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<FILING-DATE>20010614
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>PETMED EXPRESS INC
<CIK>0001040130
<ASSIGNED-SIC>5190
<IRS-NUMBER>650680967
<STATE-OF-INCORPORATION>FL
<FISCAL-YEAR-END>0330
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<FORM-TYPE>8-K
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<FILE-NUMBER>000-28827
<FILM-NUMBER>1660806
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<BUSINESS-ADDRESS>
<STREET1>1441 SW 29 AVENUE
<CITY>POMPANO BEACH
<STATE>FL
<ZIP>33069
<PHONE>9549794788
</BUSINESS-ADDRESS>
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<STREET1>1441 SW 29 AVENUE
<CITY>POMPANO BEACH
<STATE>FL
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<FILENAME>jun1401-8k.txt
<TEXT>



=============================================================================

             UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                 FORM 8-K

                              CURRENT REPORT

  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported): June 14, 2001



                      Commission file number 000-28827


                              PETMED EXPRESS, INC.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)



            FLORIDA                                           65-0680967
---------------------------------                        -------------------
(State or other jurisdiction                                (IRS Employer
of incorporation or organization)                        Identification No.)

1441 S.W. 29th Avenue, Pompano Beach, Florida                  33069
---------------------------------------------                ----------
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code: (954) 979-5995


                             Not Applicable
      -------------------------------------------------------------
      (Former name or former address, if changed since last report)



<PAGE>    1



Item 2.  Acquisition or Disposition of Assets

On May 31, 2001, the Company sold their facilities (50,000 square
foot corporate office building), which includes the principal
executive offices and warehouse, to an unrelated third party.  The
Company received proceeds of  $2,150,000, of which approximately
$1,600,000 was used to pay off the mortgage.  The Company then entered
into a five-year term leaseback agreement for 20,000 of the 50,000
square foot Pompano Beach office building.  The lease term runs
through May 2006.  The financial results of the transaction will be
reported in the first quarter of fiscal year 2002.


Item 7.  Financial Statements, Pro Forma Financial Information and
         Exhibits.

99.1	Agreement of  Sale of Corporate Office Building




<PAGE>    2



                              SIGNATURES



         Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.


					PETMED EXPRESS,, Inc.


Date: June 14, 2001                     By: /s/ Bruce S. Rosenbloom
                                           ---------------------------
                                           Bruce S. Rosenbloom,
                                           Chief Executive Officer




<PAGE>    3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>saleag-6018k.txt
<DESCRIPTION>AGREEMENT OF SALE AND PURCHASE
<TEXT>

                  AGREEMENT OF SALE AND PURCHASE
                  ------------------------------

THIS AGREEMENT OF SALE AND PURCHASE ("Agreement") is by and between
RMS PROPERTIES, L.L.C., an Illinois Limited Liability Company doing
business in Florida as RMS PROPERTIES OF ILLINOIS, L.L.C., having an
address at 331B West Golf Road, Schaumburg, Illinois 60195 or nominee
(the "Buyer") and PETMED EXPRESS, INC., a Florida Corporation, having an
address at 1441 SW 29th Street, Pompano Beach, Florida  ("Seller").
This Agreement is to be effective as of the date that the last of Buyer
and Seller have executed this Agreement (the "Effective Date").

In consideration of the covenants and provisions contained herein,
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

     1.      Agreement of Sale and Purchase.  Seller agrees to sell to
Buyer, and Buyer agrees to purchase from Seller, subject to the terms and
conditions of this Agreement, Seller's fee simple interest in that
certain property comprised of one (1) office/warehouse building
consisting of approximately 49,920 rentable square feet on approximately
4.37 acres more or less, whose tax folio numbers are 4942-04-08-0010,
located at 1441 SW 29th Street, Pompano Beach, Florida, as more fully
described by the legal description attached hereto as Exhibit "A",
together with all right, title and interest of Seller in and to any land
lying in the bed of any highway, street, road or avenue, opened or
proposed, in front of or abutting or adjoining such tracks or pieces of
land and any easements and appurtenances pertaining thereto (the "Real
Property") and all the buildings and other improvements situated thereon,
including all fixtures, and HVAC systems and equipment attached or
appurtenant to, located in or on, or used in connection with the Real
Property (the "Personal Property").  (The Real Property and the Personal
Property are jointly called the "Property".)

     2.      Purchase Price.  The purchase price for the sale of Seller's
fee simple interest in the Property is $2,150,000.00 (the "Purchase
Price") payable as follows:

        (a)     $200,000.00 (the "Deposit") by check payable to the trust
account of the real estate firm of NAI-Rauch, Weaver, Norfleet, Kurtz &
Co. ("Escrow Agent"), which shall be delivered to Escrow Agent within two
(2) business days following the Effective Date.  The Deposit shall be
held in an interest bearing, federally insured money market account by
Escrow Agent in accordance with the provisions specified in this
Agreement pending consummation of this transaction.  Any interest earned
on the Deposit shall be paid to Buyer unless Seller shall be entitled to
the Deposit by reason of a default by Buyer, in which case such interest
shall be paid to Seller.  Seller's Federal Tax I.D. Number  is 65-
0680967; Buyer's Federal Tax I.D. Number is 36-4203617.

        (b)     The balance of the Purchase Price, subject to prorations
and adjustments as herein provided, shall be paid to Seller at Closing
(as defined below) by wire transfer of immediately available federal
funds.


                                  1

<PAGE>    Exhibit 99.1


     3.      Closing.  Closing shall be held on the date (the "Closing
Date") which is fifteen (15) calendar days after expiration of the Due
Diligence Period (as defined below) (or on the next business day
thereafter if such date is not a business day), at the office of
Seller's counsel ("Closing").  It is agreed that the time of Closing and
the obligation of Seller to deliver the special warranty deed and other
closing documents at Closing upon Buyer's full payment of the Purchase
Price in cleared funds are of the essence of this Agreement.

     4.      Condition of Title.

        (a)     Title to Seller's fee simple interest in the Property
shall be good and marketable, (i) free and clear of all liens (except for
the lien of real estate taxes and assessments for the current year not
yet due and payable, restrictions, easements, conditions, assessments,
agreements, encumbrances, claims or liens by contractors, subcontractors,
mechanics and materialmen, leases, financing statements or other personal
property liens or encumbrances and other title objections, other than
such title exceptions as may be approved by Buyer within the Due
Diligence Period.  Within ten (10) days after the Effective Date, Seller
shall obtain and deliver at its expense a title insurance commitment in
the amount of the Purchase Price, issued by Lawyer's Title Insurance
Company committing to issue a fee simple owner' title insurance policy
with an effective date not earlier than the Effective Date, and including
copies of all Schedule B-1 and B-2 documents.  All standard exceptions
and the "gap" shall be deleted at the time of Closing, and there shall be
no exception for possible mechanics liens or possible taxes and
assessments for prior years against Seller or the Property.  Seller shall
deliver to Buyer within three (3) days of the Effective Date, a prior
survey of the Property, if in Seller's possession.  Buyer,  at Buyer's
election and expense may obtain either an update and recertification of
Seller's existing survey,  or a new survey of the Property prepared by a
Florida registered land surveyor ("survey").  In the event the Survey
shows any encroachments, non-contiguity, overlaps, strips, gores,
easements, rights-of-way, hiatus, or any  other type of encumbrance or
matter not authorized by the provisions of this Agreement, they shall be
considered as title defects and may be objected to by Buyer during the
Due Diligence Period.

        (b)     Buyer shall have until the expiration of the Due
Diligence Period to give written notice to Seller of any objections that
Buyer may have to any exceptions to title as disclosed in the Commitment
(including any endorsements thereto) and survey or otherwise as to any
unrecorded matters.  Any title exceptions not timely objected to by Buyer
shall be deemed permitted exceptions (the "Permitted Exceptions").

        (c)     In the event Buyer timely delivers its title objections
to Seller, Seller will cooperate with Buyer and shall use reasonable
efforts to cure by Closing Buyer's title objections; provided, however,
that (i)  Seller shall not be required to cure any matters which cannot
be cured within fifteen (15) days after Seller's receipt of Buyer's title
objection letter; (ii) Seller shall not be required to incur in the
aggregate in excess of Twenty Thousand Dollars ($20,000.00) to cure all
title objections; (iii) Seller shall not be obligated to institute any
legal action to cure any such title objections and provided, further,
that Seller shall not be required to cure any such title objections which
are not considered title defects under the Title Standards adopted by the
authority of the Florida Bar.  Seller, however, agrees that Seller shall
pay and discharge all liens at Closing which can be satisfied by payment
of a liquidated sum.




                                  2

<PAGE>    Exhibit 99.1


         (d)     At Closing, Seller shall transfer its fee simple interest
in the Property to Buyer by Special Warranty Deed ("Deed") in recordable
form attached hereto and made a part hereof as "Exhibit B", subject only
to the Permitted Exceptions, and the following matters which shall also
be deemed to be Permitted Exceptions:  the lien of all ad valorem real
estate taxes and assessments not yet due and payable as of the date of
Closing; and local, state and federal laws, ordinances or governmental
regulations, including but not limited to building and zoning laws,
ordinances and regulations.

         (e)     If title to the Property cannot be conveyed to Buyer at
Closing in accordance with the requirements of this Agreement for a
reason other than the existence of any lien on the Property for an amount
not in excess of the Purchase Price, then Buyer shall have the option of
either (i) of taking such title as Seller has without abatement of the
Purchase Price, or (ii) of terminating Buyer's obligations under this
Agreement, having the Deposit (with any accrued interest) returned to it,
whereupon this Agreement shall be cancelled and neither party shall have
any further rights or obligations hereunder except to the extent that any
right, obligation or liability set forth herein expressly survives
termination of this Agreement.

     5.      Representations and Warranties.  Seller, to induce Buyer to
enter into this Agreement and to complete the sale and purchase of the
Property hereunder, represents, warrants and covenants to Buyer as
follows:

        (a)     Except to the extent identified on "Schedule One"
attached hereto and made part hereof to Seller's knowledge, without
investigation, Seller has received no notice from, any governmental
authority requiring any work, repairs, construction, alterations or
installations on or in connection with the Property, or asserting any
violation of any federal, state, county or municipal laws, ordinances,
codes, orders, regulations or requirements affecting any portion of the
Property, including, without limitation, the Americans with Disabilities
Act, Florida Americans with Disabilities Accessibility Implementation Act
and any applicable environmental laws or regulations. To the best of
Seller's knowledge, there is no action, suit or proceeding pending or, to
the knowledge of Seller, threatened against or affecting Seller or the
Property or any portion thereof or relating to or arising out of the
ownership of the Property, in any court or before or by any federal,
state, county or municipal department, commission, board, bureau or
agency or other governmental instrumentality.

        (b)     To Seller's knowledge, without investigation, no
assessments or charges for any public improvements have been made against
the Property which remain unpaid, no improvements to the Property or any
roads or facilities abutting the Property have been made for which a
lien, assessment or charge can be filed or made, and Seller has no
knowledge of any plans for improvements by any governmental or quasi-
governmental authority which might result in a special assessment against
the Property.  Provided Closing is completed hereunder and there is no
breach of the warranties contained in this subparagraph, Buyer will be
responsible for payment of any certified special assessments for any
public improvement made after the Effective Date.

