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                                                                    EXHIBIT 10.3


                              CONSULTING AGREEMENT

         This CONSULTING AGREEMENT (the "Agreement") is entered into as of the
_____ day of October 2000 between ARIES EQUITY CORP., a New York corporation
(the "Consultant") and PET QUARTERS, INC., an Arkansas corporation (the
"Company").

                                   WITNESSETH:

         WHEREAS, the Company desires to engage the Consultant and the
Consultant desires to be engaged by the Company pursuant to the terms and
conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants herein contained, the parties agree as follows:

         1.       Engagement. The Company hereby engages the Consultant to
                  advise the Company on a range of corporate financial and
                  associated matters which may be undertaken by the Company
                  (collectively, the "Services.") The Services shall be rendered
                  only upon the request of the Company and shall consist SOLELY
                  of the following:

                  a.       Analyze and assess for the Company alternatives for
                           raising capital, including the use of private and
                           public offerings of the securities of the Company;

                  b.       Establishing relationships with securities
                           broker-dealers and institutional investors for the
                           purposes of obtaining capital through transactions
                           not involving a public offering;

                  c.       Providing the Company with recommendations, review of
                           documents and other advice relating to selection and
                           potential engagement of underwriters, market makers,
                           legal counsel and accountants;

                  d.       Advise the Company with respect to shareholder
                           relations;

                  e.       Identify opportunities for the Company involving a
                           business combination with an appropriate merger or
                           acquisition candidate;

                  f.       General consulting advice for marketing,
                           reorganization and restructuring.

         2.       Performance.

                  a.       The Consultant will use its best efforts to furnish
                           the Services to the Company on a timely basis.

                  b.       It is understood and agreed that the Services do not
                           include the provision by Consultant of public
                           relations services, advertising services, accounting
                           or auditing services, legal services or services in
                           connection with acting as an underwriter, broker,
                           dealer investment banker, market maker as to the



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                           securities of the Company. In this connection, it is
                           further understood and agreed that the Services do
                           not require or contemplate that the Consultant will
                           raise any capital for or on behalf of the Company.

                  c.       The Consultant shall render the services from any
                           location chosen by the Consultant.

                  d.       The Consultant shall be required to devote only such
                           time as the Consultant deems reasonably necessary, in
                           the Consultant's sole discretion, to render the
                           Services. Notwithstanding the foregoing, the
                           Consultant shall not be required to devote more than
                           35 hours in any consecutive thirty-day period in
                           rendering the Services.

3.       Information.

                  a.       In order for the Consultant to furnish the Services,
                           the Company will, as requested by the Consultant,
                           furnish the Consultant with all information
                           concerning the Company which Consultant reasonably
                           deems appropriate in such form as the Consultant may
                           require, will provide Consultant with access to the
                           officers, directors, accountants, counsel and other
                           advisors of the Company and will cause the
                           accountants for the Company to timely prepare and
                           furnish to the Consultant such financial statements
                           of the Company as may be reasonably requested by the
                           Consultant (collectively the "Due Diligence
                           Information").

                  b.       The Company hereby represents and warrants to the
                           Consultant that all Due Diligence Information will be
                           true and accurate in all material respects and will
                           not contain any untrue statement or material fact and
                           will not omit to state a material fact necessary in
                           order to make all or any part of the Due Diligence
                           Information not misleading in light of the
                           circumstances under which such Due Diligence
                           Information is provided.

                  c.       The Company acknowledges and agrees that the
                           Consultant will be using and relying upon the Due
                           Diligence Information supplied by the Company and its
                           officers, directors, agents or other designated
                           parties as well as any information concerning the
                           Company which is publicly available without any
                           independent investigation or verification thereof and
                           without any independent appraisal thereof by the
                           Consultant.

                  d.       The Consultant recognizes and accepts that some Due
                           Diligence Information may not have been publicly
                           disseminated and the wrongful use or distribution of
                           such information may be a violation of the antifraud
                           provisions of the federal securities laws.



