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                                                                    EXHIBIT 10.2



                         [PET QUARTERS, INC. LETTERHEAD]



                                October __, 2000



AMRO International, S.A.
c/o UltraFinanz AG
Grossmuensterplatz 6
Zurich CH-8022 Switzerland
Attn:  H.U. Bachofen



         Re: Second Amendment to Loan Agreement and First Amendment to Common
Stock and Warrants Purchase Agreement



Gentlemen:



                  Reference is made to that certain Loan Agreement (the "Loan
         Agreement"), dated May 2, 2000, between Pet Quarters, Inc. (the
         "Company") and AMRO International, S.A. (the "Purchaser") and that
         certain Common Stock and Warrants Purchase Agreement (the "Stock
         Agreement"), dated February 23, 2000, between the Company and the
         Purchaser. Paragraph 4 of the Convertible Debenture, as currently
         constituted, requires the Company to pay the entire unpaid balance of
         the Convertible Debenture plus any accrued but unpaid interest thereon
         on November 5, 2000 (the "Maturity Date"). The Company anticipates the
         need to extend the Maturity Date an additional six (6) months.
         Therefore, the Company wishes to amend the Loan Agreement to extend the
         Maturity Date to May 5, 2001.



                  In consideration of the mutual covenants and agreements
         contained herein, and for other good and valuable consideration, the
         receipt and sufficiency of which are hereby acknowledged, the parties
         hereby agree to:



                  (i) amend the definition of Maturity Date in the Convertible
         Debenture to be May 5, 2001.



                  (ii) restate Paragraph 3 of the Convertible Debenture, in its
         entirety, as follows:



                  3. The Holder of this Debenture is entitled, at its option, to
         convert on any business day commencing on the date hereof, the
         principal amount of this Debenture or any portion thereof and, at the
         Holder's election, any accrued but unpaid interest, into shares of
         Common Stock of the Company ("Conversion Shares") at a conversion price
         for each share of Common Stock equal to, at the Holder's election and
         if applicable, (i) $1.00, subject to adjustment for any stock splits,
         reverse stock splits or the like effected after the date hereof and
         subject to adjustment pursuant to Section 6 of the Loan Agreement, or
         (ii) at any time after the Company does not use at least 50% of the net
         proceeds of any subsequent equity financing (except for a private
         placement of equity


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         securities of the Borrower by or through Keane Securities Co., Inc. to
         be closed on or about May 8, 2000 or any other equity financing by the
         Holder) to redeem this Debenture, the average of the lowest three (3)
         closing bid prices of the Company's Common Stock during the 22 business
         days prior to the business day on which the notice of conversion is
         transmitted to the Holder ("Conversion Price"). The minimum conversion
         amount per Notice of Conversion (as defined below) shall not be less
         than $50,000, unless the principal amount outstanding is less than
         $50,000.



                  (iii) amend the Exercise Price of the Warrant, Exhibit C to
         the Stock Agreement, to be $1.00.



                  (iv) amend the Exercise Price of the Warrant, Exhibit A to the
         Amendment to Loan Agreement, to be $1.00.



                  All terms used but not defined in this letter shall have the
         meanings set forth in the Loan Agreement or the Stock Agreement.


                  If the foregoing correctly sets forth our understanding and
         agreement, please so indicate by signing where indicated below.

                                          Very truly yours,

                                          PET QUARTERS, INC.


                                          By:
                                             -----------------------------------
                                             Steven Dempsey, President



ACCEPTED AND AGREED TO:



AMRO INTERNATIONAL, S.A.



By:
   ----------------------------------
   H.U. Bachofen, Director