        (c)     Seller has received no notice from any insurance company
which has issued a policy with respect to the Property or by any board of
fire underwriters (or other body exercising similar functions) claiming



                                  3

<PAGE>    Exhibit 99.1


any defects or deficiencies or requesting the performance of any repairs,
alterations or other work, and Seller will promptly notify Buyer of and
comply with any such notice or requirement at Seller's cost or, in the
alternative, terminate the contract without further liability on Seller's
part if such notice is received prior to Closing.

         (d)     There are no management, employment, service, equipment,
supply, maintenance, water, sewer, or other utility or concession
agreements or agreements with municipalities with respect to or affecting
the Property which will burden the Property or obligate Buyer after
Closing in any manner whatsoever, except for the contracts and agreements
as listed on Exhibit "C" attached hereto and made a part hereof ("Service
Agreements").    During the Due Diligence Period Buyer may determine
which of the Service Agreements listed on Exhibit "C" Buyer desires to
have assigned to Buyer at Closing.  Seller agrees to cooperate with Buyer
in determining as to any such Service Agreements whether they are
assignable, and on what terms the Service Agreements may be terminated.
If Buyer proceeds beyond the Due Diligence Period, then Buyer shall
notify Seller which of the assignable Service Agreements (the "Assigned
Agreements") Buyer desires to have assigned at Closing, and which of the
terminable Service Agreements Buyer desires for Seller to terminate as of
Closing.   At closing, the parties shall execute an Assignment of
Contracts in the form attached hereto as Exhibit "D".

        (e)     There are no proceedings pending or to Seller's knowledge
threatened by or against Seller in bankruptcy, insolvency or
reorganization in any state or federal court.

        (f)     There are no existing leases, whether oral or written,
agreements of sale, options, tenancies, licenses or any other claims to
possession affecting the Property except as identified on Exhibit "E".

        (g)     If, after Seller's execution hereof, any event occurs or
condition exists which renders any of the representations contained
herein untrue or misleading in any material respect, Seller shall
promptly notify Buyer in writing.

        (h)     Neither the execution and delivery of this Agreement, nor
compliance with the terms and conditions of this Agreement by Seller, nor
the consummation of the sale constitutes or will constitute a violation
or breach of the Seller's articles of incorporation or bylaws  or of any
agreement or other instrument to which Seller is a party, to which Seller
is subject or by which Seller is bound.

        (i)     The execution and delivery of this Agreement have been
approved by the Seller and no further corporate action is required on the
part of Seller to consummate the transaction contemplated hereby.  The
corporate officers of Seller executing this Agreement on behalf of Seller
have all requisite authority to execute this Agreement; and this
Agreement, as executed, is valid, legal and binding upon Seller.

     These representations and warranties shall be true and correct from
the Effective Date through and including the Closing, and shall survive
Closing for a period of twelve (12) months and thereafter shall be deemed
null and void and of no further effect.



                                  4

<PAGE>    Exhibit 99.1


     6.      Conditions of Buyer's Obligations.  The obligation of Buyer
under this Agreement to purchase the Property from Seller is subject to
the satisfaction at Closing of each of the following conditions (any one
of which may be waived in whole or in part by Buyer at or prior to
Closing):

        (a)     All of the representations, covenants and warranties by
Seller set forth in this Agreement shall be true and correct at and as of
Closing in all material respects as though such representations,
covenants and warranties were made at and as of Closing, and Seller shall
have performed, observed and complied with all covenants, agreements and
conditions required by this Agreement to be performed on its part prior
to and as of Closing.

        (b)     Buyer shall have a period of time to conduct due
diligence investigations  commencing from the Effective Date of this
Agreement, and running through the date which is thirty (30) days
thereafter (the "Due Diligence Period").  Buyer shall have the right to
make physical inspections of the Property, site assessments,
environmental assessments and any and all other studies, assessments or
investigations which Buyer deems necessary, all at Buyer's expense, and
to examine at such place or places as is agreeable to the parties any
operating files maintained by Seller or its property manager in
connection with the leasing, maintenance and/or management of the
Property.  Buyer agrees that any on-site inspections shall be conducted
upon reasonable prior notice to Seller.  Buyer agrees to indemnify and
hold Seller harmless against any claim for liabilities, damages, actions,
costs, expenses including reasonable attorneys' fees and costs and
damages or injuries arising out of or resulting from the inspection of
the Property made by Buyer or is agents.  This indemnity obligation of
Buyer shall survive Closing or any termination of this Agreement.    If
Buyer, in its sole and absolute discretion, determines that it does not
desire to acquire the Property, with or without reason, and notifies
Seller by 5:00 p.m. on or before the last day of the Due Diligence Period
of its election to terminate this Agreement, the Initial Deposit and all
accrued interest shall be returned to Buyer, this Agreement thereupon
shall become void and there shall be no further obligation or liability
on either of the parties hereto.

     In the event, on the last day of the Due Diligence Period, Buyer has
not terminated this Agreement by giving timely written notice to Seller
as above provided, Buyer shall be obligated to purchase the Property in
accordance with this Agreement.

        (c)     The Seller shall convey to Buyer good and marketable
title to Seller's fee simple interest in the Property, subject only to
the Permitted Exceptions.

        (d)     Seller shall not have entered into any new leases or any
modifications or renewals of any of the leases after the Due Diligence
Period, the terms of which have not been approved in writing by Buyer,
which approval may be withheld in Buyer's reasonable discretion.

        (e)     Buyer shall have reviewed and accepted the conditions
stated in the estoppel certificates of all tenants in form reasonably
satisfactory to Buyer.

        (f)     The parties shall have entered into a Seller leaseback
under terms and conditions acceptable to the parties.



                                  5

<PAGE>    Exhibit 99.1


                Unless all the foregoing conditions contained in this
Paragraph 6 are satisfied within the time period specified, or if no time
period is specified, prior to or at Closing, Buyer, at its election,
shall on or before the Closing Date, either (i) terminate this Agreement
and have the Deposit refunded together with accrued interest or
(ii) waive in writing the satisfaction of any such conditions, in which
event this Agreement shall be read as if such conditions no longer
existed.

     7.      Delivery of Documents.

       (a)     Within five (5) business days of the Effective Date,
Seller shall deliver to Buyer:

               (i)     Copies of all service contracts and other
       agreements referenced in Exhibit "B" with respect to the Property;

              (ii)    copies of recent real estate and personal property
       tax bills pertaining to the Property.

             (iii)   copies of all leases pertaining to the Property;

             (iv)    copies of any existing title insurance policies for
       the Property;

             (v)     copies of any surveys; and

             (vi)    copies of all plans and specifications within
       Seller's possession or control;

             (vii)   copies of all environmental audits, engineering
       studies, appraisals or other studies or investigations pertaining to
       the Property within Seller's possession or control;

       (b)     At Closing, Seller shall deliver to Buyer duly executed
originals of the following with respect to the Property:

             (i)     The Deed.

             (ii)    An absolute bill of sale for the Personal Property
       with special warranties.

             (iii)   A Nonforeign Person Certification, as required
       under Section 1445 of the Internal Revenue Code.

             (iv)    An assignment and assumption in form and substance
       mutually satisfactory to Seller and Buyer, duly executed by Seller,
       assigning to Buyer all of Seller's right, title and interest in and
       to (A) any and all leases; (B) any and all guaranties and
       warranties, if any, pertaining to the Property; and (C) any permits,
       licenses, plans, authorizations and approvals relating to ownership,
       operation or occupancy of the Property, and to the extent
       assignable, an assignment and assumption of such agreements from
       Exhibit "B" as approved by Buyer.



                                  6

<PAGE>    Exhibit 99.1


             (v)     Originals of the following instruments (or copies
        if originals are unavailable):

                     (A)     all assigned contracts and agreements
             pursuant to Exhibit "B" attached hereto;

                     (B)     all leases;

                     (C)     each bill of current real estate taxes, sewer
             charges and assessments, water charges and other utilities,
             together with proof of payment thereof (to the extent same
             have been paid); and

                     (D)     all assigned guaranties and warranties.

             (vi)    All keys and combinations to locks at the Property,
        all plans, specifications, as-built drawings, surveys, site plans,
        equipment manuals, technical data and other documentation relating
        to the building systems, equipment and any other personal property
        forming part of the Property or any portion thereof in the
        possession of Seller or any property manager(s).

             (vii)   A Seller no lien, gap and possession affidavit in
        favor of Buyer and Buyer's title insurer in the form reasonably
        required by such title insurance company.

             (viii)  Such other documents as reasonably may be
        required to consummate this transaction in accordance with this
        Agreement.

     8.      Possession.  Possession of the Property shall be given to
Buyer at Closing, subject only to those leases stated on Exhibit C.

     9.      Apportionments, Credits and Prorations.

             (a)     Seller shall be responsible for all real estate taxes,
personal property taxes, utility charges and other expenses of operation
of the Real Property through the day prior to closing.  Current year
taxes shall be prorated through closing based on the last ascertainable
tax bill and shall be reprorated when determined by the parties.

             (b)     All documentary stamp taxes and surtaxes imposed on
or in connection with the recording of the Deed  shall be paid by Seller.
Buyer shall pay for the expense of recording the Deed.



                                  7

<PAGE>    Exhibit 99.1


             (c)     Seller shall pay the premium for the owner's title
insurance policy only specified herein.    Buyer shall pay for all
endorsements and for the title premium for any mortgagee title policy.

             (d)     Rents shall be prorated through the day prior to
closing and unapplied security deposits shall be credited to Buyer at
closing.

             (e)     Buyer and Seller shall each pay its own legal fees
and costs with respect to this transaction.

             (f)     All other costs and expenses incident to this
transaction and the Closing thereof shall be paid by the party incurring
same.

     10.     Condemnation.   Seller covenants and warrants that Seller has
not heretofore received any notice of any condemnation proceeding or
other proceeding in the nature of eminent domain in connection with the
Property.  If prior to Closing any such proceeding is commenced or any
change is made, or proposed to be made, to the current means of ingress
and egress to the Property or to the roads or driveways adjoining the
Property, or to change such ingress or egress or to change the grade
thereof, Seller agrees promptly to notify Buyer thereof.  Either Seller
or Buyer then shall have the right, at their option, to terminate this
Agreement by giving written notice to the other within five (5) days
after receipt of such notice.  If Buyer or Seller does not so terminate
this Agreement, Buyer shall proceed to Closing hereunder as if no such
proceeding had commenced and will pay Seller the full Purchase Price in
accordance with this Agreement; Seller shall assign to Buyer all of its
right, title and interest in and to any compensation for such
condemnation, Seller shall not negotiate or settle any claims for
compensation prior to Closing, and Buyer shall have the sole right (in
the name of Buyer or Seller or both) to negotiate for, to agree to and to
contest all offers and awards.

     11.     Default by Buyer.   If Buyer in default of its obligations
hereunder, fails to complete Closing, the Deposit and all accrued
interest shall be paid to Seller.  Such payment of the Deposit and all
accrued interest to Seller shall be deemed to be liquidated damages for
Buyer's default and the receipt of same shall be Seller's exclusive and
sole remedy, and Seller hereby waives any right to recover the balance of
the Purchase Price, or any part thereof, and the right to pursue any
other remedy permitted at law or in equity against Buyer.  Buyer and
Seller acknowledge and agree that actual damages are difficult or
impossible to ascertain and the Deposit is a fair and reasonable
estimation of the damages of Seller.

