
                                                              Exhibit 10.12

                   BUSINESS LOAN AGREEMENT (ASSET BASED)
===========================================================================

Borrower:   Petmed Express Inc.        Lender: RBC CENTURA BANK
            1441 SW 29th Ave                   Boca Raton, FL
            Pompano Beach, FL 30369            Lending Service Center (FL)
                                               2801 PGA Blvd. Suite 280H
                                               Palm Beach Gardens, FL 33410

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

THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated November 2, 2004, is made
and executed between Petmed Express, Inc. ("Borrower") and RBC CENTURA
BANK ("lender") on the following terms and conditions. Borrower has
received prior commercial loans from lender or has applied to lender for a
commercial loan or loans or other financial accommodations, including
those which may be described on any exhibit or schedule attached to this
agreement ("loan"). Borrower understands and agrees that: (A) in the
granting, renewing, or extending any loan, lender is relying upon
Borrower's representations, warranties and agreements as set forth in this
Agreement; (B) the granting, renewing, or any Loan by Lender at all times
shall be subject to lender's sole judgment and discretion; and (C) all
such Loans shall be and remains subject to the terms and conditions of
this Agreement.

TERM.  This Agreement shall be affective as of November 2, 2004, and shall
continue in full force and effect until such time as all of borrower's
Loans in favor of lender have been paid in full, including principal,
interests, costs, expenses, attorney's fees, and other fees and charges,
or  until November 1 2005.

ADVANCED AUTHORITY.  The following person currently is authorized, except
as provided in this paragraph, to request advances and authorize payments
under the line of credit until lender receives from borrower, at lender's
address shown above, written notice of revocation of his or her authority:
Bruce Rosenbloom. Borrowing base advances:

Inventory advances shall be on 50 % of eligible inventory including a sub
limit, which limit reliance on prescription drug inventory to a maximum of
$2,000,000.00 ($4,000,000.00 prescription inventory at 50% advance rate).
The bank reserves the right to request an inventory audit at any time.
Stale dated inventory shall be excluded from the borrowing base. This will
be checked annually by the company's auditor.

LINE OF CREDIT.  Lender agrees to make Advances to borrower from time to
time from the date of this agreement to the Expiration Date, provided the
aggregate amount of such Advances outstanding at any time does not exceed
the Borrowing Base. Within the foregoing limits, Borrower may borrow,
partially or wholly prepay and reborrow under this Agreement as follows:

  Conditions Precedent to Each Advance. Lender's obligation to make
  any Advance to or for the account of borrower under this Agreement
  is subject to the following conditions precedent, with all
  documents, instruments, opinions, report, and other items required
  under this Agreement to be in form and substance satisfactory to
  Lender:

    (1)     Lender shall have received evidence that this Agreement
            and all Related Documents have been duly authorized,
            executed, and delivered by Borrower to Lender.
    (2)     Lender shall have received such opinions of counsel,
            supplemental opinion and documents that Lender may request.
    (3)     The security interests in the collateral shall have been
            duly authorized, created, and perfected with first lien
             priority and shall be in full force an effect
    (4)     All guaranties required by Lender for the credit
            facility (ies) shall have been executed by each Guarantor,
            delivered to Lender, and be in full force and effect.
    (5)     Lender, at this option and for its sole benefit, shall
            have conducted and audit of Borrower's Inventory, Books,
            records, and operations, and Lender shall be satisfied as
            to their condition.
    (6)     Borrower shall have paid to lender all fees, costs, and
            expenses specified in this Agreement and the related
            Documents as are then due and payable.
    (7)     There shall not exist at the time of any Advance a
            condition which would constitute an Event of Default under
            this agreement and Borrower shall have delivered to Lender
            the compliance certificate called for in the paragraph
            below title "Compliance Certificate".

  Making Loan Advances. Advances under this credit facility, as well
  as directions for payment from borrower's accounts, may be requested
  orally or writing by authorized persons. Lender may, but need not,
  require that oral requests be confirmed in writing. Each advance
  shall be conclusively deemed to have been made at the request of and
  for the benefits of Borrower  (1)  when credited to any deposit
  account of Borrower maintained with Lender or  (2)  when advanced in
  accordance with the instructions of an authorized person. Lender, at
  its option, may set a cutoff time, after which all requests for
  Advances will be treated as having been requested on the next
  succeeding Business Day.

  Mandatory Loan Repayments. If at any time the aggregate principal
  amount of the outstanding Advances shall exceed the applicable
  Borrowing Base, Borrower, immediately upon written or oral notice
  from Lender, shall pay to Lender an amount equal to the difference
  between the outstanding and all accrued unpaid interest, together
  with all other applicable fees, costs and charges, if any, not yet
  paid.

  Loan Account.  Lender shall maintain on its books a record of
  account in which Lender shall make entries for each Advance and such
  other debits and credits as shall be appropriate in connection with
  the credit facility. Lender shall provide Borrower periodic
  statements of Borrower's account, which statements shall be
  considered to be correct and conclusively binding on Borrower unless
  Borrower notifies Lender to the contrary within thirty (30) days
  after Borrower's receipt of any such statement which Borrower deems
  to be incorrect.

COLLATERAL.  To secure payment of the Primary Credit Facility and
performance of all other loan, obligations and duties owed by Borrower to
Lender, Borrower (and others, if required) shall grant to lender Security
Interests in such property and assets as lender may require. Lender's
Security Interests in the collateral shall be continuing liens and shall
include the proceeds and products of the collateral, including without
limitations the proceeds of any insurance. With respect to the collateral,
Borrower agrees and represents and warrants to Lender.

  Perfection of Security Interests. Borrower agrees to execute all
  documents perfecting Lender's Security Interests and to take
  whatever actions are requested by Lender to perfect and continue
  Lender's Security Interests in the collateral. Upon request of
  Lender, Borrower will deliver to lender any and all of the documents
  evidencing or constituting the Collateral and Borrower will note
  Lender's interests upon any and all chattel paper and instruments if
  not delivered to lender for possession by lender. Contemporaneous
  with the execution of this Agreement, Borrower will execute one or
  more UCC financing statements and any similar statements as may be
  required by applicable law, and lender will file such financing
  statements and all such similar statements as may be required in the
  appropriate location or locations Borrower hereby appoints Lender as
  its irrevocable attorney-in-fact for the purpose of executing any
  documents necessary to perfect or to continue any Security interest.
  Lender may at any time, and without further authorization from
  Borrower, file a carbon, photograph, facsimile, or other
  reproduction of any financing statement for use as a financing
  statement.  Borrower will reimburse Lender for all expenses for the
  perfection, termination, and the continuation of the perfection of
  Lender's security interest in the Collateral.  Borrower promptly
  will notify Lender before any change in Borrower's name including
  any change to the assumed business names of Borrower.  Borrower also
  promptly will notify before any change in Borrower's Social Security
  Number or Employer Identification Number.  Borrower further agrees
  to notify Lender in writing prior to any change in address or
  location of Borrower's principal governance office or should
  Borrower merge or consolidate with any other entity.

  Collateral Records.  Borrower does now, and at all times hereafter
  shall, keep correct and accurate records of the Collateral, all of
  which records shall be available to Lender or Lender's
  representative upon demand for inspection and copying at any
  reasonable time.  With respect to the inventory, Borrower agrees to
  keep and maintain such records as Lender may require, including
  without limitation information concerning Eligible Inventory and
  records itemizing and describing the kind, type, quality, and
  quantity of Inventory, Borrower's Inventory costs and selling
  prices, and the daily withdrawals and additions to Inventory.
  Records related to Inventory are or will be located at.  The above
  is an accurate and complete list of all locations at which Borrower
  keeps or maintains business records concerning Borrower's
  collateral.

  Collateral Schedules.  Concurrently with the execution and delivery
  of this Agreement, Borrower shall execute and deliver to Lender
  schedules of Inventory and schedules of Eligible Inventory in form
  and substance satisfactory to the Lender.  Thereafter supplemental
  schedules shall be delivered according to the following schedule:

  Representations and Warranties Concerning Inventory.  With respect
  to the Inventory, Borrower represents and warrants to Lender:  (1)
  All Inventory represented by Borrower to be Eligible Inventory for
  purposes of this Agreement conforms to the requirements of the
  definition of Eligible Inventory; (2) All Inventory values listed on
  schedules delivered to Lender will be true and correct, subject to
  immaterial variance; (3) The value of the Inventory will be
  determined on a consistent accounting basis; (4) Except as agreed to
  the contrary by Lender in writing, all Eligible Inventory is now and
  at all times hereafter will be in Borrower's physical possession and
  shall not be held by others on consignment, sale on approval, or
  sale or return; (5) Except as reflected in the Inventory schedules
  delivered to Lender, all Eligible Inventory is now and at all times
  hereafter will be of good and merchantable quality, free from
  defects; (6) Eligible Inventory is not now

                        Exhibit 10.12 Page 1 of 29



<PAGE>



                    BUSINESS LOAN AGREEMENT (ASSET BASED)
                                 (Continued)                         Page 2
===========================================================================

  and will not at any time hereafter be stored with a bailee,
  warehouseman, or similar party without Lender's prior written
  consent, and, in such event, Borrower will concurrently at the time
  of bailment cause any such bailee, warehouseman, or similar party to
  issue and deliver to Lender, in form acceptable to Lender, warehouse
  receipts in Lender name evidencing the storage of Inventory; and (7)
  Lender, its assigns, or agents shall have the right at any time and
  at Borrower's expense to inspect and examine the Inventory and to
  check and test the same as to quality, quantity, value, and
  condition.

CONDITIONS PRECENDENT TO EACH ADVANCE.  Lender's obligation to make the
initial Advance and each subsequent Advance under this Agreement shall be
subject to the fulfillment to Lender's satisfaction of all of the
conditions set forth in this Agreement and in the Related Documents.

  Loan Documents.  Borrower shall provide to Lender the following
  documents for the Loan:  (1) the Note; (2) Security Agreements
  granting to Lender security interests in the Collateral; (3)
  financing statements and all other documents perfecting Lender's
  Security Interests; (4) evidence of insurance as required below; (5)
  guaranties; (6) together with all such Related Documents as Lender
  may require for the Loan; all in form and substance satisfactory to
  Lender and Lender's counsel.

  Borrower's Authorization.  Borrower shall have provided in form and
  substance satisfactory to Lender properly certified resolutions,
  duly authorizing the execution and delivery of this Agreement, the
  Note and the Related Documents.  In addition, Borrower shall have
  provided such other resolutions, authorizations, documents and
  instruments as Lender or its counsel, may require.

  Fees and Expenses Under This Agreement.  Borrower shall have paid to
  Lender all fees, costs, and expenses specified in this Agreement and
  Related Documents as are then due and payable.

  Representation and Warranties.  The representations and warranties
  set forth in this Agreement, in the Related Documents, and in any
  document or certificate delivered to Lender under this Agreement are
  true and correct.

  No Event of Default.  There shall not exist at the time of any
  Advance a condition which would constitute an Event of Default under
  this Agreement or under any Related Document.

REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants to
Lender, as of the date of this Agreement, as of the date of each
disbursement of loan proceeds, as of the date of any Loan, and at all
times any Indebtedness exists:

  Organization.  Borrower is a corporation for profit which is, and at
  all times shall be, duly organized, validly existing, and in good
  standing under and by virtue of the laws of the State of Florida.
  Borrower has the full power and authority to own its properties and
  to transact the business in which it is presently engaged or
  presently proposes to engage.  Borrower maintains an office at 1441
  SW 29th Ave., Pompano Beach, FL 33069.  Unless Borrower has
  designated otherwise in writing, the principal office is the office
  at which Borrower keeps its books and records including its records
  concerning the Collateral.  Borrower will notify Lender prior to any
  change in the location of Borrower's state of organization or any
  change in Borrower's name.  Borrower shall do all things necessary
  to preserve and to keep in full force and effect its existence,
  rights and privileges, and shall comply with all regulations, rules,
  ordinances, statutes, orders and decrees of any governmental or
  quasi-governmental authority or court applicable to Borrower and
  Borrower's business activities.

  Assumed Business Name.  Borrower has filed or recorded all documents
  or filings required by law relating to all assumed business names
  used by Borrower.  Excluding the name of Borrower, the following is
  a complete list of all assumed business names under which Borrower
  does business:  None.

  Authorization.  Borrower's execution, delivery, and performance of
  this Agreement and all the Related Documents have been duly
  authorized by all necessary action by Borrower and to not conflict
  with, result in a violation of, or constitute a default under (1)
  any provision of (a) Borrower's articles of incorporation or
  organization, or bylaws, or (b) any agreement or other instrument
  binding upon Borrower or (2) any law, governmental regulation, court
  decree, or order applicable to Borrower or to Borrower's properties.

  Financial Information.  Each of Borrower's financial statements
  supplied to Lender truly and completely disclosed Borrower's
  financial condition as of the date of the statement, and there has
  been no material adverse change in Borrower's financial condition
  subsequent to the date of the most recent financial statement
  supplied to Lender.  Borrower has no material contingent obligations
  except as disclosed in such financial statements.

  Legal Effect.  This Agreement constitutes, and any instrument or
  agreement Borrower is required to give under this Agreement when
  delivered will constitute legal, valid, and binding obligations of
  Borrower enforceable against Borrower in accordance with their
  respective terms.

  Properties.  Except as contemplated by this Agreement or as
  previously disclosed in Borrower's financial statements or in
  writing to Lender and as accepted by Lender, and except for property
  tax liens for taxes not presently due and payable, Borrower owns and
  has good title to all of Borrower's properties free and clear of all
  Security Interests, and has not executed any security documents or
  financing statements relating to such properties.  All of Borrower's
  properties are titled in Borrower's legal name, and Borrower has not
  used or filed a financing statement under any other name for at
  least the last five (5) years.
  Hazardous Substances.  Except as disclosed to and acknowledged by
  Lender in writing, Borrower represents and warrants that: (1) During
  the period of Borrower's ownership of Borrower's Collateral, there
  has been no use, generation, manufacture, storage, treatment,
  disposal, release or threatened release of any Hazardous Substance
  by any person on, under, about or from any of the Collateral.  (2)
  Borrower has no knowledge of, or reason to believe that there has
  been (a) any breach or violation of any Environment Laws; (b) any
  use, generation, manufacture, storage, treatment, disposal, release
  or threatened release of any Hazardous Substance on, under, about or
  from the Collateral by any prior owners or occupants of any of the
  Collateral; or (c) any actual or threatened litigation or claims of
  any kind by any person relating to such matters.  (3) Neither
  Borrower nor any tenant, contractor, agent or other authorized user
  of any of the Collateral shall use, generate, manufacture, store,
  treat, dispose of or release any Hazardous Substance on, under,
  about or from any of the Collateral; and any such activity shall be
  conducted in compliance with all applicable federal, state, and
  local laws, regulations, and ordinances, including without
  limitation all Environmental Laws.  Borrower authorizes Lender and
  its agents to enter upon the Collateral to make such inspections and
  tests as Lender may deem appropriate to determine compliance of the
  Collateral with this section of the Agreement.  Any inspections or
  tests made by Lender shall be at Borrower's expense and for Lender's
  purposes only and shall not be construed to create any
  responsibility or liability on the part of Lender to Borrower or to
  any other person.  The representations and warranties contained
  herein are based on Borrower's due diligence in investigating the
  Collateral for hazardous waste and Hazardous Substances.  Borrower
  hereby (1) releases and waives any future claims against Lender for
  indemnity or contribution in the event  Borrower becomes liable for
  cleanup or other costs under any such laws, and (2) agrees to
  indemnify and hold harmless Lender against any and all claims,
  losses, liabilities, damages, penalties, and expenses which Lender
  may directly or indirectly sustain or suffer resulting from a breach
  of this section of the Agreement or as a consequence of any use,
  generation, manufacture, storage, disposal, release or threatened
  release of a hazardous waste or substance on the Collateral.  The
  provisions of this section of the Agreement, including the
  obligation to indemnify, shall survive the payment of the
  Indebtedness and the termination, expiration or satisfaction of this
  Agreement and shall not be affected by Lender's acquisition of any
  interest in any of the Collateral, whether by foreclosure or
  otherwise.

  Litigation and Claims.  No litigation, claim, investigation,
  administrative proceeding or similar action (including those for
  unpaid taxes) against Borrower is pending or threatened, and no
  other event has occurred which may materially adversely affect
  Borrower's financial condition or properties , other than
  litigation, claims, or other events, if any, that have been
  disclosed to and acknowledged by Lender in writing.

  Taxes.  To the best of Borrower's knowledge, all of Borrower's tax
  returns and reports that are or were required to be filed, have been
  filed, and all taxes, assessments and other governmental charges
  have been paid in full, except those presently being or to be
  contested by Borrower in good faith in the ordinary course of
  business and for which adequate reserves have been provided.

  Lien Priority.  Unless otherwise previously disclosed to Lender in
  writing, Borrower has not entered into or granted any Security
  Agreements, or permitted the filing or attachment of any Security
  Interests on or affecting any of the Collateral directly or
  indirectly securing repayment of Borrower's Loan and Note, that
  would be prior or that may in any way be superior to Lender's
  Security Interests and rights in and to such Collateral.

  Binding Effect.  This Agreement, the Note, all Security Agreements
  (if any), and all Related Documents are binding upon the signers
  thereof, as well as upon their successors, representatives and
  assigns, and are legally enforceable in accordance with their
  respective terms.

AFFIRMATIVE COVENANTS.  Borrower covenants and agrees with Lender that, so
long as this Agreement remains in effect, Borrower will:

  Notices of Claims and Litigation.  Promptly inform Lender in writing
  of (1) all material adverse changes in Borrower's financial
  condition, and (2) all existing and all threatened litigation,
  claims, investigations, administrative proceedings or similar
  actions affecting Borrower or any Guarantor which could materially
  affect the financial condition of Borrower or the financial
  condition of any Guarantor.

  Financial Records.  Maintain its books and records in accordance
  with GAAP, applied on a consistent basis, and permit Lender to
  examine and audit Borrower's books and records at all reasonable
  times.

                        Exhibit 10.12 Page 2 of 29



<PAGE>



                    BUSINESS LOAN AGREEMENT (ASSET BASED)
                                 (Continued)                         Page 3
===========================================================================

Financial Statements.  Furnish Lender with the following:

    Annual Statements.  As soon as available, but in no event
    later than ninety (90) days after the end of each fiscal year,
    Borrower's balance sheet and income statement for the year
    ended, audited by a certified public accountant satisfactory
    to Lender.

    Interim Statements.  As soon as available, but in no event
    later than 15 days after the end of each month, Borrower's
    balance sheet and profit and loss statement for the period
    ended, prepared by Borrower.

    Tax Returns.  As soon as available, but in no event later than
    (30) days after the applicable filing date for the tax
    reporting period ended, Federal and other governmental tax
    returns, prepared by Borrower.

    Additional Requirements.  Corporate financial statements
    (unaudited) required monthly 15 days after each month.

    Borrowing base certificate required monthly 15 days after each
    month.

    Corporate financial statements (10-Q) required quarterly 45
    days after each quarter.

    Corporate financial statements, audited (10-K) required
    annually 90 days after each year.

    Business plan required annually 45 days after each year.

  All financial reports required to be provided under this Agreement
  shall be prepared in accordance with GAAP, applied on a consistent
  basis, and certified by Borrower as being true and correct.

  Additional Information.  Furnish such additional information and
  statements, as Lender may request from time to time.

  Financial Covenants and Ratios.  Comply with the following covenants
  and ratios:

    Tangible Net Worth Requirements.  Maintain a minimum Tangible
    net Worth of not less than:  $14,000,000.00.  Other Net Worth
    requirements are as follows:  Minimum tangible net worth of at
    least $14,000,000.00 (TNW means Shareholder equity minus all
    assets that would be classified as intangible under GAAP, net
    of amortization).

    Other Requirements.  Borrower not to incur additional
    indebtedness in excess of $500,000.00 (in aggregate) without
    prior written consent of the Bank.

    Borrower must maintain a minimum of $2,000,000.00 of product
    liability insurance at all times.

    Except as provided above, all computations made to determine
    compliance with the requirements contained in this paragraph
    shall be made in accordance with generally accepted accounting
    principles, applied on a consistent basis, and certified by
    Borrower as being true and correct.

  Insurance.  Maintain fire and other risk insurance, public liability
  insurance, and such other insurance as Lender may require with
  respect to Borrower's properties and operations, in form, amounts,
  coverages and with insurance companies acceptable to Lender.
  Borrower, upon request of Lender, will deliver to Lender from time
  to time the policies or certificates of insurance in form
  satisfactory to Lender, including stipulations that coverages will
  not be cancelled or diminished without at least ten (10) days prior
  written notice to Lender.  Each insurance policy also shall include
  an endorsement providing that coverage in favor of Lender will not
  be impaired in any way by any act, omission or default of Borrower
  or any other person.  In connection with all policies covering
  assets in which Lender holds or is offered a security interest for
  the Loans, Borrower will provide Lender with such lender's loss
  payable or other endorsements as Lender may require.

  Insurance Reports.  Furnish to Lender, upon request of Lender,
  reports on each existing insurance policy showing such information
  as Lender may reasonably request, including without limitation the
  following:  (1) the name of the insurer; (2) the risks insured; (3)
  the amount of the policy; (4) the properties insured;  (5) the then
  current property values on the basis of which insurance has been
  obtained, and the manner of determining those values;  and (6) the
  expiration date of the policy.  In addition, upon request of Lender
  (however not more often than annually), Borrower will have an
  independent appraiser satisfactory to Lender determine, as
  applicable, the actual cash value of replacement cost of any
  Collateral.  The cost of such appraisal shall be paid by Borrower.

  Guaranties.  Prior to disbursement of any Loan proceeds, furnish
  executed guaranties of the Loans in favor of Lender, executed by the
  guarantors named below, on Lender's forms, and in the amounts and
  under the conditions set forth in those guaranties.

	Names of Guarantors			Amounts
        -------------------                     -------
        Southeastern Veterinary Exports,        Unlimited
	Inc.
	First Image Marketing, Inc.		Unlimited

  Other Agreements.  Comply with all terms and conditions of all other
  agreements, whether now or hereafter existing, between Borrower and
  any other party and notify Lender immediately in writing of any
  default in connection with any other such agreements.

  Loan Proceeds.  Use all Loan proceeds solely for Borrower's business
  operations, unless specifically consented to the contrary by Lender
  in writing.