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         4.       Service Term. Except as otherwise provided herein, the
                  Consultant shall be obligated to render the Services for a
                  period of one year from the date hereof (the "Service Term").

         5.       Suspension of Services and Termination. The Consultant shall
                  not be required to render any of the Services during the
                  Service Term during any time that the Company has breached any
                  of its obligations under this Agreement. Any such breach shall
                  not relieve the Company of any of its obligations under this
                  Agreement, including, but not limited to, its obligation to
                  pay the Compensation to the Consultant.

         6.       Compensation.

                  a.       In consideration of the Services that the Consultant
                           is obligated to provide to the Company pursuant
                           hereto, the Company shall pay the following
                           non-refundable compensation (collectively, the
                           "Compensation") to the Consultant:

                           (1)      Warrants to purchase up to 50,000 shares of
                                    the Company's common stock at a price of
                                    $.65 per share, subject to adjustment as set
                                    forth in the Warrants, upon the execution of
                                    this Consulting Agreement;

                           (2)      Warrants to purchase up to 20,000 shares of
                                    the Company's common stock at a price of
                                    $.65 per share, subject to adjustment as set
                                    forth in the Warrants, at such time, as any,
                                    as the lowest offer for a share of the
                                    Company's common stock in any public market
                                    therefor is at least $1.00 for three
                                    consecutive trading days within one year
                                    from the date of this Consulting Agreement;

                           (3)      Warrants to purchase up to 20,000 shares of
                                    the Company's common stock at a price of
                                    $.65 per share, subject to adjustment as set
                                    forth in the Warrants, at such time, as any,
                                    as the lowest offer for a share of the
                                    Company's common stock in any public market
                                    therefor is at least $1.25 for three
                                    consecutive trading days within one year
                                    from the date of this Consulting Agreement;

                           (4)      Warrants to purchase up to 20,000 shares of
                                    the Company's common stock at a price of
                                    $.65 per share, subject to adjustment as set
                                    forth in the Warrants, at such time, as any,
                                    as the lowest offer for a share of the
                                    Company's common stock in any public market
                                    therefor is at least $1.50 for three
                                    consecutive trading days within one year
                                    from the date of this Consulting Agreement;

                           (5)      Warrants to purchase up to 7,500 shares of
                                    the Company's common stock at a price of
                                    $.65 per share, subject to adjustment as set
                                    forth in the Warrants, as such time, as any,
                                    as each $100,000 of capital is



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                                    obtained by the Company in one or more
                                    transactions which are intended to not
                                    involve a public offering as a result,
                                    directly or indirectly, of an introduction
                                    by the Consultant within two years from the
                                    date of this Consulting Agreement; and

                           (6)      cash payments of 5% of each $100,000 of
                                    capital obtained by the Company as described
                                    in subparagraph 6.a.(5) above within two
                                    business days after such capital is received
                                    by the Company.

                  b.       For purposes of this Paragraph 6, capital shall
                           include, but not be limited to, proceeds received or
                           receivable by the Company or any subsidiary thereof
                           in connection with the issuance of any debt or equity
                           security or other instrument.

                  c.       All Warrants to be issued pursuant to this Paragraph
                           6 (the "Warrants") shall be exercisable during the
                           period of five years subsequent to the date of its
                           issuance and shall be in the form set forth in
                           Exhibit A hereto.

                  d.       For purposes of this Paragraph 6, the lowest offer
                           for a share of the Company's common stock in any
                           public market shall be adjusted in the same manner as
                           is the exercise price of the Warrants as set forth in
                           Exhibit A.

         6.       Expenses. The Company shall promptly reimburse the Consultant
                  for all expenses pre-approved in writing and incurred by the
                  Consultant in connection with the Services upon presentation
                  of corresponding receipts or other documentation to support
                  such expenses, provided, however, that the Company will allow
                  Consultant to submit and shall reimburse a maximum monthly
                  aggregate sum of $250 for incidental expenses incurred without
                  prior written consent of the Company as long as such expenses
                  are reasonable and incurred by the Consultant in connection
                  with the Services provided to the Company and no other entity
                  or client of Consultant.