     12.     Default by Seller.  Except to the extent expressly provided
for otherwise in this agreement, if  Seller, without the right to do so
and in default of its obligations hereunder, fails to complete Closing,
the Buyer may (1) terminate this agreement in which case the Deposit and
all accrued interest shall be returned to Buyer and the parties shall be
relieved of any further liability hereunder or (2)   Buyer may sue for
specific performance.

     13.     Risk of Loss.  Seller shall bear the risk of all loss or
damage to the Property from all causes other than loss or damage caused
directly or indirectly by Buyer, or its members, inspectors, contractors,
subcontractors, agents or other representatives until Closing.  Seller



                                  8

<PAGE>    Exhibit 99.1


represents that it has, and will maintain pending Closing, a policy of
fire and extended coverage insurance in at least the full amount of the
replacement cost of all buildings and improvements located on the
Property.   If at any time prior to Closing any portion of the Property
is destroyed or damaged as a result of fire or any other casualty
whatsoever, Seller shall promptly give written notice thereof to Buyer
and either party shall have the right (i) to terminate this Agreement
within five (5) business days after receipt of the notice by written
notice to the other, whereupon Escrow Agent shall return the Deposit
(with any accrued interest) to Buyer, and thereafter this Agreement shall
be void and neither party shall have any further rights or obligations
hereunder.

     14.     Brokerage.  Buyer represents and warrants to Seller and Seller
represents and warrants to Buyer that each dealt with no broker, agent,
finder or other intermediary in connection with this sale and purchase
other than NAI-Rauch Weaver Norfleet Kurtz & Co.  ("RWNK") as agent of
the Seller.  Seller is responsible for payment of the commission due to
RWNK in the amount of Eighty Thousand Dollars ($80,000.00) only if and
when Closing takes place, out of the proceeds thereof.  Seller agrees to
indemnify, defend and hold Buyer harmless (including costs and reasonable
attorneys' fees at trial and all appellate levels) from and against the
claims of any and all brokers and other intermediaries claiming a
commission in connection with this sale or the Leases.  Buyer agrees to
indemnify, defend and hold Seller harmless (including costs and
reasonable attorneys' fees at trial and all appellate levels) from and
against the claims of any and all brokers, agents, finders and other
intermediaries arising from any breach by Buyer of Buyer's representation
and warranty in this paragraph.  The representations and covenants of
this paragraphs shall survive the Closing or termination of this
Agreement.

     15.     Operation of the Property Prior to Closing.   Prior to
closing,

             (a)     The Property shall be operated, managed and maintained
in a reasonable, professional and prudent manner, and kept in its present
condition, reasonable wear and tear excepted.

             (b)     Seller shall comply with all of the obligations of
landlord under the Leases and all other agreements and contractual
arrangements affecting the Property by which Seller is bound.

             (c)     Seller promptly shall notify Buyer of Seller's receipt
of any notice from any party alleging that Seller is in default of its
obligations under any of the Leases  or any permit or agreement affecting
the Property, or any  portion or portions thereof.

             (d)     No contract for or on behalf of or affecting the
Property shall be negotiated or entered into after the date hereof which
cannot be terminated by Seller prior to Closing without charge, cost,
penalty or premium.





                                  9

<PAGE>    Exhibit 99.1


             (e)     After expiration of the Due Diligence Period, Seller
shall not enter into any new leases for any portion of the Property
without Buyer's consent, which shall not be unreasonably withheld,
conditioned or delayed.  Buyer shall be notified as to any modification
as to existing leases or the execution of any new lease prior to
expiration of the Due Diligence Period by Seller and shall receive copies
of the proposed or entered into agreements or understandings if in
writing, or, if not then a synopsis of the understanding of the parties
for review..

     16.     Notice.    All notices, requests and other communications
under this Agreement shall be in writing and shall be delivered (i) in
person, (ii) by registered or certified mail, return receipt requested,
(iii) by facsimile transmission, to be effectively delivered upon
transmission, or  (iv) by recognized overnight delivery service providing
positive tracking of items (for example, Federal Express), addressed as
follows or at such other address of which Seller or Buyer shall have
given notice as herein provided:

     If intended for Seller:        PetMed Express, Inc.
                                    1441 SW 29th Avenue
                                    Pompano Beach, FL  33069
                                    Attn:  John Vermaaten
                                    Fax No.:   (954) 971-0544
                                    Tel. No.:   (954) 979-5995

             with a copy to:        Stearns, Weaver, et al.
                                    200 East Broward Boulevard
                                    19th Floor
                                    Ft. Lauderdale, FL 33301
                                    Fax No.:  (954) 462-9567
                                    Tel. No.:  (954) 462-9540

        and to Escrow Agent:        NAI-Rauch, Weaver, Norfleet, Kurtz & Co.
                                    5300 North Federal Highway
                                    Ft. Lauderdale, FL 33308
                                    Fax No.:  (954) 771-4537
                                    Tel. No.:  (954) 771-4400

     If intended for Buyer:         RMS Properties, Inc.
                                    331 B West Golf Road
                                    Schaumburg, IL 60195
                                    Attn:  Mr. Roshan Shoffet, Pres.
                                    Fax No.:  (847) 310-0906
                                    Tel. No.:  (847) 310-0900





                                  10

<PAGE>    Exhibit 99.1



               With a copy to:      Dowd, Dowd & Mertes, Ltd.
                                    701 Lee Street, Suite 790
                                    Des Plaines, IL 60016
                                    Attn:  Drake D. Mertes, Esq.
                                    Fax No.:  (847) 390-7643
                                    Tel. No.:  (847) 827-2181

          and to Escrow Agent:      NAI-Rauch, Weaver, Norfleet, Kurtz & Co.
                                    5300 North Federal Highway
                                    Ft. Lauderdale, FL 33308
                                    Fax No.:  (954) 771-4537
                                    Tel. No.:  (954) 771-4400

All such notices, requests and other communications shall be deemed to
have been sufficiently given for all purposes hereof only upon receipt by
the party to whom such notice is sent.  Notices by the parties may be
given on their behalf by their respective attorneys.

     17.     Indemnity.  Provided that Closing has taken place hereunder,
Seller shall indemnify and hold harmless Buyer from and against, and to
reimburse Buyer with respect to any and all claims, demands, causes of
action, losses, damages, liabilities, costs and expenses (including
attorney's fees and court costs) asserted against or incurred by Buyer by
reason of or arising out of (a) a breach of any representation or
warranty of Seller as set forth in this Agreement, (b) the failure of
Seller to perform any obligation required by this Agreement to be
performed by it, and (c) subject to limitations imposed in this Agreement
relating to the physical condition of the Property, the ownership,
maintenance and operation of the Property prior to Closing.   Buyer shall
indemnify and hold harmless Seller from and against, and to reimburse
Seller with respect to any and all claims, demands, causes of action,
losses, damages, liabilities, costs and expenses (including attorneys'
fees and court costs) asserted against or incurred by Seller by reason of
or arising out of (a) a breach of any representation or warranty of Buyer
as set forth in this agreement, (b) the failure of Buyer to perform any
obligation required by this Agreement to be performed by it, and (c) the
ownership, maintenance and operation of the Property subsequent to
Closing.   This provision shall survive Closing.

     18.     AS-IS.  As of 4:00 p.m. on the last day of the Due Diligence
Period, if Buyer has not given written notice to terminate this
Agreement, Buyer shall be deemed to have waived its right to terminate
this Agreement as provided in this Section, to have agreed that the
Deposit shall not be refundable except as otherwise expressly provided
herein, and to have represented and warranted to Seller that except for
Seller's express representations and warranties set forth in Section 5 of
this Agreement:  (a) Buyer has had the full opportunity to make such
investigation of the condition of the Property as Buyer has deemed
necessary; (b) Buyer is relying solely upon its own investigations in
making the decision to purchase the Property; and (C) BUYER WILL ACCEPT
THE PROPERTY IN ITS "AS IS" CONDITION, WITHOUT ANY OBLIGATION OF SELLER
TO MAKE ANY REPAIRS OR RENOVATIONS TO THE PROPERTY, AND WITH NO
REPRESENTATIONS OR WARRANTIES, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED




                                  11

<PAGE>    Exhibit 99.1


HEREIN.  EXCEPT FOR SELLER'S EXPRESS REPRESENTATIONS AND WARRANTIES SET
FORTH IN SECTION 5 OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY
LAW, SELLER HAS NOT, DOES NOT AND WILL NOT MAKE ANY REPRESENTATIONS OR
WARRANTIES, OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, CONCERNING
THE PROPERTY INCLUDING, WITHOUT LIMITATION (I) THE VALUE, TITLE,
CONDITION, MERCHANTABILITY, HABITABILITY, PROFITABILITY, SUITABILITY OR
FITNESS FOR A PARTICULAR USE OR PURPOSE, OF THE PROPERTY, (II) THE
CONDITION OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO
THE PROPERTY, OR (III) THE MANNER OF REPAIR, QUALITY, STATE OF REPAIR OR
LACK OF REPAIR OF THE PROPERTY AND SELLER HAS NOT, DOES NOT AND WILL NOT
MAKE ANY REPRESENTATIONS OR WARRANTIES WITH REGARD TO COMPLIANCE WITH ANY
ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULE, REGULATIONS
ORDERS OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO
THE HANDLING, GENERATING, TREATING, STORING OR DISPOSING OF ANY HAZARDOUS
WASTE OR SUBSTANCE.

     19.     Miscellaneous.

             (a)     This Agreement shall be void and of no force or effect
if not executed by Seller and delivered to Buyer or Buyer's attorney within
five (5) days after execution by Buyer and delivery to Seller.

             (b)     The captions in this Agreement are inserted for
convenience of reference only and in no way define, describe or limit the
scope or intent of this Agreement or any of the provisions hereof.  If
any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable, the remainder of this
Agreement shall nonetheless remain in full force and effect.

             (c)     Time is of the essence with respect to all matters
contained herein.

             (d)     Unless otherwise specified, in computing any period of
time described in this Agreement, the day of the act or event after which
the designated period of time begins to run is not to be included and the
last day of the period so computed is to be included unless such last day
is a Saturday, Sunday or legal holiday under the laws of the State of
Florida in which event the period shall run until the end of the next day
which is neither a Saturday, Sunday or legal holiday.  The final day of
any such period shall be deemed to end at 5:00 P.M., EST.

             (e)     Buyer or Buyer's nominee shall have the right to assign
this Agreement without Seller's consent to a deferred trustee for the
sole purpose of consummating a 1031 exchange, provided said exchange
shall not (i) delay the closing; (ii) cause Seller to incur any
additional fees or costs; or (iii) affect Seller's rights or obligations
under this Agreement.  Buyer shall also have the right to designate a
partnership, limited liability company or other legal entity to be the
grantee hereunder and to assign to designee all of Buyer's rights to this
Agreement, provided; however, in no event shall the obligation of RMS
Properties, LLC hereunder be diminished or released thereby..



                                  12

<PAGE>    Exhibit 99.1


             (f)     This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors and assigns.