  Taxes, Charges and Liens.  Pay and discharge when due all of its
  indebtedness and obligations, including without limitations all
  assessments, taxes, governmental charges, levies and liens, of every
  kind and nature, imposed upon Borrower or its properties, income, or
  profits, prior to the date on which penalties would attach, and all
  lawful claims that, if unpaid, might become a lien or charge upon
  any of Borrower's properties, income, or profits.

  Performance.  Perform and comply, in a timely manner, with all
  terms, conditions, and provisions set forth in this Agreement, in
  the Related Documents, and in all other instruments and agreements
  between Borrower and Lender.  Borrower shall notify Lender
  immediately in writing of any default in connection with and
  agreement.

  Operations.  Maintain executive and management personnel with
  substantially the same qualifications and experience as the present
  executive and management personnel; provide written notice to Lender
  of any change in executive an management personnel; conduct its
  business affairs in a reasonable and prudent manner.

  Environmental Studies.  Promptly conduct and complete., at
  Borrower's expense, all such investigations, studies, samplings and
  testings as may be requested by Lender or any governmental authority
  relative to any substance, or any waste or by-product of any
  substance defined as toxic or a hazardous substance under applicable
  federal, state, or local law, rule, regulation, order or directive,
  at or affecting any property or any facility owned, leased or used
  by Borrower.

  Compliance with Governmental Requirements.  Comply with all laws,
  ordinance, and regulations, now or hereafter in effect, of all
  governmental authorities applicable to the conduct of Borrower's
  properties, businesses and operations, and to the use or occupancy
  of the Collateral, including without limitation, the Americans With
  Disabilities Act.  Borrower may contest in good faith any such law,
  ordinance, or regulation and withhold compliance during any
  proceeding, including appropriate appeals, so long as Borrower has
  notified Lender in writing prior to doing so and so long as, in
  Lender's sole opinion, Lender's interests in the Collateral are not
  jeopardized.  Lender may require Borrower to post adequate security
  or a surety bond, reasonably satisfactory to Lender, to protect
  Lender's interest.

  Inspection.  Permit employees or agents of Lender at any reasonable
  time to inspect any and all Collateral for the Loan or Loans and
  Borrower's other properties and to examine or audit Borrower's
  books, accounts, and records and to make copies and memoranda of
  Borrower's books, accounts, and records.  If Borrower now or at any
  time hereafter maintains any records (including without limitation
  computer generated records and computer software programs for the
  generation of such records) in the possession of a third party,
  Borrower, upon request of Lender, shall notify such party to permit
  Lender free access to such records at all reasonable times and to
  provide Lender with copies of any records it may request, all at
  Borrower's expense.

  Compliance Certificates.  Unless waived in writing by Lender,
  provide Lender at least annually, with a certificate executed by
  Borrower's chief financial officer, or other officer or person
  acceptable to Lender, certifying that the representations and
  warranties set forth in this Agreement are true and correct as of
  the date of the certificate and further certifying that, as of the
  date of the certificate, no Event of Default exists under this
  Agreement.

  Environmental Compliance and Reports.  Borrower shall comply in all
  respects with any and all Environmental Laws; not cause or permit to
  exist, as a result of an intentional or unintentional action or
  omission on Borrower's part or on the part of any third party, on
  property owned and/or occupied by Borrower, any environmental
  activity where damage may result to the environment, unless such
  environmental activity is pursuant to and in compliance with the
  conditions of a permit issued by the appropriate federal, state or
  local government authorities; shall furnish to Lender promptly and
  in any event within thirty (30) days after receipt thereof a copy of
  any notice, summons, lien, citation, directive, letter or other
  communication from any governmental agency or instrumentality
  concerning any intentional or unintentional action or omission on
  Borrower's part in connection with any environmental activity
  whether or not there is damage to the environment and/or other
  natural resources.

  Additional Assurances.  Make, execute and deliver to Lender such
  promissory notes, mortgages, deeds of trust, security agreements,

                        Exhibit 10.12 Page 3 of 29



<PAGE>



                    BUSINESS LOAN AGREEMENT (ASSET BASED)
                                 (Continued)                         Page 4
===========================================================================

  assignments, financing statements, instruments, documents and other
  agreements as Lender or its attorneys may reasonably request to
  evidence and secure the Loans and to perfect all Security Interests.

LENDER'S EXPENDITURES.  If any action or proceeding is commenced that
would materially affect Lender's interest in the Collateral of if Borrower
fails to comply with any provision of this Agreement or any Related
Documents, including but not limited to Borrower's failure to discharge or
pay when due any amounts Borrower is required to discharge or pay under
this Agreement or any Related Documents, Lender on Borrower's behalf may
(but shall not be obligated to ) take any action that Lender deems
appropriate, including but not limited to discharging or paying all taxes,
liens, security interests, encumbrances and other claims, at any time
levied or placed on any Collateral and paying all costs for insuring,
maintaining preserving any Collateral.  All such expenditures incurred or
paid by Lender for such purposes will then bear interest at the rate
charged under the Not from the date incurred or paid by Lender to the date
of repayment by Borrower.  All such expenses will become a part of the
indebtedness and, at Lender's option, will (A) be payable on demand; (B)
be added the balance of the Note and be apportioned among and be payable
with any installment payments to become due during either (1) the term of
any applicable insurance policy; or (2) the remaining term of the Note; or
(C) be treated as a balloon payment which will be die and payable at the
Note's maturity.

NEGATIVE COVENANTS.  Borrower covenants and agrees with Lender that while
this Agreement is in effect, Borrower shall not, without the prior written
consent of Lender:

  Indebtedness and Liens.  (1) Except for trade debt incurred in the
  normal course of business and indebtedness to Lender contemplated by
  this Agreement, create, incur or assume indebtedness for borrowed
  money, including capital leases, (2) sell, transfer, mortgage,
  assign, pledge, lease, grant a security interest in, or encumber any
  of Borrower's assets (except as allowed as Permitted Liens), or (3)
  sell with recourse any of Borrower's accounts, except to Lender.

  Continuity of Operations.  (1) Engage in any business activities
  substantially different than those in which Borrower is presently
  engaged, (2) cease operations, liquidate, merge, transfer, acquire
  or consolidate with any other entity, change its name, dissolve or
  transfer or sell Collateral out of the ordinary course of business,
  or (3) pay any dividends on Borrower's stock (other than dividends
  payable in its stock), provided, however that notwithstanding the
  foregoing, but only so long as no Event of Default has occurred and
  is continuing or would result from the payment of dividends, if
  Borrower is a "Subchapter S Corporation" (as defined in the Internal
  Revenue Code of 1986, as amended), Borrower may pay cash dividends
  on its stock to its shareholders from time to time in amounts
  necessary to enable the shareholders to pay income taxes and make
  estimated income tax payments to satisfy their liabilities under
  federal and state law which arise solely from their status as
  Shareholders of a Subchapter S Corporation because of their
  ownership of shares of Borrower's stock, or purchase or retire any
  of Borrower's outstanding shares or alter or amend Borrower's
  capital structure.

  Loans, Acquisitions and Guaranties.   (1) Loan, invest in or advance
  money or assets to any other person, enterprise or entity, (2)
  purchase, create or acquire any interest in any other enterprise or
  entity, or (3) incur any obligation as surety or guarantor other
  than in the ordinary course of business.

  Agreements.  Borrower will not enter into any agreement containing
  any provisions which would be violated or breached by the
  performance of Borrower's obligations under this Agreement or in
  connection herewith.

CESSATION OF ADVANCES.  If Lender has made any commitment to make any Loan
to Borrower, where under this Agreement or under any other agreement,
Lender shall have no obligation to make Loan Advances or to disburse Loan
proceeds if:  (A) Borrower or any Guarantor is in default under the terms
of this Agreement or any of the Related Documents or any other agreement
that Borrower or any Guarantor has with Lender:  (B) Borrower or any
Guarantor dies, becomes incompetent or becomes insolvent, files a petition
in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there
occurs a material adverse change in Borrower's financial condition, in the
financial condition of any Guarantor, or in the value of any collateral
securing any Loan; or (D) any Guarantor seeks, claims or otherwise
attempts to limit, modify of revoke such Guarantor's guaranty of the Loan
or any other loan with Lender; or (E) Lender in good faith deems itself
insecure, even though no Event of Default shall have occurred.

RIGHT OF SETOFF.  To the extent permitted by applicable law, Lender
reserves a right of setoff in all Borrower's accounts with Lender (whether
checking, savings, or some other account).  This includes all accounts
Borrower holds jointly with someone else and all accounts Borrower may
open in the future.  However, this does not include any IRA or Keogh
accounts, or any trust accounts for which setoff would be prohibited by
law.  Borrower authorizes Lender, to the extent permitted by applicable
law, to charge or setoff all sums owing on the Indebtedness against any
and all such accounts, and, at Lender's option, to administratively freeze
all such accounts to allow Lender to protect Lender's charge and setoff
rights provided in this paragraph.

DEFAULT.  Each of the following shall constitute an Event of Default under
this Agreement:

  Payment Default.  Borrower fails to make any payment when due under
  the Loan.

  Other Defaults.  Borrower fails to comply with or to perform any
  other term, obligation, covenant or condition contained in this
  Agreement or in any of the Related Documents or to comply with or to
  perform any term, obligation, covenant or condition contained in any
  other agreement between Lender and Borrower.

  Default in Favor of Third Parties.  Borrower or any Grantor defaults
  under any loan, extension of credit, security agreement, purchase or
  sales agreement, or any other agreement, in favor of any other
  creditor or person that may materially affect any of Borrower's or
  any Grantor's property or Borrower's or any Grantor's ability to
  repay the Loans or perform their respective obligations under this
  Agreement or any of the Related Documents.

  False Statements.  Any warranty, representation or statement made or
  furnished to Lender by Borrower or on Borrower's behalf under this
  Agreement or the Related Documents is false of misleading in any
  material respect, either now or at the time made or furnished or
  becomes false of misleading at any time thereafter.

  Insolvency.  The dissolution or termination of Borrower's existence
  as a going business, the insolvency of Borrower, the appointment of
  a receiver for any part of Borrower's property, any assignment for
  the benefit of creditors, any type of creditor workout, or the
  commencement of any proceeding under any bankruptcy or insolvency
  laws by or against Borrower.

  Defective Collateralization.  This Agreement or any of the Related
  Documents ceases to be in full force and effect (including failure
  of any collateral document to create a valid and perfected security
  interest or lien) at any time and for any reason.

  Creditor or Forfeiture Proceedings.  Commencement of foreclosure or
  forfeiture proceedings, whether by judicial proceedings, self-help,
  repossession or any other method, by any creditor of Borrower or by
  any governmental agency against any collateral securing the Loan.
  This includes a garnishment of any of Borrower's accounts, including
  deposit accounts, with Lender.  However, this Event of Default shall
  not apply if there is a good faith dispute by Borrower as to the
  validity or reasonableness of the claim which is the basis of the
  creditor of forfeiture proceeding and if Borrower gives Lender
  written notice of the creditor or forfeiture proceeding and deposits
  with Lender monies or a surety bond for the creditor or forfeiture
  proceeding, in an amount determined by Lender, in its sole
  discretion, as being an adequate reserve or bond for the dispute.