         7.       Public Disclosure. Any reference to the Consultant or any
                  advice, information or other matter pertaining to the Services
                  shall not be publicly disclosed or made available to any third
                  parties without the prior written consent of the Consultant,
                  unless such disclosure is required by law.

         8.       Indemnification.

                  a.       The Company hereby agrees to indemnify, defend and
                           hold harmless the Consultant, its affiliates,
                           directors, officers, partners, agents and employees
                           and each other person, if any, controlling the
                           Consultant or any of its affiliates (collectively,
                           the "Consultant Indemnified Parties"), to the full
                           extent lawful, from and against any and all demands,
                           claims, actions or causes of action, assessments,
                           losses, damages, liabilities, costs and expenses,
                           including, without limitation, interest, penalties
                           and attorneys' fees and expenses asserted against,
                           imposed upon or incurred by the Consultant
                           Indemnified Parties



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                           resulting from or by reason of a breach of any
                           representation, warranty or covenant contained herein
                           or as a result of any action improperly taken or
                           omitted to be taken as required hereby by the
                           Company, its agents or employees.

                  b.       The Consultant hereby agrees to indemnify, defend and
                           hold harmless the Company, its affiliates, directors,
                           officers, partners, agents and employees and each
                           other person, if any, controlling the Company or any
                           of its affiliates (collectively, the "Company
                           Indemnified Parties"), to the full extent lawful,
                           from and against any and all demands, claims, actions
                           or causes of action, assessments, losses, damages,
                           liabilities, costs and expenses, including, without
                           limitation, interest, penalties and attorneys' fees
                           and expenses asserted against, imposed upon or
                           incurred by the Company Indemnified Parties resulting
                           from or by reason of a breach of any representation,
                           warranty or covenant contained herein or as a result
                           of any action improperly taken or omitted to be taken
                           as required hereby by the Consultant, its agents,
                           assigns or employees. The aggregate liability of the
                           Consultant with respect to such indemnification shall
                           be limited to the total Compensation of the
                           Consultant under this Agreement which has then been
                           paid to the Consultant, its agents, assigns or
                           employees whether in the form of cash, Warrant, or
                           the profits derived by the Consultant through the
                           sale of such Warrants and whether such Compensation
                           is actually received by warrant or assigned to a
                           third party by Consultant in accordance with
                           paragraph 16 hereof.

                  c.       No party shall be liable to indemnify any other party
                           to the extent that demands, claims, actions or causes
                           of action, assessments, losses, damages, liabilities,
                           costs or expenses against the liable party resulted
                           from bad faith, misrepresentation, omission,
                           negligence or disregard of duty, or breach of any
                           applicable foreign, federal or state laws concerning
                           the sales, marketing, trading, promotion or
                           registration of securities by such party, its agents,
                           assigns or employees.

                  d.       The rights of indemnification as set forth in this
                           Paragraph 8 shall be in addition to any rights that
                           the Consultant Indemnified Parties or Company
                           Indemnified Parties or any other person entitled to
                           indemnification may have in law or otherwise,
                           including but not limited to, any right to
                           contribution, provided, however, in no event shall
                           the Consultant be liable or responsible for any
                           amount in excess of the Compensation actually paid to
                           the Consultant, its agents, assigns or employees
                           whether in the form of cash, Warrant, or the profits
                           derived by the Consultant through the sale of such
                           Warrants and whether such Compensation is actually
                           received by warrant or assigned to a third party by
                           Consultant in accordance with paragraph 16 hereof.

                  e.       Any party seeking indemnification ("Indemnitee")
                           shall notify the other party ("Indemnitor") of any
                           claim against Indemnitee within 15 days after it has
                           notice of such claim, but failure to notify
                           Indemnitor shall in no case prejudice