             (g)     This Agreement, including the exhibits attached hereto,
contains the whole agreement as to the Property between Seller and Buyer
and there are no other terms, obligations, covenants, representations,
statements or conditions, oral or otherwise of any kind whatsoever
concerning this sale and purchase.  This Agreement shall not be altered,
amended, changed or modified except in writing executed by the parties
hereto.

              (h)     This Agreement shall be construed in accordance with
the laws of the State of Florida.

              (i)     Both parties to this Agreement having participated
fully and equally in the negotiation and preparation hereof, this Agreement
shall not be more strictly construed, or any ambiguities within this
Agreement resolved, against either party hereto.

     20.     Non-Disclosure.  Neither party shall make public disclosure
with respect to this transaction before the Closing except:

             (a)     as may be required by law, including without limitation
disclosure required under securities laws; and

             (b)     to such lenders, attorneys, accountants, partners,
directors, officers, employees and representatives of either party or of
such party's advisors who need to know such information for the purpose
of evaluating and consummating the transaction, including the financing
of the transaction; and

             (c)     to present or prospective sources of financing.

     21.     Establishment of Escrow.   Buyer and Seller both hereby
acknowledge and agree that Escrow Agent shall hold and deliver the
Deposit in accordance with the terms and conditions of this Agreement.
Escrow Agent shall be relieved from any responsibility or liability and
held harmless by both Buyer and Seller in connection with the discharge
of any of Escrow Agent's duties hereunder provided that Escrow Agent
exercises ordinary and reasonable care in the discharge of said duties.
In the event of any dispute between the Buyer and Seller as to the
disbursement of the Deposit, Escrow Agent shall have the right to deliver
the Deposit into the registry of a court of competent jurisdiction and,
upon such delivery, Escrow Agent shall be discharged from any and all
further obligations and liabilities hereunder.

     22.     Radon Gas Disclosure.    Pursuant to Section 404.056(8),
Florida Statutes (1988), the following notification regarding radon gas
is hereby made, and all parties executing this Agreement acknowledge
receipt of this notification:




                                  13

<PAGE>    Exhibit 99.1


              "Radon Gas:  Radon is a naturally occurring
              radioactive gas that, when it has accumulated in a
              building in sufficient quantities, may present
              health risks to persons who are exposed to it over
              time.  Levels of radon that exceed federal and
              state guidelines have been found in buildings in
              Florida.  Additional information regarding radon
              and radon testing may be obtained from your County
              Public Health Unit."

     23.     Counterparts.  This Agreement may be executed in counterparts,
each of which shall be considered an original, and when taken together
shall constitute one document.

     IN WITNESS WHEREOF, intending to be legally bound, the parties have
caused this Agreement to be duly executed on the dates specified below.

Witnesses:                             BUYER:

                                       RMS PROPERTIES, L.L.C., doing business
                                       in Florida as RMS PROPERTIES OF
                                       ILLINOIS, L.L.C.
/s/ [Illegible]
-----------------------------          By:  RMS Properties, Inc., doing
                                            business in Florida as RMS
                                            Properties of Illinois, Inc.,
                                            Manager

/s/ Mary E. Kruse
-----------------------------
(As to Buyer)                          By:______/s/ Roshan Shoffet__________
                                          Roshan Shoffet, President


                                       Date:  March 27, 2001

Witnesses:                             SELLER:

                                       PETMED EXPRESS, INC.
  John S. Vermaaten
-----------------------

/S/ John S. Vermaaten                  By:_____/s/ Chris Lloyd____________
(As to Seller)                            Name Chris Lloyd
                                          Its  CEO


                                       Date: March 27, 2001





                                  14

<PAGE>    Exhibit 99.1


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>firstamd-6018k.txt
<DESCRIPTION>FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT
<TEXT>

          FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT
          -------------------------------------------------

	THIS FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE ("First
Amendment") is made and entered into this 27th day of April, 2001,
between PETMED EXPRESS, INC., a Florida corporation ("Seller"), and
RMS PROPERTIES, L.L.C., an Illinois limited liability company, doing
business in Florida as RMS PROPERTIES OF ILLINOIS, L.L.C. ("Buyer").

                         W I T N E S S E T H:

	WHEREAS, Seller and Buyer entered into that certain Agreement of
Sale and Purchase dated March 29, 2001 (the "Contract") for the sale
by Seller to Buyer of the property described therein (the "Property")
at the price and on the terms and conditions set forth in the
Contract;

	WHEREAS, Seller and Buyer have agreed to amend and modify the
Contract as more particularly set forth below;

	NOW, THEREFORE, in consideration of the recitals, the mutual
covenants hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby
mutually acknowledged, it is hereby agreed by and between the parties
as follows:

        1.   Recitals.  The above recitals are true and correct and
are incorporated herein by this reference.

        2.   Due Diligence Period.  Section 6(b) of the Contract is
hereby modified by deleting the first sentence thereof and replacing
it with the following:

      "Buyer shall have a period of time to conduct due diligence
      investigations until 5:00 p.m. Eastern Standard Time on May
      4, 2001 (the "Due Diligence Period")."

        3.   Counterparts, Facsimile.  This First Amendment may be
executed in any number of counterparts, all of which shall constitute
the First Amendment.  Facsimile copies of this First Amendment shall
constitute originals.

        4.   Conflict.  In the event of any conflict between the terms
and provisions of this First  Amendment and the terms and provisions
of the Contract, the terms and provisions of this First Amendment
shall control.  To the extent that there shall be no such conflict,
the Contract shall remain in full force and effect and the parties
hereto hereby ratify same.




               (Executions Appear on Following Page)





<PAGE>    Exhibit 99.2




	IN WITNESS WHEREOF, the parties have caused this First Amendment
to be executed as of the day and year first written above.



Signed, sealed and delivered           BUYER:
in the presence of:
                                       RMS PROPERTIES, L.L.C., doing business
                                       in Florida as RMS PROPERTIES OF
                                       ILLINOIS, L.L.C.
/s/ Gilda Garza
-----------------------------          By:  RMS Properties, Inc., doing
Print:  Gilda Garza                         business in Florida as RMS
                                            Properties of Illinois, Inc.,
                                            Manager

/s/ Mary E. Kruse
-----------------------------
Print:  Mary E. Kruse                  By:________/s/ Ron Shoffet___________
                                          Ron Shoffet, President


                                       Date of Execution by Buyer:  4/27/01



Signed, sealed and delivered           SELLER:
in the presence of:

                                       PETMED EXPRESS, INC.
/s/ Menderes Akdag
----------------------------
Print:  Menderes Akdag
                                       By:______/s/ John Vermaaten__________
/s/ Marc Puleo                         Print:  John Vermaaten
----------------------------           Title:  CFO
Print:  Marc Puleo

                                       Date of Execution by Seller:  4/27/01



                               -2-

<PAGE>   Exhibit 99.2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>secamd-6018k.txt
<DESCRIPTION>SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
<TEXT>

          SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
          --------------------------------------------------

     THIS SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE ("Second
Amendment") is made and entered into this 18th day of May, 2001,
between PETMED EXPRESS, INC., a Florida corporation ("Seller"), and
RMS PROPERTIES II, L.L.C., an Illinois limited liability company
("Buyer").

                      W I T N E S S E T H:

     WHEREAS, Seller and RMS Properties, L.L.C., an Illinois limited
liability company, doing business in Florida as RMS Properties of
Illinois, L.L.C., entered into that certain Agreement of Sale and
Purchase dated March 29, 2001, as amended by First Amendment to
Agreement of Sale and Purchase dated April 27, 2001 (collectively, the
"Agreement"), as assigned to RMS Properties II, L.L.C., an Illinois
limited liability company, by that certain assignment dated May 7,
2001 (the "Assignment") for the sale by Seller to Buyer of the
property described therein (the "Property") at the price and on the
terms and conditions set forth in the Contract;

     WHEREAS, Seller and Buyer have agreed to amend and modify the
Contract as more particularly set forth below;

     NOW, THEREFORE, in consideration of the recitals, the mutual
covenants hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby
mutually acknowledged, it is hereby agreed by and between the parties
as follows:

     1.     Recitals.  The above recitals are true and correct and
are incorporated herein by this reference.

     2.     Closing Date.  The first sentence of Section 3 of the
Agreement ("Closing Date") is hereby deleted and replaced with the
following:

         "3. Closing.  Closing shall be held on May 31, 2001 (the
             "Closing Date"), at the office of Seller's counsel
             ("Closing")."

     3.      Counterparts, Facsimile.  This Second Amendment may be
executed in any number of counterparts, all of which shall constitute
the Second Amendment.  Facsimile copies of this Second Amendment shall
constitute originals.

     4.      Conflict.  In the event of any conflict between the terms
and provisions of this Second  Amendment and the terms and provisions
of the Contract, the terms and provisions of this Second Amendment
shall control.  To the extent that there shall be no such conflict,
the Contract shall remain in full force and effect and the parties
hereto hereby ratify same.






               (Executions Appear on Following Page)



<PAGE>   Exhibit 99.3


	IN WITNESS WHEREOF, the parties have caused this Second Amendment
to be executed as of the day and year first written above.



Signed, sealed and delivered          BUYER:
in the presence of:
                                      RMS PROPERTIES, L.L.C., doing business
                                      in Florida as RMS PROPERTIES OF
                                      ILLINOIS, L.L.C.
/s/ Gilda Garza
-----------------------------         By:  RMS Properties, Inc., doing
Print:  Gilda Garza                        business in Florida as RMS
                                           Properties of Illinois, Inc.,
                                           Manager



                                     By:________/s/ Ron Shoffet___________
                                        Ron Shoffet, President


                                      Date of Execution by Buyer: May 18, 2001



Signed, sealed and delivered          SELLER:
in the presence of:

                                      PETMED EXPRESS, INC.
/s/ Robert Hiltsley
----------------------------
Print:  Robert Hiltsley
                                       By:______/s/ Menderes Akdag__________
/s/ Rory Winter                        Print:  Menderes Akdag
----------------------------           Title:  CEO
Print:  Rory Winter

                                       Date of Execution by Seller: 05/22/01



                               -2-

<PAGE>   Exhibit 99.3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>lease-6018k.txt
<DESCRIPTION>COMMERCIAL LEASE
<TEXT>





                      COMMERCIAL LEASE BY AND BETWEEN

                         RMS PROPERTIES II, L.L.C.,
                   AN ILLINOIS LIMITED LIABILITY COMPANY,

                               AS LANDLORD

                                   AND

                           PETMED EXPRESS, INC.,
                          A FLORIDA CORPORATION,

                                AS TENANT


<PAGE>    Exhibit 99.4



                           TABLE OF CONTENTS
                           -----------------

                                                                      PAGE
                                                                      ----

1.      Definitions.................................................    1

2.      Use; Compliance; Signs......................................    2

3.      Rent; Taxes; Expenses, Security Deposit.....................    2

4.      Gross Rent..................................................    2

5.	Condition of Premises; Maintenance; Repair;
        Alterations; and Hazardous Substances.......................    3

6.      Insurance; Waiver of Subrogation; Indemnity.................    4

7.      Tenant's Property...........................................    5

8.      Construction; Liens.........................................    6

9.      Casualty/Damage and Destruction.............................    6

10.     Condemnation................................................    6

11.     Assignment; Subletting; Effect of Bankruptcy................    7

12.     Tenant's Default; Remedies; Re-Entry; Holding Over..........    7

13.	Quiet Enjoyment; Landlord's Default;
        Limitation of Landlord's Liability..........................    8

14.     Amendment; Waiver; Approval; Consent........................    9

15.     Notices.....................................................    9

16.     Landlord's Reserved Rights; Access; Easements...............   10

17.     Subordination; Estoppel Certificate.........................   10

18.     Accord and Satisfaction.....................................   11

19.     Severability................................................   12

20.     Time........................................................   12

21.     Successors and Assigns......................................   12

22.     Relationship of Parties.....................................   12

23.     Captions and Section Numbers................................   12

24.     Schedules; Exhibits.........................................   12



                                 ii


<PAGE>    Exhibit 99.4





25.     Brokerage...................................................   12

26.     Authority...................................................   13

27.     Applicable Law..............................................   13

28.     Attorneys' Fees.............................................   13

29.     Tender and Delivery of Lease................................   13

30.     Radon Gas...................................................   13

31.     Option to Shorten Term......................................   13

32.     Rent Abatement..............................................   13









                                 iii



<PAGE>    Exhibit 99.4



                            COMMERCIAL LEASE
                            ----------------

THIS LEASE ("Lease") dated May 31, 2001, is made between RMS PROPERTIES
II, L.L.C., an Illinois limited liability company ("Landlord"), and
PETMED EXPRESS, INC., a Florida corporation ("Tenant").