  Events Affecting Guarantor.  Any of the preceding events occurs with
  respect to any Guarantor of any of the indebtedness or any Guarantor
  dies or becomes incompetent, or revokes or disputes the validity of,
  or liability under, any Guaranty of the Indebtedness.  In the event
  of a death, Lender, at its option, may, but shall not be required
  to, permit the Guarantor's estate to assume unconditionally the
  obligations arising under the guaranty in a manner satisfactory to
  Lender, and, in doing so, cure any Event of Default.

 Change in Ownership.  Any change in ownership of twenty-five percent
  (25%) or more of the common stock of Borrower.

  Adverse Change.  A material adverse change occurs in Borrower's
  financial condition, or Lender believes the prospect of payment or
  performance of the loan is impaired.

  Insecurity.  Lender in good faith believes itself insecure.

  Right to Cure.  If any default, other than a default on
  Indebtedness, is curable and if Borrower or Grantor, as the case may
  be, has not been given a notice of a similar default within the
  preceding twelve (12) months, it may be cured if Borrower or
  Grantor, as the case may be, after receiving written notice from
  Lender demanding cure of such default:  (1) cure the default within
  fifteen (15) days; or (2) if the cure requires more than fifteen
  (15) days, immediately initiate steps which Lender deems in Lender's
  sole discretion to be sufficient to cure the default and thereafter
  continue and complete all reasonable and necessary steps sufficient
  to produce compliance as soon as reasonable practical.

EFFECT OF AN EVENT OF DEFAULT.  If any Event of Default shall occur,
except where otherwise provided in this Agreement or the Related
Documents, all commitments and obligations of Lender under this Agreement
or the Related Documents or any other agreement immediately will terminate
(including and obligation to make further Loan Advances or disbursements),
and, at Lender's option, all indebtedness immediately will become due and
payable, all without notice of any kind to Borrower, except that in the
case of an Event of Default of the type described in the "Insolvency"
subsection above, such acceleration shall be automatic and not optional.
In addition, Lender shall have all the rights and remedies provided in the
Related Documents or available at law, in equity, or otherwise.  Except as
may be prohibited by applicable law, all of Lender's rights and remedies
shall be cumulative and may be exercised singularly or concurrently.
Election by Lender to pursue any remedy shall not

                        Exhibit 10.12 Page 4 of 29



<PAGE>




                    BUSINESS LOAN AGREEMENT (ASSET BASED)
                                 (Continued)                         Page 5
===========================================================================

exclude pursuit of any other remedy, and an election to make expenditures
or to take action to perform an obligation of Borrower or of any Grantor
shall not affect Lender's right to declare default and to exercise its
rights and remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a
part of this Agreement

  Amendments.  This Agreement, together with any Related Documents,
  constitutes the entire understanding and agreement of the parties as
  to the matters set forth in this Agreement.  No alteration of or
  amendment to this Agreement shall be effective unless given in
  writing and signed by the party or parties sought to be charged or
  bound by the alteration or amendment.

  Attorneys' Fees; Expenses.  Borrower agrees to pay upon demand all
  of Lender's costs and expenses, including Lender's reasonable
  attorneys' fees and Lender's legal expenses, incurred in connection
  with the enforcement of this Agreement.  Lender may hire or pay
  someone else to help enforce this Agreement, and Borrower shall pay
  the costs and expenses of such enforcement.  Costs and expenses
  include Lender's reasonable attorney's fees and legal expenses
  whether or not there is a lawsuit, including reasonable attorneys'
  fees and legal expenses for bankruptcy proceedings (including
  efforts to modify or vacate any automatic stay or injunction),
  appeals, and any anticipated post-judgment collection services.
  Borrower also shall pay all court costs and such additional fees as
  may be directed by the court.

  Caption Headings.  Caption headings in this Agreement are for
  convenience purposes only and are not to be used to interpret or
  define the provisions of this Agreement.

  Consent to Loan Participation.  Borrower agrees and consents to
  Lender's sale or transfer, whether now or later, or one or more
  participation interests in the Loan to one or more purchasers,
  whether related or unrelated to Lender.  Lender may provide, without
  any limitation whatsoever, to any one or more purchasers, or
  potential purchases, any information or knowledge Lender may have
  about Borrower or about any other matter relating to the Loan, and
  Borrower hereby waives any rights to privacy Borrower may have with
  respect to such matters.  Borrower additionally waives any and all
  notices of sale of participation interests, as well as all notices
  of any repurchase of such participation interests.  Borrower also
  agrees that the purchasers of any such participation interests will
  be considered as the absolute owners of such interests in the Loan
  and will have all the rights granted under the participation
  agreement or agreements governing the sale of such participation
  interests.  Borrower further waives all rights of offset or
  counterclaim that it may have now or later against Lender or against
  any purchases of such a participation interest and unconditionally
  agrees that either Lender or such purchaser may enforce Borrower's
  obligation under the Loan irrespective of the failure or insolvency
  of any holder of any interest in the Loan.  Borrower further agrees
  that the purchaser of any such participation interests may enforce
  its interests irrespective of any personal claims or defenses that
  Borrower may have against Lender.

  Governing Law.  This Agreement will be governed by, construed and
  enforced in accordance with federal law and laws of the State of
  Florida.  This Agreement has been accepted by Lender in the State of
  Florida.

  Chose of Venue.  If there is a lawsuit, Borrower agrees upon
  Lender's request to submit to the jurisdiction of the courts of Palm
  Beach County, State of Florida.

  No Waiver by Lender.  Lender shall not be deemed to have waived any
  rights under this Agreement unless such waiver is given in writing
  and signed by Lender.  No delay or omission on the part of Lender in
  exercising any right shall operate as a waiver of such right or any
  other right.  A waiver by Lender of a provision of this Agreement
  shall not prejudice or constitute a waiver of Lender's right
  otherwise to demand strict compliance with that provision or any
  other provision of this Agreement.  No prior waiver by Lender, nor
  any course of dealing between Lender and Borrower, or between Lender
  and any Grantor, shall constitute a waiver of any of Lender's rights
  or of any of Borrower's or any Grantor's obligations as to any
  future transaction.  Whenever the consent of Lender is required
  under this Agreement, the granting of such consent by Lender in any
  instance shall not constitute continuing consent to subsequent
  instances where such consent is required and in all cases such
  consent may be granted or withheld in the sole discretion of Lender.

  Notices.  Any notice required to be given under this Agreement shall
  be given in writing, and shall be effective when actually delivered,
  when actually received by telefacsimile (unless otherwise required
  by law), when deposited with a nationally recognized overnight
  courier, or, if mailed, when deposited in the United States mail, as
  first class, certified or registered mail postage prepaid, directed
  to the addresses shown near the beginning of this Agreement.  Any
  party may change its address for notices under this Agreement by
  giving written notice to the other parties, specifying that the
  purpose of the notice is to change the party's address.  For notice
  purposes, Borrower agrees to keep Lender informed at all times of
  Borrower's current address.  Unless otherwise provided or required
  by law, if there is more than one Borrower, any notice given by
  Lender to any Borrower is deemed to be notice given to all
  Borrowers.

  Severability.  If a court of competent jurisdiction finds any
  provision of this Agreement to be illegal, invalid, or unenforceable
  as to any circumstance, that finding shall not make the offending
  provision illegal, or unenforceable as to any other circumstance.
  If feasible, the offending provision shall be considered modified so
  that is becomes legal, valid and enforceable.  If the offending
  provision cannot be so modified, it shall be considered deleted from
  this Agreement.  Unless otherwise required by law, the illegality,
  invalidity, or unenforceability of any provision of this Agreement
  shall not affect the legality, validity of enforceability of any
  other provision of this Agreement.

  Subsidiaries and Affiliates of Borrower.  To the extent the context
  of any provisions of this Agreement makes it appropriate, including
  without limitation any representation, warranty or covenant, the
  word "Borrower" as used in this Agreement shall include all of
  Borrower's subsidiaries and affiliates.  Notwithstanding the
  foregoing however, under no circumstances shall this Agreement be
  construed to require Lender to make any Loan or other financial
  accommodation to any of Borrower's subsidiaries or affiliates.

  Successors and Assigns.  All covenants and agreements by or on
  behalf of Borrower contained in this Agreement or any Related
  Documents shall bind Borrower's successors and assigns and shall
  inure to the benefit of Lender and its successors and assigns.
  Borrower shall not, however, have the right to assign Borrower's
  rights under this Agreement or any interest therein, without the
  prior written consent of Lender.

  Survival of Representations and Warranties.  Borrower understands
  and agrees that in extending Loan Advances, Lender is relying on all
  representations, warranties, and covenants made by Borrower in this
  Agreement or in any certificate or other instrument delivered by
  Borrower to Lender under this Agreement or the Related Documents.
  Borrower further agrees that regardless of any investigation made by
  Lender, all such representations, warranties and covenants will
  survive the extension of Loan Advances and delivery to Lender of the
  Related Documents, shall be continuing in nature, shall be deemed
  made and redated by Borrower at the time each Loan Advance is made,
  and shall remain in full force and effect until such time as
  Borrower's indebtedness shall be paid in full, or until this
  Agreement shall be terminated in the manner provided above,
  whichever is the last to occur.

  Time is of the Essence.  Time is of the essence in the performance
  of this Agreement.

DEFINITIONS.  The following capitalized words and terms shall have the
following meanings when used in this Agreement.  Unless specifically
stated to the contrary, all references to dollar amounts shall mean
amounts in lawful money of the United States of America.  Words and terms
used in the singular shall include the plural, and the plural shall
include the singular, as the context may require.  Words and terms not
otherwise defined in this Agreement shall have the meanings attributed to
such terms in the Uniform Commercial Code.  Accounting words and terms not
otherwise defined in this Agreement shall have the meanings assigned to
them in accordance with generally accepted accounting principles as in
effect on the date of this Agreement:

  Advance.  The word "Advance" means a disbursement of Loan funds
  made, or to be made, to Borrower or on Borrower's behalf under the
  terms and conditions of this Agreement.

  Agreement.  The word "Agreement" means this Business Loan Agreement
  (Asset Based), as this Business Loan Agreement (Asset Based) may be
  amended or modified from time to time, together with all exhibits
  and schedules attached to this Business Loan Agreement (Asset Based)
  from time to time.

  Borrower.  The word "Borrower" means Petmed Express, Inc. and
  includes all co-signers and co-makers signing the Note.

  Borrowing Base.  The words "Borrowing Base" mean, as determined by
  Lender from time to time, the lesser of (1) $6,000,000.00 or (2)
  50.000% of the aggregate amount of Eligible Inventory.

  Business Day.  The words "Business Day" mean a day on which
  commercial banks are open in the State of Florida.

  Collateral  The word "Collateral" means all property and assets
  granted as collateral security for a Loan, whether real or personal
  property, whether granted directly or indirectly, whether granted
  now or in the future, and whether granted in the form of a security
  interest, mortgage, collateral mortgage, deed of trust, assignment,
  pledge, crop pledge, chattel mortgage, collateral chattel mortgage,
  chattel trust, factor's lien, equipment trust, conditional sale,
  trust receipt, lien or title retention contract, lease or
  consignment intended as a security device, or any other security or
  lien interest whatsoever, whether created by law, contract, or
  otherwise.  The word Collateral also includes without limitation all
  collateral described in the Collateral section of this Agreement.