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                           the rights of Indemnitee under this Agreement unless
                           Indemnitor shall be prejudiced by such failure and
                           then only to the extent of such prejudice. Should
                           Indemnitor fail to discharge or undertake to defend
                           Indemnitee against such liability (with counsel
                           reasonably approved by Indemnitee), within 10 days
                           after Indemnitee gives Indemnitor written notice of
                           the same, then Indemnitee may settle such claim, and
                           Indemnitor's liability to Indemnitee shall be
                           conclusively established by such settlement, the
                           amount of such liability to include both the
                           settlement consideration and the reasonable costs and
                           expenses, including attorney's fees, incurred by
                           Indemnitee in effecting such settlement. Indemnitee
                           shall have the right to employ its own counsel in any
                           such case, but the fees and expenses of such counsel
                           shall be at the expense of Indemnitee unless: (a) the
                           employment of such counsel and the fees payable
                           thereto shall have been authorized in writing by
                           Indemnitor in connection with the defense of such
                           action, (b) Indemnitor shall not have employed
                           counsel to direct the defense of such action, or (c)
                           Indemnitee shall have reasonably concluded that there
                           may be defenses available to it which are different
                           from or additional to those available to Indemnitor
                           which results in a conflict of interest (in which
                           case Indemnitor shall not have the right to direct
                           the defense of such action or of Indemnitee), in any
                           of which events such fees and expenses shall be borne
                           by Indemnitor.

         10.      Status of Consultant. The Consultant shall be deemed to be an
                  independent contractor. The Consultant shall have no authority
                  to, and shall not, bind the Company to any agreement or
                  obligation with a third party. Nothing in this Agreement shall
                  be construed to constitute the parties hereto as partners or
                  joint venturers with each other.

         11.      Other Activities of Consultant Indemnified Parties. The
                  Company recognizes and accepts the fact that the Consultant
                  Indemnified Parties now render, and in all probability will
                  continue to render, services which are substantially similar
                  to the Services to other parties, some of which may conduct
                  business and have activities similar to those of the Company.
                  The Company specifically authorizes the Consultant Indemnified
                  Parties to continue with such activities.

         12.      Other Agreements and Understandings. If the Company, following
                  the issuance of any Warrants to Consultant pursuant to this
                  Agreement, at any time registers its shares of common stock
                  for sale or resale under the Securities Act of 1933 or the
                  Arkansas Securities Act (collectively or individually the
                  "Securities Act(s)") in connection with an underwritten public
                  offering, the Company shall cause the Company's shares
                  underlying the issued Warrants to be registered under the
                  applicable Securities Act as part of such registration of the
                  underwritten public offering. The cost of all such
                  registrations shall be borne by the Company except for fees
                  and disbursements of special counsel or consultants retained
                  by the Consultant and underwriters or brokers discounts
                  applicable to the securities. If the managing underwriter
                  shall advise the Company and the Consultant in writing that
                  the inclusion in any registration pursuant hereto of some or
                  all of the shares sought to be registered


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                  creates a substantial risk that the proceeds or price per
                  unit, which the sellers of securities covered by such
                  registration will derive from the sale of such securities
                  pursuant to such registration, will be reduced or that the
                  number of securities to be registered (including those sought
                  to be registered by the Company and those sought to be
                  registered by the Consultant is too large a number to be
                  reasonably sold, then the number of shares sought to be
                  registered by the Consultant shall be reduced to the extent
                  necessary to reduce the number of securities to be registered
                  to the number recommended by the managing underwriter. In no
                  instance shall the Company be required to reduce the number of
                  shares of common stock it seeks to register to enable shares
                  underlying the Warrants.