                           WITNESSETH:
                           -----------

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord,
the Premises described below for the Term (as hereafter defined) and
subject to the terms, covenants and conditions hereinafter set forth:



1.      DEFINITIONS.  Unless the context otherwise specifies or requires,
the following terms shall have the meanings herein specified:

	1.1	Annual Rent:  The annual rent payable monthly as set forth
below:

                ANNUAL RENT                        MONTHLY PAYMENT
                -----------                        ---------------

        1st year        $166,498.00                   $13,874.83
        2nd year        $166,498.00                   $13,874.83
        3rd year        $173,157.92                   $14,429.83
        4th year        $180,084.23                   $15,007.02
        5th year        $187,287.60                   $15,607.30

	1.2	Building: Collectively the building(s) and improvements now
existing and hereafter constructed on the Land.

	1.3	Commencement Date: May 31, 2001

	1.4	Event of Default:  Those events described in section 12.1
hereof.

	1.5	Governmental Authority: Any federal, state, county,
municipal or other governmental department, entity, authority,
commission, board, bureau, court, agency or any instrumentality of any
of same.

	1.6	Governmental Requirement:  Any law, enactment, statute,
code, ordinance, rule regulation, judgment, decree, writ, injunction,
franchise, permit, certificate, license, authorization, agreement or
requirement of any Governmental Authority now existing or hereafter
enacted, adopted, promulgated, entered, or issued applicable to the
Premises.

	1.7	Land:  That certain real property located at 1441 S.W. 29th
Street, Pompano Beach, Florida, as more particularly set forth in
Exhibit "A" attached hereto, together with all appurtenances relating
thereto.

	1.8	Premises: That portion of the Building crosshatched on
Exhibit "B" containing approximately 19,588 net rentable square feet.
In addition, for a period not to exceed sixty (60) days after the
Commencement Date, Tenant shall be entitled to occupy that portion of
the Building crosshatched on Exhibit "C" containing approximately 882
square feet attached hereto and made a part hereof provided Tenant
shall pay a monthly rent of $624.75 per month for such space.  Monthly
installments for any fractional calendar month shall be prorated.


                                  1

<PAGE>    Exhibit 99.4


	1.9	Term: That time period between the Commencement Date and
expiring five (5) years thereafter unless the Term is shortened by
Tenant pursuant to the provisions of Section 31 hereof.

2.      USE; COMPLIANCE; SIGNS.
        -----------------------

	2.1	Tenant shall not do, bring, keep or permit to be done in, on
or about the Premises, nor bring, keep or  permit to be brought
therein, anything which is prohibited by, or will, in any way conflict
with any Governmental Requirement.  Tenant shall not do or permit
anything  to be done in, on or about the Premises for any improper,
immoral, or unlawful purpose, nor shall Tenant cause, maintain or
permit any nuisance in, or about the Premises.

	2.2	All signs and symbols placed in or about doors, windows or
elsewhere in or about the Premises, shall be subject to the prior
written consent of the Landlord, provided that Tenants current signage
inside and outside the Building are hereby approved by Landlord and
Tenant shall be entitled to maintain and replace same so long as the
size or location of such signage is not materially changed.

3.      RENT; TAXES; EXPENSES; DEPOSIT.
        -------------------------------

	3.1	Tenant shall pay each monthly installment of Rent set forth
above (plus all sales taxes from time to time imposed by any
Governmental Authority in connection with rents paid by Tenant under
this Lease), in advance on the first calendar day of each month during
the Term.  Monthly installments for any fractional calendar month, at
the beginning or end of the Term, shall be prorated based  on the
number of days in such month which fall during the Term.  Tenant shall
pay all Rent, without demand, deduction or set off, to Landlord at the
place specified for notice in Section 15 below.  Tenant also shall pay
a late charge ("Late Charge") of Fifty Dollars ($50.00) with each late
payment of Rent as an administrative fee.  The provisions herein for
such a Late Charge shall not be construed to extend the date for
payment of any sums required to be paid by Tenant hereunder or to
relieve Tenant of its obligations to pay all such items at the time or
times herein stipulated.  Landlord acknowledges receipt from Tenant of
the Rent for the month of June.  Landlord also acknowledges receipt
from Tenant of a security deposit in the amount of $42,500.00 (the
"Deposit").  The Deposit shall be held as security for the payment of
Rent and other sums of money payable by Tenant under this Lease, and
for the faithful performance of all other terms, covenants and
conditions of Tenant hereunder.  Provided Tenant is not in default
under the Lease at such time, at the expiration of the Second Lease
Year of the Term $28,333.33 of the Deposit shall immediately be
returned to Tenant.  The remaining amount of the Deposit shall be
repaid to Tenant at the expiration of the Term if there then shall be
no Event of Default by Tenant and no act, occurrence or circumstance
shall then exist which but for the giving of notice, if required by
this Lease, or the passage of time, shall result in an Event of
Default by Tenant.  Upon any Event of Default by Tenant hereunder, all
or part of the Deposit may, at Landlord's sole discretion, be applied
on account of such default, and Tenant shall thereafter within fifteen
(15) days replenish the applied portion of the Deposit then required
to be held.

4.      GROSS RENT AND UTILITIES.
        -------------------------

	4.1	Landlord acknowledges that except for Tenant's obligation to
pay Rent as set forth above, Tenant's Share of the All Risk Premium
(as defined in Section 6.2) and Tenant's Utilities (as defined




                                  2

<PAGE>    Exhibit 99.4


herein), Tenant shall not be required to pay Landlord and Landlord
shall be solely responsible for all taxes, assessments, insurance,
operating expenses and other costs and expenses relating to the Land,
Building and/or Premises, except for Tenant's maintenance obligations
expressly set forth in Section 5.5 below.  Tenant shall pay for all
Florida Power & Light charges for electricity allocable to the
Premises based upon Tenant's actual consumption ("Tenant's
Utilities").

5.      CONDITION OF PREMISES; MAINTENANCE; REPAIR; ALTERATIONS; AND
        HAZARDOUS SUBSTANCES AND CONDITION OF PREMISES AT END OF TERM:
        --------------------------------------------------------------

	5.1	Tenant hereby agrees and acknowledges that the Premises have
been examined by it and that Tenant hereby  accepts same in the "AS
IS" condition in which it now exists without any representation or
warranty, express or implied by law by Landlord or its agents.

	5.2  Tenant shall not commit or suffer to be committed any waste
in, on or about the Premises.  Tenant shall not store any trash,
merchandise, crates, pallets, vehicles, including, but not limited to
inoperable vehicles, recreational vehicles or vehicles without valid
inspection tags, boats, motors or other similar equipment or materials
of any kind outside the Building.  All trash shall be kept in metal
containers which are subject to Landlord's approval, which approval
shall not be unreasonably withheld.  All trash shall be removed at
reasonable intervals, at Tenant's sole cost and expense.

	5.3	Except as otherwise expressly permitted under Section 5.7 of
this Lease, Tenant shall not cut, drill into, disfigure, deface, or
injure any part of the Premises, nor obstruct or permit any
obstruction, alteration, addition, or installation in the Premises
without the prior written consent of Landlord.  All alterations,
additions or installations, including but not limited to partitions,
air conditioning ducts or equipment (except movable furniture and
fixtures put in at the expense of Tenant and removable without
defacing or injuring the Building or the Premises), shall become the
property of Landlord at the expiration or any earlier termination of
the Term.  All work performed shall be done in a good and workmanlike
manner and with materials of the quality and appearance comparable to
those in the Building.  At the expiration of the Lease Term, at
Landlord's election, Tenant shall remove, at Tenant's expense,
Tenant's  improvements installed by Tenant after the date hereof.

	5.4	Tenant shall, at its sole cost and expense, repair and
replace all damage or injury to the Premises caused by Tenant or its
agents, employees, invitees or licensees.

	5.5	Tenant shall, at its sole cost and expense, keep and
maintain all utilities, fixtures, mechanical, electrical and plumbing
systems and equipment located within the Premises only.  Landlord
shall, at its sole cost and expense, maintain the roof, foundation,
exterior walls, landscaping, parking areas, utility connections to the
Premises and other areas and systems of the Building.  During the
Term, Tenant shall maintain an HVAC service contract for Tenant's HVAC
system, provided that any repairs to Tenant's HVAC system not covered
by such maintenance contract shall be paid for by Landlord.  Tenant
shall at its sole cost and expense provide the janitorial services for
the interior of Tenant's Premises only.

        5.6     Tenant shall neither cause nor permit:  (i) the Premises
to be used to manufacture, process, transport, store, handle, or dispose
of, Hazardous Materials, except in compliance with all applicable


                                  3

<PAGE>    Exhibit 99.4



Governmental Requirements, nor (ii) a release of Hazardous Materials
onto the Premises, or any other property as a result of any
intentional or unintentional act or omission on the part of Tenant.
Tenant shall defend, indemnify and hold harmless Landlord, and
Landlord's employees, agents, officers and directors, from and against
any claims, demands, penalties, fines, liabilities, settlements,
damages, costs or expenses of any kind or nature, known or unknown
contingent or otherwise (including, without limitation, attorneys'
fees (including paralegals' and similar persons') at both the trial
and appellate levels, consultant fees, investigation and laboratory
fees, court costs and litigation expenses), arising out of, or in any
way related to Tenant's default under this Section.

	5.7	Notwithstanding anything contained in this Lease, Tenant
shall have the right to make, without Landlord's consent, non-
structural alterations to the Premises or changes to or improvements
of the Premises which are not expected to cost in excess of Twenty
Five Thousand Dollars ($25,000) in the aggregate or which do not
constitute material design changes.  Tenant's obligation to deliver
the Premises to Landlord at the expiration of the term of this Lease
as set forth in this Lease shall not include: (i) damage caused by
Landlord or its servants  or agents, (ii) damage that Landlord or its
servants, Tenants or agents are required to repair, or (iii)
obsolescence, damage from the elements, fire or other casualty.

