Borrower warrants that it has no claims or offsets against Bank or
against the indebtedness under the Renewal Note or the obligations
under any of the Security Instruments.  As a material inducement for
Bank to execute this Agreement, Borrower hereby releases, waives,
discharges, covenants not to sue, acquits, satisfies and forever
discharges Bank its officers, directors, employees, and agents and its
affiliates and assigns from any and all liability, claims,
counterclaims, defenses, actions, causes of action, suits,
controversies, agreements, promises, and demands whatsoever, in law or
in equity which Borrower ever had, now has, or demands whatsoever, in
law or in equity which the Borrower ever had, now has or which any
personal representative, successor heir or assign of Borrower
hereafter can, shall or may have against Bank, its officers,
directors, employees, and agents, and its affiliates and assigns, for,
upon or by reason of any matter, cause or thing whatsoever through the
date hereof.  Borrower further expressly agrees that the forgoing
release and waiver agreement is intended to be as broad and inclusive
as permitted by the laws of the Sate of Florida.  In addition to, and
without limiting the generality of the foregoing, and in consideration
of Bank's execution of this Agreement, Borrower covenants with and
warrants unto Bank, and its affiliates and assigns, that there exist
no claims, counterclaims, defenses, objections, offsets or claims of
offsets against Bank or the obligation of Borrower to pay the loan to
Bank when and as the same becomes due and payable.

The parties here to hereby knowingly, irrevocably, voluntarily, and
intentionally agree to abide by the arbitration provisions contained
in the Renewal Note in respect of any controversy or claim between or
among the parties hereto including but not limited to those arising
out of under or in connection with this Agreement and any other
document executed in conjunction herewith, or any course of conduct,
course of dealing, statements (whether verbal or written) or actions
between or among the parties hereto.  This provision is a material
inducement for Bank extending the liability.

Please indicate your acceptance of the terms set forth above by
signing below.

Please return the executed Agreement no later than July 1, 2001, or
Bank's offer to extend the Loan maturity date shall be void and all
Loan principal and unpaid interest shall be due and payable in full.


<PAGE>    Exhibit 10.9 - Pg. 1


Sincerely,

/S/ Antonio Coley

Antonio Coley
Assistant Vice President


The undersigned Borrower accepts the terms and conditions of the
foregoing: The undersigned Guarantor of the Loan evidenced by the
above-described Renewal Note hereby consents to the extension of the
maturity date of the Loan to August 17, 2001, hereby ratifies and
confirms the terms of its guaranty of the Renewal Note.

Pet Med-Express                       Pet Med-Express

/s/ Mendo Akdag                       /s/ Marc Puleo
Mendo Akdag, CEO                      Marc Puleo, President




<PAGE>    Exhibit 10.9 - Pg. 2