         13.      Miscellaneous.

                  a.       Benefit. This Agreement shall inure to the benefit of
                           the parties thereto and their respective successors
                           and assigns.

                  b.       Entire Agreement. This Agreement contains the entire
                           understanding of the parties hereto in respect of the
                           subject matter contained herein. There are no
                           representations, warranties, promises, covenants or
                           undertakings other than those expressly set forth
                           herein. This Agreement supersedes all prior
                           agreements, whether written or oral, between the
                           parties with respect to the subject matter hereof.
                           This Agreement may be amended only by a written
                           agreement duly executed by the parties hereto. Any
                           condition to a particular party's obligations
                           hereunder may be waived in writing by such party.

                  c.       Headings. The headings contained in this Agreement
                           have been inserted for convenience and reference
                           purposes only and shall not affect the meaning or
                           interpretation hereof in any manner whatsoever.

                  d.       Separability. If any of the terms, provisions or
                           conditions contained in this Agreement shall be
                           declared to be invalid or void in any judicial
                           proceeding, this Agreement shall be honored and
                           enforced to the extent of its validity, and those
                           provisions not declared invalid shall remain in full
                           force and effect.

                  e.       Notices. All notices, requests, demands and other
                           communications required or permitted to be given
                           hereunder shall be deemed given when received by the
                           parties at the addresses below or to such other
                           address, or the attention of such other party, as the
                           parties shall advise the other by notice given in
                           conformity herewith.

                           If to the Company:         Pet Quarters, Inc.
                                                      720 E. Front Street
                                                      Lonoke, Arkansas 72086
                                                      Attn: Steve Dempsey



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                           If to the Consultant:      Aries Equity Corp.
                                                      3942 Jane Lane
                                                      Oceanside, NY 11572
                                                      Attn.: D. Robert Albi, CEO

                           or to such other address, or the attention of such
                           other party, as the parties shall advise the other by
                           notice given in conformity herewith.

         14.      Governing Law. This Agreement shall be governed by, construed
                  and enforced in accordance with the laws of the State of New
                  York without giving effect to conflicts of law.

         15.      Counterparts. This Agreement may be executed in counterparts
                  each of which shall be deemed an original and all of which
                  together shall constitute one and the same agreement.

         16.      Assignments. This Agreement may not be assigned by either
                  party except that the Consultant may assign its right to
                  Compensation under this Agreement, but not its
                  responsibilities, obligations, duties and liabilities, to D.
                  Robert Albi or any other entity then controlled by D. Robert
                  Albi, and upon such assignment, the assignee shall assume the
                  same responsibilities, obligations, duties and liabilities as
                  Consultant has under this Agreement.

         17.      Facsimile Signatures. Facsimile signatures on counterparts of
                  this Agreement are hereby authorized and shall be acknowledged
                  as if such facsimile signatures were an original execution,
                  and this agreement shall be deemed as executed when an
                  executed facsimile hereof is transmitted by a party to any
                  other party.

         18.      Arbitration. Any dispute controversy, difference or claim
                  arising between the parties out of, relating to or in
                  connection with this Agreement, shall be settled by
                  arbitration in accordance with the applicable rules of the
                  American Arbitration Association then in effect. Any
                  arbitration hearing shall be held in Nassau County, New York.
                  This agreement to arbitrate shall be specifically enforceable.
                  The award of the arbitrator(s) shall be final and binding, on
                  the parties and judgment upon any such award shall be
                  enforceable by the prevailing party before the courts of
                  competent jurisdiction of the non-prevailing party's domicile.
                  This provision shall survive the termination of this
                  Agreement. In the event one of the parties gives the other
                  parties notice of arbitration, the parties shall agree upon
                  the arbitrator within thirty days from the date of such
                  notice, and if they fail to do so, the arbitrator shall be
                  selected by the American Arbitration Association. The
                  reasonable compensation and expenses of the arbitration shall
                  be shared equally by the parties. In each instance, the
                  decision of the arbitrator shall be final and binding.



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

ARIES EQUITY CORP.                     PET QUARTERS, INC.


By:                                    By:
   -------------------------------        --------------------------------
   D. Robert Albi, President              Steve Dempsey, CEO



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