  Eligible Inventory.  The words "Eligible Inventory" mean at any
  time, all of Borrower's Inventory as defined below except:

    (1)     Inventory which is not owned by Borrower free and clear
            of all security interests, liens, encumbrances, and claims
            of third parties.

                        Exhibit 10.12 Page 5 of 29



<PAGE>



                    BUSINESS LOAN AGREEMENT (ASSET BASED)
                                 (Continued)                         Page 6
===========================================================================

    (2)     Inventory which Lender, in its sole discretion, deems to
            be obsolete, unsalable, damaged, defective, or unfit for
            further processing.

    (3)     Inventory advances shall be based on 50% of eligible
            inventory including a sub limit, which will limit reliance
            on prescription drug inventory to a maximum of
            $2,000,000.00 ($4,000,000.00 prescription inventory at 50%
            advance rate).  The Bank reserves the right to request an
            inventory audit at any time.

    Stale dated inventory shall be excluded from the borrowing
    base.  This will be checked annually by the company auditor.

  Environmental Laws.  The words "Environmental Laws" mean any and all
  state, federal and local statutes, regulations and ordinances
  relating to the protection of human health or the environment,
  including without limitation the Comprehensive Environmental
  Response, Compensation, and Liability Act of 1980, as amended, 42
  U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments
  and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the
  Hazardous Materials Transportation Act, 49 U.S.C Section 1801, et
  seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section
  6901, et seq., or other applicable state or federal laws, rules, or
  regulations adopted pursuant thereto.

  Event of Default.  The words "Event of Default" mean any of the
  events of default set forth in this Agreement in the default section
  of this Agreement.

  Expiration Date.  The words "Expiration Date" mean the date of
  termination of Lender's commitment to lend under this Agreement.

  GAAP.  The word "GAAP" means generally accepted accounting
  principles.

  Grantor.  The word "Grantor" means each and all of the persons or
  entities granting a Security Interest in any Collateral for the
  Loan, including without limitation all Borrowers granting such a
  Security Interest.

  Guarantor.  The word "Guarantor" means any guarantor, surety, or
  accommodation party of any or all of the Loan.

  Guaranty.  The word "Guaranty" means the guaranty from Guarantor to
  Lender, including without limitation a guaranty of all or part of
  the Note.

  Hazardous Substances.  The words "Hazardous Substances" mean
  materials that, because of their quantity, concentration or
  physical, chemical or infectious characteristics, may cause or pose
  a present or potential hazard to human health or the environment
  when improperly used, treated, stored, disposes of, generated,
  manufactured, transported or otherwise handled.  The words
  "Hazardous Substances" are used in their very broadest sense and
  include without limitation any and all hazardous or toxic
  substances, materials or waste as defined by or listed under the
  Environmental Laws.  The term "Hazardous Substances" also includes,
  without limitation, petroleum and petroleum by-products or any
  fraction thereof and asbestos.

  Indebtedness. The word "Indebtedness" means the indebtedness
  evidence by the Note or Related Documents, including all principal
  and interest together with all other indebtedness and costs and
  expenses for which Borrower is responsible under this Agreement or
  under any of the Related Documents.

  Inventory. The word "Inventory" means all of Borrower's raw
  materials, work in process, finished goods, merchandise, parts and
  supplies, of every kind and description, and goods held for sale or
  lease or furnished under contracts of service in which Borrower now
  has or hereafter acquires any right, whether held by Borrower or
  others, and all documents of title, warehouse receipts, bills of
  lading, and all other documents of every type covering all or any
  part of the foregoing.  Inventory includes inventory temporarily out
  of Borrower's custody or possession and all returns on Accounts.

  Lender.  The word "Lender" means RBC CENTURA BANK, its successors
  and assigns,

  Loan.  The word "Loan" means any and all loans and financial
  accommodations from Lender to Borrower whether now or hereafter
  existing, and however evidenced, including without limitation those
  loans and financial accommodations described herein or described on
  any exhibit or schedule attached to this Agreement from time to
  time.

  Note.  The word "Note" means the Note executed by Petmed Express,
  Inc.  in the principle amount of $6,000,000.00 dated November 2,
  2004, together with all renewals of, extensions of, modifications
  of, refinancings of, consolidations of, and substitutions for the
  note or credit agreement.

  Permitted Liens.  The words "Permitted Liens" mean (1) liens and
  security interests securing Indebtedness owed by Borrower to Lender;
  (2) liens for taxes, assessments, or similar charges either not yet
  due or being contested in good faith; (3) liens of materialmen,
  mechanics, warehousemen, or carriers, or other like liens arising in
  the ordinary course of business and securing obligations which are
  not yet delinquent; (4) purchase money liens or purchase money
  security interests upon or in any property acquired or held by
  Borrower in the ordinary course of business to secure indebtedness
  outstanding on the date of this Agreement or permitted to be
  incurred under the paragraph of this Agreement titled "Indebtedness
  and Liens"; (5) liens and security interests which, as of the date
  of this Agreement, have been disclosed to and approved by the Lender
  in writing; and (6) those liens and security interests which in the
  aggregate constitute an immaterial and insignificant monetary amount
  with respect to the net value of the Borrower's assets.

  Primary Credit Facility.  The words "Primary Credit Facility" mean
  the credit facility described in the Line of Credit section of this
  Agreement.

  Related Documents.  The words "Related Documents" mean all
  promissory notes, credit agreements, loan agreements, environmental
  agreements, guaranties, security agreements, mortgages, deeds of
  trust, security deeds, collateral mortgages, and all other
  instruments, agreements and documents, whether now or hereafter
  existing, executed in connection with the Loan.

  Security Agreement.  The words "Security Agreement" mean and include
  without limitation any agreements, promises, covenants,
  arrangements, understandings or other agreements, whether created by
  law, contract, or otherwise, evidencing, governing, representing, or
  creating a Security Interest.

  Security Interest.  The word "Security Interest" mean, without
  limitation, any and all types of collateral security, present and
  future, whether in the form of alien, charge, encumbrance, mortgage,
  deed of trust, security deed, assignment, pledge, crop pledge,
  chattel mortgage, collateral chattel mortgage, chattel trust,
  factor's lien, equipment trust, conditional sale, trust receipt,
  lien or title retention contract, lease or consignment intended as a
  security device, or any other security or lien interest whatsoever
  whether created by law, contract, or otherwise.

  Tangible Net Worth.  The words "Tangible Net Worth" mean Borrower's
  total assets excluding all intangible assets (i.e., goodwill,
  trademarks, patents, Copyrights, organizational expenses, and
  similar intangible items, but including leaseholds and leasehold
  improvements) less total debt.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT (ASSET BASED) AND BORROWER AGREES TO ITS TERMS.  THIS BUSINESS
LOAN AGREEMENT (ASSET BASED) IS DATED NOVEMBER 2, 2004.

BORROWER:

PETMED EXPRESS, INC.

By: /s/ Bruce S. Rosenbloom
   --------------------------
   Bruce Rosenbloom, Treasurer
   of Petmed Express, Inc.

LENDER:

RBC CENTURA BANK

By: /s/ Clinton H. Park
   ---------------------
    Authorized Signer

                        Exhibit 10.12 Page 6 of 29



<PAGE>




               CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL
===========================================================================

Corporation:   Petmed Express Inc.       Lender:  RBC CENTURA BANK
               1441 SW 29th Ave                   Boca Raton, FL
               Pompano Beach, FL 30369            Lending Service Center (FL)
                                                  2801 PGA Blvd. Suite 280H
                                                  Palm Beach Gardens, FL 33410




I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE CORPORATION'S EXISTENCE.  The complete and correct name of the
Corporation is Petmed Express, Inc. ("Corporation").  The Corporation is a
corporation for profit which is, and at all times shall be, duly
organized, validly existing, and in good standing under and by virtue of
the laws of the State of Florida.  The Corporation has the full power and
authority to own its properties and to transact the business in which it
is presently engaged or presently proposes to engage. The Corporation
maintains an office at 1441 SW 29th Ave, Pompano Beach, FL 33069.  Unless
the Corporation has designated otherwise in writing, the principal office
is the office at which the Corporation keeps its books and records.  The
Corporation will notify Lender prior to any change in the location of The
Corporation's state of organization or any change in The Corporation's
name. The Corporation shall do all things necessary to preserve and to
keep in full force and effect its existence, rights and privileges, and
shall comply will all regulations, rules, ordinances, statutes, orders and
decrees of any governmental or quasi-governmental authority or court
applicable to the Corporation and The Corporation's business activities.

RESOLUTIONS ADOPTED.  At a meeting of the Directors of the Corporation, or
if the Corporation is a close cooperation having no Board of Directors
then at a meeting of the Corporation's shareholders, duly called and held
on May 31, 2001, at which a quorum was present and voting, or by other
duly authorized action in lieu of a meeting, the resolutions set forth in
this Resolution were adopted.

OFFICER.  The following named person is an officer of Petmed Express, Inc.:

NAMES                 TITLES      AUTHORIZED   ACTUAL SIGNATURE
-----                 ------      ----------   ----------------

Bruce Rosenbloom     Treasurer        Y         \s\ Bruce S. Rosenbloom

ACTIONS AUTHORIZED.  The authorized person listed above may enter into any
agreements of any nature with Lender, and those agreements will bind the
Corporation.  Specifically, but without limitation, the authorized,
empowered, and directed to do the following for and behalf of the
Corporation:

  Borrow Money:  To borrow, as a cosigner or otherwise, from time to
  time from Lender, on such terms as may be agreed upon between the
  Corporation and Lender, such sum or sums of money as his or her
  judgment should be borrowed, without limitation.

  Execute Notes:  To execute and deliver to Lender the promissory note
  or notes, or other evidence of the Corporation's credit
  accommodations, on Lender's forms, at such rates of interest and on
  such terms as may be agreed upon, evidencing the sums of money so
  borrowed or any of the Corporation's indebtedness to Lender, and
  also to execute and deliver to Lender one or more renewals,
  extensions, modifications, refinancings, consolidations, or
  substitutions for one or more of the notes, or any other evidence of
  credit accommodations.

  Grant Security.  To mortgage, pledge, transfer, endorse,
  hypothecate, or otherwise encumber and deliver to Lender any
  property now or hereafter belonging to the Corporation or in which
  the Corporation now or hereafter may have an interest, including
  without limitation all of the Corporation's real property and all of
  the Corporation's personal property (tangible or intangible), as
  security for the payment of any loans or credit accommodations so
  obtained, any promissory notes so executed (including any amendments
  to or modifications, renewals, and extensions, of such promissory
  notes), or any other or further indebtedness of the Corporation to
  Lender at any time owing, however the same may be evidenced. Such
  property may be mortgaged, pledged, transferred, endorsed,
  hypothecated or encumbered at the time such loans are obtained or
  such indebtedness is incurred, or at any other time or times, and
  may in addition to or in lieu of any property theretofore mortgaged,
  pledged, transferred, endorsed, hypothecated or encumbered.

  Execute Security Documents.  To execute and deliver to Lender the
  forms of mortgage, deed of trust, pledge agreement, hypothecation
  agreement, and other security agreements and financing statements
  which Lender may require and which shall evidence terms and
  conditions under and pursuant to which such liens and encumbrances,
  or any of them, are given; and also to execute and deliver to Lender
  any other written instruments, any chattel paper, or any kind of
  nature, which Lender may deem necessary or proper in connection with
  or pertaining to the giving of the liens and encumbrances.