6.      INSURANCE; WAIVER OF SUBROGATION; INDEMNITY.

	6.1	Tenant, at its sole cost and expense, shall throughout the
Term procure and maintain:

        (a)     Comprehensive public liability insurance with
respect to the Premises and Tenant's activities therein and
thereabout, insuring against liability for personal injury or death,
property damage or other loss, with a contractual liability
endorsement to cover the indemnity set forth in Section 6.4 below and
with deductibles of no more than $1,000 and in amounts no less than:

                (i)    $1,000,000.00 with respect to personal
                       injury or death to any one person;

                (ii)   $2,000,000.00 with respect to personal
                       injury or death arising out of any one (1)
                       occurrence;

                (iii)  $100,000.00 with respect to property damage
                       or other loss arising out of any one (1)
                       occurrence; and

        (b)     Worker's Compensation Insurance in at least the
statutorily required amounts.

	6.2	Landlord, at its sole cost and expense, shall throughout the
Term procure and maintain all risk hazard insurance (the "All Risk
Coverage") with respect to the Premises in the amount not less than
$1,000,000.00 or the full replacement value, whichever is greater with
a deductible of not more than $10,000.00.  Tenant shall pay Landlord
40% of the insurance premium paid by Landlord for the All Risk
Coverage provided that Tenant shall not be responsible for any portion
of such premium not applicable to the Tenant's term under this Lease
and all such insurance premiums shall be reasonable and based upon
customary insurance coverage for similar buildings in the area.
Tenant shall be named as additional insured under Landlord's



                                  4

<PAGE>    Exhibit 99.4


insurance, and such insurance shall be primary and non-contributing
with any insurance carried by Tenant.  If, on account of the failure
of Tenant to comply with Tenant's insurance requirements, Landlord is
adjudged to be a coinsurer by its insurance carrier, then any loss or
damage Landlord may sustain by reason thereof shall be borne by Tenant
and shall be immediately paid by Tenant upon receipt of a bill
thereof.  Tenant's insurance policies shall contain endorsements
requiring thirty (30) days notice to Landlord and Landlord's
mortgagee, if any, prior to any cancellation or any reduction in
amount of coverage.  Tenant shall deliver to Landlord as a condition
precedent to its taking occupancy of the Premises (but not to its
obligation to pay Rent), a certificate or certificates evidencing such
insurance acceptable to Landlord, and Tenant shall at least thirty
(30) days prior to the expiration of such policies, deliver to
Landlord certificates of insurance evidencing the renewal of such
policies.

	6.3	Tenant and Landlord release each other and waive any right
of recovery against each other for loss or damage to their respective
property, which occurs on or about the Premises (whether due to the
negligence of either party, their agents, employees, licensees,
invitees or otherwise), to the extent that such loss or damage is
reimbursed by insurance proceeds.  Tenant and Landlord agree that all
policies of insurance obtained by either of them in connection with
the Premises shall contain appropriate waiver of subrogation clauses.

	6.4	Tenant shall indemnify Landlord, its officers, directors and
employees (collectively for the purposes of this Section the
"Landlord") and save them harmless from and against any and all claims
actions, damages, liability and expense in connection with loss of
life, personal injury and or damage to property arising from or out of
the occupancy or use by Tenant of the Premises or any part thereof, or
occasioned wholly or in part by any act or omission of Tenant, its
agents, employees, licensees, invitees, third persons in or about the
Premises.

7.      TENANT'S PROPERTY.

	7.1	Tenant shall have the right at any time during the term to
repair, alter, move, remove, replace, or improve any of Tenant's
furniture, fixtures, equipment and personal property of any nature
owned by Tenant or located in the Premises, including, without
limitation, art, paintings, sculptures, wall hangings, telephones,
computer systems, cash registers, liquor control systems, ice makers
and similar restaurant and office furniture fixtures and equipment and
personal property of any nature, whether or not affixed to the
Premises and whether or not included in Tenant's work (collectively,
the "Tenant's Property"), provided Tenant promptly repairs and
restores any damage to the Premises caused by Tenant's removal of
same.  Provided  such items are not purchased with monies from
Landlord, Tenant shall have the right to lease, pledge, encumber and
grant security interests in any and all of Tenant's property and
Landlord's lien on Tenant's Property shall be subordinate to any lien
and security interest in favor of any institutional lender or any
purchase money financing.  Unless Tenant is in default under the
Lease, nothing contained in this Section or the Lease shall prohibit
or prevent Tenant from removing any improvements, furniture, fixtures
or equipment installed in the Premises, including, without limitation,
the Tenant's Work,  at the termination of this Lease, provided only
that Tenant promptly repair and restore any damage to the premises
caused by Tenant's removal of the same, reasonable wear and tear,
obsolescence and damage from the elements, fire or other casualty,



                                  5

<PAGE>    Exhibit 99.4


Landlord's repairs, Tenant's permitted improvements, any alterations
made or damage caused by Landlord or its servants or agents, damage
that Landlord is required to repair, excepted.

8.      CONSTRUCTION LIENS.
        -------------------

	8.1	Tenant shall not suffer or permit the interest of Landlord
in the Premises to be subject to any construction, mechanics' or
materialmen's liens or other liens of any kind.

	8.2	Neither Tenant nor anyone claiming by, through or under
Tenant, including but not limited to contractors, subcontractors,
materialmen, mechanics and laborers, shall have any right to file or
place any kind of lien whatsoever upon the Premises or any improvement
thereon, and any such liens are specifically prohibited.  Tenant shall
put all parties with whom Tenant may deal on notice that Tenant has no
power to subject Landlord's interest to any claim or lien of any kind
or character, and all such persons so dealing with Tenant must look
solely to the credit of Tenant, and not to Landlord's interest or
assets.

	8.3	If at any time a lien or encumbrance is filed against the
Premises as a result of Tenant's work, materials or obligations,
Tenant shall cause same to be removed within thirty (30) days from the
date it is filed.


9.      CASUALTY/DAMAGE AND DESTRUCTION:
        --------------------------------

	9.1	Partial Damage.  "Partial Damage" means damage or
destruction to the Building to the extent that the cost of repair is
less than fifty percent (50%) of the fair market value of the Building
immediately prior to such damage or destruction.  If at any time
during the Term there is Partial Damage, Landlord may, at Landlord's
option, either (i) repair such damage, in which event this Lease shall
continue in full force and effect, or (ii) give written notice to
Tenant within thirty (30) days after the date of the occurrence of
such damage of Landlord's intention to terminate this Lease, which
termination shall be effective as of the date of the occurrence of
such damage.

	9.2	Total Destruction.  "Total Destruction" means damage or
destruction to the Building to the extent that the cost of repair is
fifty percent (50%) or more of the fair market value of the Building
immediately prior to such damage or destruction.  If at any time
during the Term there is a Total Destruction, Landlord may, at
Landlord's option, either (i) repair such damage within six (6) months
of the date of such damage, in which event this Lease shall continue
in full force and effect, or (ii) if Landlord does not elect to
proceed under Section (i) above either Landlord or Tenant may
terminate this Lease as of the date of such Total Destruction.

	9.3	Abatement of Rent.  If Landlord repairs or restores the
Premises pursuant to the provisions of this Section, the Rent payable
hereunder for the period during which such damage, repair or
restoration continues shall be abated in proportion to the degree to
which Tenant's use of the Premises is impaired.

10.     CONDEMNATION.  If all or any part of the Premises shall be
taken under power of eminent domain or like power, or sold under
imminent threat thereof to any public authority or private entity
having such power, this Lease shall terminate as to the part of the
Premises so taken or sold, effective as of the date possession is
required to be delivered to such authority or entity.  If a partial
taking or sale of the Premises renders the Building commercially
unviable to either Tenant or Landlord, either party may terminate this



                                  6

<PAGE>    Exhibit 99.4


Lease by notice to the other party within thirty (30) days after the
terminating party receives written notice of the portion to be taken
or sold, such termination to be effective sixty (60) days after notice
thereof, or when the portion is taken or sold, whichever is sooner.
All condemnation awards and similar payments shall be paid and belong
to Landlord, except any amounts awarded or paid specifically for
Tenant's trade fixtures and relocation costs.

11.     ASSIGNMENT; SUBLETTING; EFFECT OF BANKRUPTCY.
        ---------------------------------------------

	11.1	Tenant shall not, directly or indirectly, assign or sublet
under this Lease or any part thereof, or any rights thereunder, nor
permit all or any part of the Premises to be used or occupied by
another, without first obtaining the written consent of Landlord,
which consent shall not be unreasonably withheld, conditioned or
delayed.  Any assignment or subletting made without such Landlord's
consent, shall be voidable by Landlord.  Any consent by Landlord,
unless specifically stated therein, shall not relieve Tenant from its
obligations under this Lease.  To be effective, any assignment or
sublease must be in writing and signed by the Landlord, Tenant and
assignee/subtenant.  The acceptance of Rent from any other person
shall neither be deemed to be a waiver of any of the provisions of
this Lease nor be deemed to be a consent to the assignment of this
Lease or subletting of the Premises.  If Landlord shall consent to any
assignment or subletting, the assignee/subtenant shall assume all
obligations of Tenant hereunder and neither Tenant nor any
assignee/subtenant shall be relieved of any liability hereunder if
there should be an Event of Default by assignee/subtenant in the
performance of any of the terms, covenants and conditions hereof.

	11.2	Tenant shall not assign, mortgage or encumber this Lease,
nor sublet, nor suffer or permit the Premises or any part thereof to
be used by others, except as set forth in Section 11.1 above;
provided, however, that if this Lease is assigned to any person or
entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C.
Sec. 101 et seq. (the "Bankruptcy Code"), any and all monies or other
considerations payable or otherwise to be delivered in connection with
such assignment shall be paid or delivered to Landlord, shall be and
remain the exclusive property of Landlord and shall not constitute
property of Tenant or of the estate of Tenant within the meaning of
the Bankruptcy Code.  Any and all monies or other considerations
constituting Landlord's property under the preceding sentence not paid
or delivered to Landlord shall be held in trust for the benefit of
Landlord and be promptly paid to or turned over to Landlord.

12.     TENANT'S DEFAULT; REMEDIES; RE-ENTRY; HOLDING OVER:
        ---------------------------------------------------

	12.1	The occurrence of any of the following shall constitute an
"Event of Default" of this Lease by Tenant: (i) Tenant shall default
in the payment of any monthly installment of Rent and such default
shall continue for a period of five (5) days after written notice
thereof to Tenant by Landlord; (ii) Tenant shall violate or fail to
perform any of the other terms, covenants or conditions herein made by
Tenant, and such violation or failure shall continue for a period of
thirty (30) days after written notice thereof to Tenant by Landlord
or, if such violation or failure shall reasonably require longer than
thirty (30) days to cure, if Tenant shall fail to commence to cure
same within thirty (30) days after the giving of such notice thereof
and continuously prosecute the curing of the same to completion with
due diligence but in any event such cure must be completed within
sixty (60) days of the giving of such notice; (iii) Tenant shall make
a general assignment for the benefit of its creditors or shall file or
have filed involuntarily against Tenant, a petition for bankruptcy or
other reorganization, liquidation, dissolution or similar relief; (iv)


                                  7

<PAGE>    Exhibit 99.4


a proceeding is filed against Tenant seeking any relief mentioned in
(iii) above and said proceeding is not discharged within forty-five
(45) days of the filing thereof; (v) a trustee, receiver or liquidator
shall be appointed for Tenant on a substantial part of its property;
or (vi) Tenant shall mortgage, assign or otherwise encumber its
leasehold interest other than as specifically permitted under this
Lease.

	12.2	If an Event of Default by Tenant occurs, the Landlord shall
have all rights and remedies that are available under Florida and
federal law, including, but not limited to, the right to (i) consider
the Lease terminated and take possession of the Premises for the
Landlord's own purposes; (ii) take possession of the Premises for the
Tenant's account and seek general damages; or (iii) accelerate and sue
for the entire balance of the unpaid Rent for the remainder of the
Lease Term which shall then be due and payable.  All of the remedies
of the Landlord herein enumerated shall be cumulative and none shall
exclude any other rights or remedies allowed by law or in equity.

	12.3	Upon the occurrence of an act or event which but for the
passage of time would result in an Event of Default by Tenant after
notice to Tenant and upon an Event of Default by Tenant, Landlord may,
but shall not be obligated to, without waiving, or releasing Tenant
from any obligation under this Lease, make such payment or perform
such other act to the extent Landlord, in its sole discretion, may
deem desirable, and in connection therewith, to pay expenses and
employ counsel.  All sums so paid by Landlord and all expenses in
connection therewith, together with interest thereon at 14% from the
date of payment, shall be deemed Rent hereunder and payable at the
time of the next installment of Rent thereafter becoming due and
Landlord shall have the same rights and remedies for the non-payment
thereof, or of any other Additional Rent, as in the case of default in
the payment of Rent.

	12.4	If Tenant shall hold over after the expiration of the Term,
at Landlord's option, Tenant may be deemed to be occupying the
Premises as a tenant from month to month, which tenancy may be
terminated by seven (7) days notice.  During such tenancy, Tenant
agrees to pay to Landlord, monthly in advance, Rent in an amount equal
to one hundred fifty percent (150%) of the monthly installment of Rent
which was payable on the last day of the Term, unless a different rate
is agreed upon in writing, and to be bound by all of the terms,
covenants and conditions herein specified.  If Landlord relets the
Premises (or any portion(s) thereof) to a new tenant and the term of
such new lease commences during the period for which Tenant holds
over, Landlord shall be entitled to recover from Tenant any and all
costs, legal expenses, attorney's fees, damages, loss of profits or
any other expenses incurred by Landlord as a result of Tenant's
failure or inability to deliver possession of the Premises to Landlord
when required under this Lease.

13.     QUIET ENJOYMENT; LANDLORD'S DEFAULT; LIMITATION OF
        LANDLORD'S LIABILITY.
        --------------------------------------------------

	13.1	If and so long as Tenant pays all Rent and keeps and
performs each and every term, covenant and condition herein contained
on the part of Tenant to be kept and performed, Tenant shall quietly
enjoy the Premises without hindrance by Landlord.

	13.2  Landlord shall not be in default in the performance of any
obligation required to be performed by Landlord under this Lease
unless Landlord has failed to perform such obligations within thirty
(30) days after the receipt of notice from Tenant specifying in detail
Landlord's failure to perform; provided, however, that if the nature



                                  8

<PAGE>    Exhibit 99.4


of Landlord's obligation is such that more than thirty (30) days are
required for its performance, then Landlord shall not be deemed in
default if it shall commence such performance within such ten day
period and thereafter diligently pursues the same to completion within
sixty (60) days.  Upon any such default by Landlord ("Default by
Landlord"), Tenant may exercise any of its rights provided in law or
at equity and shall have the right, but not the obligation, to cure
any such Default by Landlord and to deduct the costs incurred by
Tenant to cure such default, including reasonable legal fees and
expenses, from the amounts next due and owing under the Lease.

	13.3	Landlord acknowledges that Landlord is entering into this
Lease based solely upon the credit of Tenant and not its principals,
beneficiaries, shareholders, partners (general and limited, and the
general and limited partners of such limited partners), officers,
members or directors, past, present or future, for the payment of the
rent, additional rent, or the payment of any other sums due under this
Lease or the performance of any of Tenant's obligations under this
Lease.  Accordingly, Landlord's rights and remedies for any defaults
of Tenant under this Lease are limited to pursuing Tenant and no
member, shareholder, officer or director of Tenant, past, present or
future, shall be liable to Landlord for any such defaults.  Any
judgment obtained by Landlord as a result of such defaults by Tenant
may only be satisfied out of the assets of Tenant and Landlord may not
satisfy any such judgment out of the assets of any shareholder,
officer or director of Tenant, past, present or future.

	13.4	The obligations of Landlord under this Lease do not
constitute personal obligations of Landlord or the individual
partners, shareholders, directors, and officers, and Tenant shall look
solely to Landlord's then existing interest in the Building, and to no
other assets of Landlord, for satisfaction of any liability in respect
of this Lease, and will not seek recourse against the individual
partners, shareholders, directors, officers, or any of their personal
assets for such satisfaction.  No other properties or assets of
Landlord shall be subject to levy, execution, or other enforcement
procedures for the satisfaction of any judgment (or other judicial
process) or for the satisfaction of any other remedy of Tenant arising
out of or in connection with this Lease, the relationship of landlord
and tenant, or Tenant's use of the Premises.

14.     AMENDMENT; WAIVER; APPROVAL; CONSENT.  This Lease
constitutes the entire agreement between the parties.  This Lease
shall not be amended or modified except in writing signed by both
parties.  Failure of Landlord to exercise any of its rights in one or
more instances shall not be construed as a waiver of Landlord's right
to strict performance of such rights or as to any subsequent breach of
any such rights.  Wherever this Lease requires either the Landlord's
consent or approval, such consent or approval shall only be deemed
given when in writing and, unless set forth expressly to the contrary,
such consent or approval shall be in the sole discretion of Landlord.

15.     NOTICES.  All notices, communications and statements
required or permitted under this Lease shall be in writing, delivered
in person or sent by United States Registered or Certified Mail,
return receipt requested, with postage prepaid, or Express Mail or
Federal Express (or other similar courier service having a delivery
system which provides for or makes available a signed receipt of
delivery) or by facsimile transmission (provided an original copy is
thereafter provided in the manner stated in this Section below)
addressed to the parties as follows:



                                  9

<PAGE>    Exhibit 99.4


        AS TO TENANT:                      WITH A COPY TO:
        PetMed Express, Inc.               Stearns Weaver Miller Weissler
        1441 S.W. 29th Avenue              Alhadeff & Sitterson, P.A.
        Pompano Beach, Florida 33069       200 East Broward Blvd., #1900
        Attn: John Vermaaten               Ft. Lauderdale, Florida 33301
        Fax (954)971-0544                  Attn: Peter L. Desiderio, Esq.
                                           Fax (954)462-9567

        AS TO LANDLORD:                    WITH A COPY TO:
        c/o RMS Properties, Inc.           Dowd, Dowd & Mertes, Ltd.
        331 B West Golf Road               701 Lee Street, Suite 790
        Schaumburg, Illinois 60195         Des Plaines, Illinois 60016
        Attn: Roshan Shoffet, Pres.        Attn: Drake D. Mertes, Esq.
        Fax (847)310-0906                  Fax (847)390-7643

	Mail service shall be deemed effective upon the earlier of either
seventy-two (72) hours after deposit in the U.S. mail in accordance
herewith or upon receipt or refusal to accept receipt by a reputable
courier service.  Notices sent by facsimile transmission which are
received by 4:00 p.m. (in the addressee's time zone) shall be deemed
delivered as of the date of such transmission, provided that an
original copy of such transmission is delivered to the addressee by a
nationally utilized overnight courier service on the day following
such transmission.  Either party by written notice to the other may
designate additional parties to receive copies of notices sent to it.
Such designees may be changed by written notice.  Either party may at
any time, in the manner set forth for giving notice to the other,
designate a different address to which notices, communication and
statements to it shall be sent.

16.     LANDLORD'S RESERVED RIGHTS; ACCESS; EASEMENTS:
        ----------------------------------------------

	16.1	Landlord shall have the right to (i) sell the Premises (or
any portion(s) thereof) and assign this Lease, the Deposit and Prepaid
Rent to the purchaser, and upon such assignment Landlord shall be
released from all of its obligations under this Lease and Tenant
agrees to attorn to such purchaser, or any other successor or assign
of Landlord through foreclosure or deed in lieu of foreclosure or
otherwise, and to recognize such person as successor Landlord under
this Lease; and (ii) change the name or street address of the
Premises.

	16.2	Tenant shall permit Landlord to enter the Premises at all
reasonable times for the purposes of inspecting, and repairing the
Premises and of ascertaining compliance by Tenant with the provisions
of this Lease. Landlord shall use reasonable efforts so as to minimize
any inconvenience to or disruption of Tenant. Landlord may show the
Premises to prospective purchasers, mortgagees, or tenants at any
time.  If representatives of Tenant shall not be present to open and
permit entry into the Premises at anytime when such entry by Landlord
is necessary due to an emergency, Landlord, or its employees or agents
may enter by means of a master key, without liability of Landlord to
Tenant and without such entry constituting an eviction of Tenant, and
without incurring liability for trespass or causing a termination of
this Lease.

17.     SUBORDINATION; ESTOPPEL CERTIFICATE.
        ------------------------------------

	17.1	Subject to Tenant's receipt of the Non-Disturbance Agreement
(as hereinafter defined), the rights of Tenant hereunder are and shall
be, at the election of any mortgagee, subject and subordinate to the
lien of any mortgage or mortgages, or the lien resulting from any
other method of financing or refinancing, now or hereafter in force



                                  10

<PAGE>    Exhibit 99.4

against the Premises (or any portion(s) thereof), and to all advances
made or hereafter to be made upon the security thereof ("Superior
Instruments").  Tenant agrees upon request of Landlord, from time to
time, to execute whatever documentation may be required to further
effect the provisions of this Section.  Notwithstanding the foregoing,
Tenant shall not subordinate its leasehold interest to any
Overlandlord (as hereinafter defined) unless prior to the commencement
of the Lease term, Landlord at its sole cost and expense will provide
Tenant with commercially reasonable non-disturbance agreements in
favor of Tenant from all mortgagees, ground landlords and/or lien
holders (collectively, "Overlandlords").  Landlord also agrees to
provide Tenant with commercially reasonable non-disturbance
agreement(s) in favor of Tenant from any future Overlandlords in
consideration of, and as a condition precedent to, Tenant's agreement
to be bound by any subordination, attornment or other similar
provisions of the Lease.  In no event shall any subordination or
attornment expand beyond those set forth in this Lease the rights and
remedies available to any such Overlandlord, the rights and remedies
available to such party as against Tenant (including the imposition of
additional or larger cure rights for such parties) or impose any
additional burdens or requirements on Tenant.  Neither Tenant nor any
party claiming by, through or under Tenant shall be named or joined as
a party defendant in any action or proceeding which may be instituted
by any such Overlandlord against Landlord to foreclose or enforce any
interest or lien held by such Overlandlord.