  Negotiate Items.  To draw, endorse, and discount with Lender all
  drafts, trade acceptances, promissory notes, or other evidences of
  indebtedness payable to or belonging to the Corporation or in which
  the Corporation may have an interest, and either to receive cash for
  the same or to cause such proceeds to be credited to the
  Corporations' account with Lender, or to cause such other
  disposition of the proceeds derived therefrom as he or she may deem
  advisable.

  Further Acts.  In the case of lines of credit, to designate
  additional or alternate individuals as being authorized to request
  advances under such liens, and in all cases, to do and perform such
  other acts and things, to pay any and all fees and costs, and to
  execute and deliver such other documents and agreements as the
  officer may in his or her discretion deem reasonably necessary or
  proper in order to carry into effect the provisions of this
  Resolution. The following person currently is authorized, except as
  provided in this paragraph, to request advances and authorize
  payments under the line of credit until Lender receives from the
  Corporation, at Lender's address shown above, written notice of
  revocation of his or her authority: Bruce Rosenbloom.  Borrowing
  Base Advances:

  Inventory advances shall be based on 50% of eligible inventory
  including a sub limit, which will limit reliance on prescription
  drug inventory to a maximum of $2,000,000.00 ($4,000,000.00
  prescription inventory at 50% advance rate).  The Bank reserves the
  right to request an inventory audit at any time. Stale dated
  inventory shall be excluded from borrowing base. This will be
  checked annually by the company's auditor.

ASSUMED BUSINESS NAMES.  The Corporation has filed or recorded all
documents or filings required by law to all assumed business names used by
the Corporation.  Excluding the name of the Corporation, the following is
a complete list of all assumed business names under which the Corporation
does business:  None.

NOTICES TO LENDER.  The Corporation will promptly notify Lender in writing
at Lender's address shown above (or such other addresses as Lender may
designate from time to time) prior to any (A) change in the Corporation's
name; (B) change in the Corporation's assumed business name(s); (C) change
in the management of the Corporation; (D) change in the authorized
signer(s); (E) change in the Corporation's principal office address; (F)
change in the Corporation's state or organization; (G) conversion of the
Corporation to a new or different type of business entity; or (H) change
in any other aspect of the Corporation that directly or indirectly relates
to any agreements between the Corporation and Lender. No change in the
Corporation's name or state of organization will take effect until after
the Lender has received notice.

                        Exhibit 10.12 Page 7 of 29



<PAGE>



              CORPORATE RESOLUTION TO BORROW / GRANT COLLATERAL
                                  (Continued)                        Page 2
===========================================================================

ADDITIONAL RESOLUTION PROVISION.  Signatures showing participation in the
request and processing of any matter covered by this resolution by any two
of the designated officers in any role, including without limitation
attestation of signatures by the Secretary, shall be sufficient to satisfy
the requirements of this resolution.

CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS.  The officer named
above is duly elected, appointed, or employed by or for the Corporation,
as the case may be, and occupies the position set opposite his or her
respective name. This Resolution now stands of record on the books of the
Corporation, is in full force and effect, and has not been modified or
revoked in any manner whatsoever.

NO CORPORATE SEAL.  The Corporation has no corporate seal, and therefore,
no seal is affixed to this Resolution.

CONTINUING VALIDITY.  Any and all acts authorized pursuant to this
Resolution and performed prior to the passage of this Resolution are
hereby ratified and approved. This Resolution shall be continuing, shall
remain in full force and effect and Lender may rely on it until written
notice of its revocation shall have been delivered to and received by
Lender at Lender's address shown above (or such addresses as Lender may
designate from time to time). Any such notice shall not affect any of the
Corporation's agreements or commitments in effect at the time notice is
give.

IN TESTIMONY WHEREOF, I have hereunto set my hand and attest that the
signature set opposite the name listed above is his or her genuine
signature.

I have read all the provisions of this Resolution, and I personally and on
behalf of the Corporation certify that all statements and representations
made in this Resolution are true and correct. This Corporate Resolution to
Borrow / Grant Collateral is dated November 2, 2004.
                                   ----------------

                          CERTIFIED TO AND ATTESTED BY:

                          /s/ Bruce S. Rosenbloom
                          --------------------------------
                          Bruce Rosenbloom, Treasurer of Petmed Express, Inc.

Note: If the officer signing this Resolution is designated by the
foregoing document as one of the officers authorized to act on the
Corporations' behalf, it is advisable to have this Resolution signed by at
least one non-authorized officer of the Corporation.

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


                        Exhibit 10.12 Page 8 of 29



<PAGE>



           CORPORATE RESOLUTION TO GRANT COLLATERAL / GUARANTEE
===========================================================================

Borrower:     Petmed Express Inc.      Lender: RBC CENTURA BANK
              1441 SW 29th Ave                 Boca Raton, FL
              Pompano Beach, FL 30369          Lending Service Center (FL)
                                               2801 PGA Blvd. Suite 280H
                                               Palm Beach Gardens, FL 33410
Corporation:  First Image Marketing, Inc.
              1441 SW 29th Ave
              Pompano Beach, FL 30369

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

I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE CORPORATION'S EXISTENCE.  The complete and correct name of the
Corporation is First Image Marketing, Inc. ("Corporation"). The
Corporation is a corporation for profit which is, and at all times shall
be, duly organized validly existing, and in good standing under by virtue
of the laws of the State of Florida.  The Corporation has the full power
and authority to own its properties and to transact the business in which
it is presently engaged or presently proposes to engage. The Corporation
maintains an office at 1441 SW 29th Ave, Pompano Beach, FL 33069. Unless
the Corporation has designated otherwise in writing, the principal office
is the office at which the Corporation keeps its nooks and records. The
Corporation will notify Lender prior to any change in location of the
Corporation's state of organization or any change in privileges, and shall
comply with all regulations, rules, ordinances, statutes, orders and
decrees of any governmental or quasi-governmental authority or court
applicable to the Corporation and The Corporation's business activities.

RESOLUTIONS ADOPTED.  At a meeting of the Directors of the Corporation, or
if the Corporation is a close cooperation having no Board of Directors
then at a meeting of the Corporation's shareholders, duly called and held
on January 29, 1996, at which a quorum was present and voting, or by other
duly authorized action in lieu of a meeting, the resolutions set forth in
this Resolution were adopted.

OFFICER.  The following named person is an officer of Petmed Express, Inc.:

NAMES               TITLES        AUTHORIZED     ACTUAL SIGNATURE
-----               ------        ----------     ----------------

Marc Puleo          Director        Y            \s\ Marc Puleo

ACTIONS AUTHORIZED.  The authorized person listed above may enter into any
agreements of any nature with Lender, and those agreements will bind the
Corporation.  Specifically, but without limitation, the authorized,
empowered, and directed to do the following for and behalf of the
Corporation:

  Guaranty.  To guarantee or act as surety for loans or other
  financial accommodations to Borrower from Lender on such guarantee
  or surety terms as may be agreed upon between the officer of the
  Corporation and Lender and in such sum or sums of money as in his or
  her judgment should be guaranteed or assured, (the "Guaranty").

  Grant Security. To mortgage, pledge, transfer, endorse, hypothecate,
  or otherwise encumber and deliver to Lender any property now or
  hereafter belonging to the Corporation or in which the Corporation
  now or hereafter may have an interest, including without limitation
  all of the Corporations' real property and all of the Corporation's
  personal property (tangible or intangible), as security for the
  Guaranty, and as a security for the payment of any loans, any
  promissory notes, or any other or further indebtedness of Petmed
  Express, Inc. to Lender at any time owing, however the same may be
  evidenced. Such property may be mortgaged, pledged, transferred,
  endorsed, hypothecated or encumbered at the time such loans are
  obtained or such indebtedness is incurred, or at any other time or
  times, and may be either in addition to or in lieu of any property
  theretofore mortgaged, pledged, transferred, endorsed, hypothecated
  or encumbered. The provisions of this Resolution authorizing or
  relating to the pledge, mortgage, transfer, endorsement,
  hypothecation, granting of a security interest in, or in any way
  encumbering, the assets of the Corporation shall include, without
  limitation, doing so in order to lend collateral security for the
  indebtedness, now or hereafter existing, and of any nature
  whatsoever, of Petmed Express, Inc. to Lender. The Corporation has
  considered the value to itself of lending collateral in support of
  such indebtedness, and the Corporation represents to Lender that the
  Corporation is benefited by doing so.

  Execute Security Documents.  To execute and deliver to Lender the
  forms of mortgage, deed of trust, pledge agreement, hypothecation
  agreement, and other security agreements and financing statements
  which Lender may require and which shall evidence the terms and
  conditions under and pursuant to which such liens and encumbrances,
  or any of them, are given; and also to execute and deliver to Lender
  any other written instruments, any chattel paper, or any other
  collateral, or any kind of nature, which Lender may deem necessary
  or proper in connection with or pertaining to the giving of the
  liens and encumbrances.

  Further Acts.  To do and perform such other acts and things and to
  execute and deliver such other documents and agreements as the
  officer may in his or her discretion deem reasonably necessary or
  proper in order to carry into effect the provisions of this
  Resolution.

ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all
documents or filings required by law relating to all assumed business
names used by the Corporation.  Excluding the name of the Corporation, the
following is a complete list of all assumed business names under which the
Corporation does business: None.

NOTICES TO LENDER.  The Corporation will promptly notify Lender in writing
at Lender's address shown above (or such other addresses as Lender may
designate from time to time) prior to any (A) change in the Corporation's
name; (B) change in the Corporation's assumed business name(s); (C) change
in the management of the Corporation; (D) change in the authorized
signer(s); (E) change in the Corporation's principal office address; (F)
change in the Corporation's state or organization; (G) conversion of the
Corporation to a new or different type of business entity; or (H) change
in any other aspect of the Corporation that directly or indirectly relates
to any agreements between the Corporation and Lender. No change in the
Corporation's name or state of organization will take effect until after
the Lender has received notice.

ADDITIONAL RESOLUTION PROVISION.  Signatures showing participation in the
request and processing of any matter covered by this resolution by any two
of the designated officers in any role, including without limitation
attestation of signatures by the Secretary, shall be sufficient to satisfy
the requirements of this resolution.

CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS.  The officer named
above is duly elected, appointed, or employed by or for the Corporation,
as the case may be, and occupies the position set opposite his or her
respective name. This Resolution now stands of record on the books of the
Corporation, is in full force and effect, and has not been modified or
revoked in any manner whatsoever.

NO CORPORATE SEAL.  The Corporation has no corporate seal, and therefore,
no seal is affixed to this Resolution.

CONTINUING VALIDITY.  Any and all acts authorized pursuant to this
Resolution and performed prior to the passage of this Resolution are

                        Exhibit 10.12 Page 9 of 29



<PAGE>



             CORPORATE RESOLUTION TO GRANT COLLATERAL / GUARANTEE
                               (Continued)                           Page 2
===========================================================================

hereby ratified and approved. This Resolution shall be continuing, shall
remain in full force and effect and Lender may rely on it until written
notice of its revocation shall have been delivered to and received by
Lender at Lender's address shown above (or such addresses as Lender may
designate from time to time). Any such notice shall not affect any of the
Corporation's agreements or commitments in effect at the time notice is
give.

IN TESTIMONY WHEREOF, I have hereunto set my hand and attest that the
signature set opposite the name listed above is his or her genuine
signature.

I have read all the provisions of this Resolution, and I personally and on
behalf of the Corporation certify that all statements and representations
made in this Resolution are true and correct. This Corporate Resolution to
Grant Collateral / Guarantee is dated November 2, 2004.
                                      ----------------

                         CERTIFIED TO AND ATTESTED BY:

                         /s/ Marc Puleo
                         ---------------------
                         Marc Puleo, President of First Image Marketing, Inc.


Note: If the officer signing this Resolution is designated by the
foregoing document as one of the officers authorized to act on the
Corporations' behalf, it is advisable to have this Resolution signed by at
least one non-authorized officer of the Corporation.

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

                        Exhibit 10.12 Page 10 of 29



<PAGE>



            CORPORATE RESOLUTION TO GRANT COLLATERAL / GUARANTEE
===========================================================================

Borrower:     Petmed Express Inc.        Lender: RBC CENTURA BANK
              1441 SW 29th Ave                   Boca Raton, FL
              Pompano Beach, FL 30369            Lending Service Center (FL)
                                                 2801 PGA Blvd. Suite 280H
                                                 Palm Beach Gardens, FL 33410
Corporation:  Southeastern Veterinary Exports, Inc.
              1441 SW 29th Ave
              Pompano Beach, FL 30369
===========================================================================

I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE CORPORATION'S EXISTENCE.  The complete and correct name of the
Corporation is Southeastern Veterinary Exports, Inc. ("Corporation"). The
Corporation is a corporation for profit which is, and at all times shall
be, duly organized validly existing, and in good standing under by virtue
of the laws of the State of Florida.  The Corporation has the full power
and authority to own its properties and to transact the business in which
it is presently engaged or presently proposes to engage. The Corporation
maintains an office at 1441 SW 29th Ave, Pompano Beach, FL 33069. Unless
the Corporation has designated otherwise in writing, the principal office
is the office at which the Corporation keeps its nooks and records. The
Corporation will notify Lender prior to any change in location of the
Corporation's state of organization or any change in privileges, and shall
comply with all regulations, rules, ordinances, statutes, orders and
decrees of any governmental or quasi-governmental authority or court
applicable to the Corporation and The Corporation's business activities.

RESOLUTIONS ADOPTED.  At a meeting of the Directors of the Corporation, or
if the Corporation is a close cooperation having no Board of Directors
then at a meeting of the Corporation's shareholders, duly called and held
on May 31, 2001, at which a quorum was present and voting, or by other
duly authorized action in lieu of a meeting, the resolutions set forth in
this Resolution were adopted.

OFFICER. The following named person is an officer of Southeastern
Veterinary Exports, Inc.:

NAMES                TITLES     AUTHORIZED    ACTUAL SIGNATURE
-----                ------     ----------    ----------------
Bruce Rosenbloom    President        Y        \s\ Bruce S. Rosenbloom

ACTIONS AUTHORIZED.  The authorized person listed above may enter into any
agreements of any nature with Lender, and those agreements will bind the
Corporation.  Specifically, but without limitation, the authorized,
empowered, and directed to do the following for and behalf of the
Corporation:

  Guaranty. To guarantee or act as surety for loans or other financial
  accommodations to Borrower from Lender on such guarantee or surety
  terms as may be agreed upon between the officer of the Corporation
  and Lender and in such sum or sums of money as in his or her
  judgment should be guaranteed or assured, (the "Guaranty").

  Grant Security. To mortgage, pledge, transfer, endorse, hypothecate,
  or otherwise encumber and deliver to Lender any property now or
  hereafter belonging to the Corporation or in which the Corporation
  now or hereafter may have an interest, including without limitation
  all of the Corporations' real property and all of the Corporation's
  personal property (tangible or intangible), as security for the
  Guaranty, and as a security for the payment of any loans, any
  promissory notes, or any other or further indebtedness of Petmed
  Express, Inc. to Lender at any time owing, however the same may be
  evidenced. Such property may be mortgaged, pledged, transferred,
  endorsed, hypothecated or encumbered at the time such loans are
  obtained or such indebtedness is incurred, or at any other time or
  times, and may be either in addition to or in lieu of any property
  theretofore mortgaged, pledged, transferred, endorsed, hypothecated
  or encumbered. The provisions of this Resolution authorizing or
  relating to the pledge, mortgage, transfer, endorsement,
  hypothecation, granting of a security interest in, or in any way
  encumbering, the assets of the Corporation shall include, without
  limitation, doing so in order to lend collateral security for the
  indebtedness, now or hereafter existing, and of any nature
  whatsoever, of Petmed Express, Inc. to Lender. The Corporation has
  considered the value to itself of lending collateral in support of
  such indebtedness, and the Corporation represents to Lender that the
  Corporation is benefited by doing so.

  Execute Security Documents.  To execute and deliver to Lender the
  forms of mortgage, deed of trust, pledge agreement, hypothecation
  agreement, and other security agreements and financing statements
  which Lender may require and which shall evidence the terms and
  conditions under and pursuant to which such liens and encumbrances,
  or any of them, are given; and also to execute and deliver to Lender
  any other written instruments, any chattel paper, or any other
  collateral, or any kind of nature, which Lender may deem necessary
  or proper in connection with or pertaining to the giving of the
  liens and encumbrances.

  Further Acts.  To do and perform such other acts and things and to
  execute and deliver such other documents and agreements as the
  officer may in his or her discretion deem reasonably necessary or
  proper in order to carry into effect the provisions of this
  Resolution.

ASSUMED BUSINESS NAME.  The Corporation has filed or recorded all
documents or filings required by law relating to all assumed business
names used by the Corporation.  Excluding the name of the Corporation, the
following is a complete list of all assumed business names under which the
Corporation does business: None.

NOTICES TO LENDER.  The Corporation will promptly notify Lender in writing
at Lender's address shown above (or such other addresses as Lender may
designate from time to time) prior to any (A) change in the Corporation's
name; (B) change in the Corporation's assumed business name(s); (C) change
in the management of the Corporation; (D) change in the authorized
signer(s); (E) change in the Corporation's principal office address; (F)
change in the Corporation's state or organization; (G) conversion of the
Corporation to a new or different type of business entity; or (H) change
in any other aspect of the Corporation that directly or indirectly relates
to any agreements between the Corporation and Lender. No change in the
Corporation's name or state of organization will take effect until after
the Lender has received notice.

ADDITIONAL RESOLUTION PROVISION.  Signatures showing participation in the
request and processing of any matter covered by this resolution by any two
of the designated officers in any role, including without limitation
attestation of signatures by the Secretary, shall be sufficient to satisfy
the requirements of this resolution.

CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS.  The officer named
above is duly elected, appointed, or employed by or for the Corporation,
as the case may be, and occupies the position set opposite his or her
respective name. This Resolution now stands of record on the books of the
Corporation, is in full force and effect, and has not been modified or
revoked in any manner whatsoever.

NO CORPORATE SEAL.  The Corporation has no corporate seal, and therefore,
no seal is affixed to this Resolution.

CONTINUING VALIDITY.  Any and all acts authorized pursuant to this
Resolution and performed prior to the passage of this Resolution are

                        Exhibit 10.12 Page 11 of 29



<PAGE>



           CORPORATE RESOLUTION TO GRANT COLLATERAL / GUARANTEE
                               (Continued)                           Page 2
===========================================================================

hereby ratified and approved. This Resolution shall be continuing, shall
remain in full force and effect and Lender may rely on it until written
notice of its revocation shall have been delivered to and received by
Lender at Lender's address shown above (or such addresses as Lender may
designate from time to time). Any such notice shall not affect any of the
Corporation's agreements or commitments in effect at the time notice is
give.

IN TESTIMONY WHEREOF, I have hereunto set my hand and attest that the
signature set opposite the name listed above is his or her genuine
signature.

I have read all the provisions of this Resolution, and I personally and on
behalf of the Corporation certify that all statements and representations
made in this Resolution are true and correct. This Corporate Resolution to
Grant Collateral / Guarantee is dated November 2, 2004.
                                      ----------------

                                  CERTIFIED TO AND ATTESTED BY:

                                  /s/ Bruce S. Rosenbloom
                                  ------------------------
                                  Bruce Rosenbloom, President of
                                  Southeastern Veterinary Exports, Inc.

Note: If the officer signing this Resolution is designated by the
foregoing document as one of the officers authorized to act on the
Corporations' behalf, it is advisable to have this Resolution signed by at
least one non-authorized officer of the Corporation.



                        Exhibit 10.12 Page 12 of 29



<PAGE>



                       COMMERCIAL SECURITY AGREEMENT
===========================================================================


Grantor:    Petmed Express Inc.     Lender: RBC CENTURA BANK
            1441 SW 29th Ave                Boca Raton, FL
            Pompano Beach, FL 30369         Lending Service Center (FL)
                                            2801 PGA Blvd. Suite 280H
                                            Palm Beach Gardens, FL 33410
===========================================================================

THIS COMMERCIAL SECURITY AGREEMENT dated November 2, 2004, is made and
executed between Petmed Express, Inc. ("Grantor") and RBC CENTURA BANK
("Lender").

GRANT OF SECURITY INTEREST. The valuable consideration, Grantor grants to
Lender a security interest in the Collateral to secure the Indebtedness
and agrees that Lender shall have the rights stated in this Agreement with
respect to the Collateral, in addition to all other rights which Lender
may have by law.

COLLATERAL DESCRIPTION. The word "Collateral" as used in this agreement
means the following described property, whether now owned or hereafter
acquired, whether now existing or hereafter arising, and wherever located,
in which Grantor is giving to Lender a security interest for the payment
of the Indebtedness and performance of all other obligations under the
Note and this Agreement:

  All inventory, Chattel Paper, Accounts, Equipment, Furniture,
  Fixtures, Machinery, Receivables, Patents, Licenses, and General
  Intangibles

In addition, the word "collateral" also includes all the following,
whether now owned or hereafter acquired, whether now existing or hereafter
acquired, whether now existing or hereafter arising, and wherever located:

    (A)     All accessions, attachments, accessories, tools, parts,
            supplies, replacements of and additions to any of the collateral
            described herein, whether added now or later.
    (B)     All products and produce of any of the property described in
            this Collateral section.
    (C)     All accounts, general intangible, instruments, rents, monies,
            payments, and all other rights, arising out of a sale, lease,
            consignment or other disposition of any of the property described
            in this Collateral section.
    (D)     All proceeds (including insurance proceeds) from the sale,
            destruction, loss, or other disposition of any of the property
            described in this Collateral section, and sums due from a third
            party who has damaged or destroyed the Collateral or from that
            party's insurer, whether due to judgment, settlement or other
            process.
    (E)     All records and data relation to any of the property described
            in this Collateral section, whether in the form of writing,
            photograph, microfilm, microfiche, or electronic media, together
            with all of Grantor's right, title, and interest in and to all
            computer software required to utilize, create, maintain, and
            process any such records or data on electronic media.