	17.2	Landlord and Tenant shall, each without charge at any time
and from time to time, within ten (10) days after request by the other
party, certify by written instrument, duly executed, acknowledged and
delivered to any ground lessor, Mortgagee, assignee of any Mortgagee
or purchaser, or any proposed Mortgagee, or proposed assignee or sub-
tenant of Tenant or any other person, firm or corporation specified by
Landlord or Tenant:

                (a)     That this Lease is unmodified and in full force
and effect (or, if there has been modification, that the same is in full
force and effect as modified and stating the modifications);

                (b)     Whether or not there are then existing any breaches
or defaults by the other party under any of the terms of this Lease and
specifying such breach or default or any setoffs or defenses against
the enforcement of any of the agreements, terms, covenants or
conditions of this Lease upon the part of the  Landlord or Tenant, as
the case may be, to be performed or complied with (and, if so,
specifying the same and the steps being taken to remedy the same); and

		(c)	The dates, if any, to which the rental(s) and other
charges under this Lease have been paid in advance.

18.     ACCORD AND SATISFACTION.  No receipt and retention by
Landlord of any payment tendered by Tenant in connection with this
Lease shall give rise to or support or constitute an accord or
satisfaction, or a compromise or other settlement, notwithstanding any
accompanying statement, instruction or other assertion to the contrary
(whether by notation on a check or in a transmittal letter or
otherwise), unless Landlord expressly agrees to an accord and
satisfaction, or a compromise or other settlement, in a separate
writing duly executed  by Landlord.  Landlord may receive and  retain,
absolutely and for itself, any and all payments so tendered,
notwithstanding any accompanying instructions by Tenant to the
contrary.  Landlord will be entitled to treat any such payments as
being received on account of any item or items of Rent, interest,



                                  11

<PAGE>    Exhibit 99.4


expense or damage due in connection therewith, in such amounts and in
such order as Landlord may determine in its sole discretion.

19.     SEVERABILITY.  The parties intend this Lease to be legally
valid and enforceable in accordance with all of its terms, covenants
and conditions to the fullest extent permitted by law. If any term,
covenant or condition hereof shall be invalid or unenforceable, the
parties agree that such term, covenant or condition shall be stricken
from this Lease, the same as if it never had been contained herein.
Such invalidity or unenforceability shall not extend to any other
term, covenant or condition of this Lease, and the remaining terms,
covenants or conditions hereof shall continue in effect to the fullest
extent permitted by law, the same as if such stricken term, covenant
and condition never had been contained herein.

20.     TIME.  Time is of the essence of this Lease and applies to
all terms, covenants, and conditions contained herein.  All "days" set
forth in this Lease shall be deemed to be "calendar days" unless
specifically stated to the contrary.

21.     SUCCESSORS AND ASSIGNS.  All terms, conditions to be
observed and performed by Tenant hereunder shall be applicable to and
binding upon each parties' respective heirs, administrators,
executors, and permitted successors and assigns.

22.     RELATIONSHIP OF PARTIES.  Anything in this Lease to the
contrary notwithstanding, it is agreed that Landlord shall in no event
be deemed to be a partner or engaged in a joint venture with, or an
associate of Tenant in the conduct of its business nor shall Landlord
be liable for any debts incurred by Tenant in the conduct of its
business.  Nothing contained in this Lease shall be deemed or
construed to confer upon Landlord any interest in the business of the
Tenant.  The relationship of the parties during the Term shall at all
times be that of landlord and tenant.

23.     CAPTIONS AND SECTION NUMBERS.  The captions and section
numbers are for convenience of reference only and in no way shall be
used to construe or modify the provisions set forth in this Lease.  It
is understood and agreed that verbs and pronouns in the singular
number are uniformly used throughout this Lease regardless of gender,
number of the parties hereto.

24.     SCHEDULES; EXHIBITS.  All schedules, exhibits and
typewritten riders, if any, attached or added hereto are made a part
of this Lease by reference and the terms, covenants, and conditions
thereof shall control over any inconsistent provisions in the Sections
of this Lease.

25.     BROKERAGE: Tenant represents that it has dealt with no
broker, salesman, agent or other person in connection with this
transaction and that no broker, salesman, agent or other person
brought about this transaction.  Tenant agrees to indemnify and hold
Landlord harmless from and against any claims by any other broker,
salesman, agent or other person claiming a commission or other form of
compensation by virtue of having dealt with Tenant with regard to this
leasing transaction.  Landlord agrees to indemnify and hold Landlord
harmless from and against any claims by any other broker, salesman,
agent or other person claiming a commission or other form of
compensation by virtue of having dealt with Landlord with regard to
this leasing transaction.  The provisions of this subsection shall
survive the expiration or sooner termination of this Lease.



                                  12

<PAGE>    Exhibit 99.4

26.     AUTHORITY.  If Tenant signs as a corporation, partnership,
or other entity, each of the persons executing this Lease, on behalf
of Tenant, does hereby covenant and warrant that Tenant is duly
authorized to transact business, is in good standing and existing,
that Tenant is qualified to do business in the State of Florida,
Tenant has full right and authority to enter into this Lease, and that
the persons signing on behalf of Tenant were authorized to do so.  If
Landlord signs as a corporation, partnership, or other entity, each of
the persons executing this Lease, on behalf of Landlord, does hereby
covenant and warrant that Landlord is duly authorized to transact
business, is in good standing and existing, that Landlord is qualified
to do business in the State of Florida, Landlord has full right and
authority to enter into this Lease, and that the persons signing on
behalf of Landlord were authorized to do so.

27.     APPLICABLE LAW.  This Lease shall be construed according to
the laws of the State of Florida.  Should any provision of this Lease
require judicial interpretation, it is agreed by the parties hereto
that the court interpreting or construing the same shall not apply a
presumption that any such provision shall be more strictly construed
against the party who itself or through its agent prepared the same,
as all parties have participated in the preparation of the provisions
of this Lease and that all terms, covenants and conditions were
negotiable.

28.     ATTORNEYS' FEES: If either party defaults in the performance of
any of the terms or provisions of this Lease and by reason thereof the
other party employs the services of any attorney to enforce
performance of the covenants, or to perform any service based upon
defaults, then in any of said events the prevailing party shall be
entitled to receive from the other party reasonable attorneys' fees
and all expenses and costs incurred by the prevailing party pertaining
thereto (including costs and fees relating to any appeal) and in
enforcement of any remedy.

29.     TENDER AND DELIVERY OF LEASE.  Submission of this Lease does
not constitute an offer, right of first refusal, reservation of or
option for the Premises or any part thereof.  This Lease becomes
effective as a lease upon execution and delivery by both Landlord and
Tenant.

30.     RADON GAS.  Radon is a naturally occurring radioactive gas
that, when it has accumulated in a building in sufficient quantities,
may present health risks to persons who are exposed to it over time.
Levels of radon that exceed federal and state guidelines have been
found in buildings in Florida.  Additional information regarding radon
and radon testing may be obtained from your county public health unit.

31.     OPTION TO SHORTEN TERM.  At any time after the Commencement
Date, Tenant may, by written notice delivered to Landlord at least one
hundred twenty (120) days prior to the date Tenant elects to terminate
this Lease (the "Tenant's Termination Date") elect to terminate this
Lease as of the Tenant's Termination Date at no additional cost or
expense to the Tenant, in which event the Term of this Lease shall
expire on the Termination Date.  At any time after March 1, 2003,
Landlord may, by written notice delivered to Tenant, at least ninety
(90) days prior to the date Landlord elects to terminate the Lease
(the "Landlord's Termination Date") elect to terminate this Lease
prior to the expiration of the Lease Term at no additional cost or
expense to the Landlord, in which event the Term of the Lease shall
expire on  Landlord's Termination Date and Rent shall be payable only
to such Landlord's Termination Date.  Notwithstanding the foregoing,



                                  13

<PAGE>    Exhibit 99.4


in no event shall Landlord's Termination Date be effective prior to
March 1, 2003.

32.     RENT ABATEMENT:  In the event that Tenant is prevented from
using, and does not use, the Premises or the parking spaces required
to be made available to Tenant under the Lease ("Tenant's Parking
Spaces) or any portion thereof, for two (2) consecutive days or five
(5) days in any twelve (12) month period (the "Eligibility Period") as
a result of any damage, or destruction to the Premises, or any
construction by Landlord or its contractors, subcontractors, employees
or agents then Tenant's rent shall be abated or reduced, as the case
may be, after expiration of the Eligibility Period for such time that
Tenant continues to be so prevented from using the Premises or
Tenant's Parking Spaces or a portion thereof for its business
purposes, in the proportion that the rentable area of the portion of
the Premises that Tenant is prevented from using bears to the total
rentable area of the Premises, provided that if Tenant's access to or
use of Tenant's Parking Spaces is impaired rent shall also be reduced,
as reasonably determined by an architect selected by Tenant, in order
to compensate Tenant for such temporary loss of parking.  However, in
the event that Tenant is prevented from conducting, and does not
conduct, its business in any portion of the Premises for a period of
time in excess of the Eligibility Period, and the remaining portion of
the Premises is not sufficient to allow Tenant to effectively conduct
its business therein, and if Tenant does not conduct its business from
such remaining portion, then for such time after expiration of the
Eligibility Period during which Tenant is so prevented from
effectively conducting its business therein, the rent for the entire
Premises shall be abated, provided, however, if Tenant reoccupies and
conducts its business from any portion of the Premises during such
period, the rent allocable to such reoccupied portion, based on the
proportion that the rentable area of such reoccupied portion of the
Premises bears to total rentable area of the Premises shall be payable
by Tenant from the date such business operations commence.  If
Tenant's right to abatement occurs because of an eminent domain taking
and/or because of damage or destruction to the Premises or Tenant's
property, Tenant's abatement period shall continue until Tenant has
been given sufficient time, and sufficient access to the Premises, to
rebuild the portion of the Premises it is required to rebuild, to
install its property, furniture, fixtures, and equipment and to move
in.









                  (Signatures Appear on Following Page)


<PAGE>    14



	IN WITNESS WHEREOF, the respective parties have signed, sealed
and delivered this Lease on the date and year written below.


WITNESSES:                                  LANDLORD:

                                            RMS PROPERTIES II, L.L.C., an
                                            Illinois limited liability
                                            company,
/S/ Michael Rauch
-------------------------
Print: Michael Rauch                        By:  RMS PROPERTIES, INC.,
                                                 an Illinois corporation

/S/ Mendo Akdag                             By:  /S/ Ron Shoffet
-------------------------                      -----------------------------
Print: Mendo Akdag                          Print: Ron Shoffet
                                            Title: President

                                            Dated:  5/31/2001


WITNESSES:                                  TENANT:
                                            PETMED EXPRESS, INC., a Florida
                                            corporation
/S/ Melissa Licata
-------------------------
Print: Melissa Licata

/S/ Mendo Akdag                              By:  /S/ Marc Puleo
-------------------------                      -----------------------------
Print: Mendo Akdag                           Print: Marc Puleo
                                             Title: President

                                             Dated:  5/31/2001





                                  -14-

<PAGE>    Exhibit 99.4

</TEXT>
</DOCUMENT>
</SUBMISSION>