Despite any other provision of this Agreement, Lender is not granted, and
will not have, a nonpurchase money security interest in household good, to
the extent such a security interest would be prohibited by applicable law.
In addition, if because of the type of any Property, Lender is required to
give a notice of the right to cancel under Truth in Lending for the
Indebtedness, then Lender will not have a security interest in such
Collateral unless and until such a notice is given.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender
reserves a right of setoff in all Grantor's accounts with Lender (whether
checking, saving, or some other account). This includes all accounts
Grantor holds jointly with someone else and all accounts Grantor may open
in the future. However, this does not include any IRA or Keogh accounts,
or any trust accounts for which setoff would be prohibited by law. Grantor
authorizes Lender, to extent permitted by applicable law, to charge or
setoff all sums owing on the Indebtedness against any and all such
accounts, and, at Lender's option, to administratively freeze all such
accounts to allow Lender to protect Lender's charge and setoff rights
provided in this paragraph.

GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL.
With respect to the Collateral, Grantor represents and promises to Lender
that:

  Perfection of Security Interest. Grantor agrees to take whatever
  actions are requested by Lender to perfect and continue Lender's
  security interest in the Collateral. Upon request of Lender, Grantor
  will deliver to Lender any and all of the documents evidencing or
  constituting the Collateral, and Grantor will note Lender's interest
  upon any and all chattel paper and instruments if not delivered to
  Lender for possession by Lender. This is a continuing Security
  Agreement and will continue in effect even though all or any part of
  the indebtedness is paid in full and even though for a period of
  time Grantor may not be indebted to Lender.

  Notices to Lender. Grantor will promptly notify Lender in writing at
  Lender's address shown above (or such other addresses as Lender may
  designate from time to time) prior to any (1) change in Grantor's
  name; (2) change in Grantor's assumed business name(s); (3) change
  in the management of the Corporation Grantor; (4) change in the
  authorized signer(s); (5) change in Grantor's principal office
  address; (6) change in Grantor's state of organization; (7)
  conversion of Grantor to a new or different type of business entity;
  or (8) change in any other aspect of Grantor that directly or
  indirectly relates to any agreements between Grantor and Lender. No
  change in Grantor's name or state of organization will take effect
  until after Lender has received notice.

  No Violation. The execution and delivery of this Agreement will not
  violate any law or agreement governing Grantor or to which Grantor
  is a party, and this certificate or articles of incorporation and
  bylaws do not prohibit any term or condition of this Agreement.

  Enforceability of Collateral. To the extent the Collateral consists
  of accounts, chattel paper, or general intangibles, as defined by
  the Uniform Commercial Code, the Collateral is enforceable in
  accordance with its terms, is genuine, and fully complies with all
  applicable laws and regulations concerning form, content and manner
  of preparation and execution, and all persons appearing to be
  obligated as they appear to be on the Collateral. At the time any
  account becomes subject to a security interest in favor of Lender,
  the account shall be a good and valid account representing an
  undisputed, bona fide indebtedness incurred by the account debtor,
  for merchandise held subject to delivery instructions or previously
  shipped or delivered pursuant to a contract of sale, or for services
  previously performed by Grantor with or for account debtor. So long
  as this Agreement remains in effect, Grantor shall not, without
  Lender's prior written consent, compromise, settle, adjust, or
  extend payment under or with regard to any such Accounts. There
  shall be setoffs or counterclaims against any of the Collateral, and
  no agreement shall have been made under which any deductions or
  discounts may be claimed concerning the Collateral except those
  disclosed to Lender in writing.

  Location of the Collateral. Except in the ordinary course of
  Grantor's business, grantor agrees to keep the Collateral (or to the
  extent the Collateral consists of intangible property such as
  account or general intangibles, the records concerning the
  Collateral) at Grantor's address shown above or at such other
  locations as are acceptable to Lender. Upon Lenders request, Grantor
  will deliver to Lender in form satisfactory to Lender a schedule of
  real properties and Collateral locations relating to Grantor's
  operations, including without limitation the following: (1) all real
  property Grantor owns or is purchasing; (2) all real property
  Grantor is renting or leasing; (3) all storage facilities Grantor
  owns, rents, leases, or uses; and (4) all other properties where
  Collateral is or may be located.

  Removal of the Collateral. Except in the ordinary course of
  Grantor's business, including the sales of inventory, Grantor shall
  not remove the Collateral from it's existing location without
  Lender's prior written consent. To the extent that the Collateral
  consists of vehicles, or other titled property, Grantor shall not
  take or permit any action which would require application for
  certificates of title for the vehicles outside the State of Florida,
  with Lender's prior written consent. Grantor shall, whenever
  requested, advise Lender of the exact location of the Collateral.

  Transactions Involving Collateral. Except for inventory sold or
  accounts collected in the ordinary course of Grantor's business, or
  as otherwise provided for in this Agreement, Grantor shall not sell,
  offer to sale or otherwise transfer or dispose of the Collateral.
  While Grantor is not in default under this Agreement, Grantor may
  sell inventory, but only in the ordinary course of its business and
  only to buyers who qualify as a buyer in the ordinary course of
  business. A sale in the ordinary course of Grantor's business does
  not include a transfer in partial or total satisfaction of a debt or
  any bulk sale. Grantor shall not pledge, mortgage, encumber or
  otherwise permit the Collateral to be subject to any lien, security
  interest, encumbrance, or charge, other than the security interest
  provided for in this Agreement, without the prior written consent of
  Lender.  This includes security interests even if junior in right to
  the security interests granted under this Agreement. Unless waived
  by Lender, all proceeds from any disposition of the Collateral (for
  whatever reason) shall be held in trust for Lender and shall not be
  commingled with any other funds; provided however, this requirement
  shall not constitute consent  by Lender to any sale or other
  disposition. Upon receipt, Grantor shall immediately deliver any
  such proceeds to Lender.

  Title. Grantor represents and warrants to Lender that Grantor holds
  good and marketable title to the Collateral, free and clear of all
  liens and encumbrances except for the lien of this Agreement. No
  financing statement covering any of the collateral is on file in any
  public office other than those which reflect the security interest
  created by this Agreement or to which Lender has specifically
  consented. Grantor shall defend Lender's rights in the Collateral
  against the claims and demands of all other persons.

  Repairs and Maintenance. Grantor agrees to keep and maintain, and to
  cause others to keep and maintain, the Collateral in good order,
  repaid and condition at all times while this Agreement remains in
  effect. Grantor further agrees to pay when due all claims for work
  done

                        Exhibit 10.12 Page 13 of 29



<PAGE>



                       COMMERCIAL SECURITY AGREEMENT
                                (Continued)                          Page 2
===========================================================================

  on or services rendered or material furnished in connection with the
  Collateral so that no lien or encumbrance may ever attach to or be
  filed against the Collateral.

  Inspection or Collateral. Lender and Lender's designated
  representatives and agents shall have the right at all reasonable
  times to examine and inspect the Collateral wherever located.

  Taxes, Assessments and Liens. Grantor will pay when due all taxes,
  assessments and liens upon the Collateral, its used or operation,
  upon this Agreement, upon any promissory note or notes evidencing
  the Indebtedness, or upon any of the other Related Documents.
  Grantor may withhold any such payment or may elect to contest any
  lien if Grantor is in good faith conducting an appropriate
  proceeding to contest the obligation to pay and so long as Lender's
  interest in the Collateral is not jeopardized in Lender's sole
  opinion. If the Collateral is subjected to a lien which is not
  discharged within fifteen (15) days, Grantor shall deposit with
  Lender Cash, a sufficient corporate surety bond or other security
  satisfactory  to Lender in an amount adequate to provide for the
  discharge of the lien plus any interest, costs, reasonable
  attorneys' fees or other charges accrued as a result of foreclosure
  or sale of the Collateral. In any contest Grantor shall defend
  itself and Lender and shall satisfy any final adverse judgment
  before enforcement against the Collateral. Grantor shall name Lender
  as an additional obligee under any surety bond furnished in the
  contest proceedings. Grantor further agrees to furnish Lender with
  evidence that such taxes, assessments and governmental and other
  charges have been paid in full and in a timely manner. Grantor may
  withhold any such payments or may elect to contest any lien if
  Grantor is in good faith conducting an appropriate proceeding to
  contest the obligation to pay and so long as Lender's interest in
  the Collateral is not jeopardized.

  Compliance with Governmental Requirements. Grantor shall comply
  promptly with all laws, ordinances, rules and regulations of all
  governmental authorities now or hereafter in effect, applicable to
  the ownership, production, disposition, or use of the Collateral,
  including all laws or regulations relating to the undue erosion of
  highly-erodible land or relating to the conversion of wetlands for
  the production of an agricultural product or commodity. Grantor may
  contest in good faith any such law, ordinance or regulation and
  withhold compliance during any proceeding, including appropriate
  appeals, so long as Lender's interest in the Collateral, in Lender's
  opinion, is not jeopardized.

  Hazardous Substances. Grantor represents and warrants that the
  Collateral never has been, and never will be so long as this
  Agreement remains a lien on the Collateral, used in violation of any
  Environmental Laws or for the generation, manufacture, storage,
  transportation, treatment, disposal, release or threatened release
  Hazardous Substance. The representations and warranties contained
  herein are based on Grantor's due diligence in investigating the
  Collateral for Hazardous Substances. Grantor hereby (1) releases and
  waives any future claims against Lender for indemnity or
  contribution in the event Grantor becomes liable for cleanup or
  other costs under any future Environmental Laws, and (2) agrees to
  indemnity and holds harmless Lender against any and all claims and
  losses resulting from a breach of this provision of this Agreement.
  This obligation to indemnity shall survive the payment of the
  Indebtedness and the satisfaction of this Agreement.

  Maintenance of Casualty Insurance. Grantor shall procure and
  maintain all risks insurance, including without limitation fire,
  theft, and liability coverage together with such other insurance as
  Lender may require with respect to the Collateral, in form, amounts,
  coverages and basis reasonably acceptable to Lender and issued by a
  company or companies reasonably acceptable to Lender. Grantor, upon
  request of Lender, will deliver to Lender from time to time the
  policies or certificates of insurance in form satisfactory to
  Lender, including stipulations that coverages will not be cancelled
  or diminished without at least ten (10) days' prior written notice
  to Lender and not including any disclaimer of the insurer's
  liability for failure to give such a notice. Each insurance policy
  also shall include an endorsement providing that coverage in favor
  of Lender will not be impaired in any way by any act, omission or
  default of Grantor or any other person. In connection with all
  policies covering assets in which Lender holds or is offered a
  security interest, Grantor will provide Lender with such loss
  payable or other endorsements as Lender may require. If Grantor at
  any time fails to obtain or maintain any insurance as required under
  this agreement, Lender may (but shall not be obligated) obtain such
  insurance as Lender deems appropriate, including if Lender so
  chooses "single interest insurance," which will cover only Lender's
  interest in the Collateral.

  Application of Insurance Proceeds. Grantor shall promptly notify
  Lender of any loss or damage to the Collateral. Lender may make
  proof of loss if Grantor fails to do so within fifteen (15) days of
  the casualty. All proceeds of any insurance on the Collateral,
  including accrued proceeds thereon, shall be held by Lender as part
  of the Collateral. If Lender consents to repair or replacement of
  the damaged or destroyed Collateral, Lender shall, upon satisfactory
  proof of expenditure, pay or reimburse Grantor from the proceeds for
  the reasonable cost of repair or restoration. If Lender does not
  consent to repair or replacement of the Collateral, Lender shall
  retain a sufficient amount of the proceeds to pay all the
  Indebtedness, and shall pay the balance to Grantor. Any proceeds
  which have not been disbursed within six (6) months after their
  receipt and which Grantor has not committed to the repair or
  restoration of the Collateral shall be used to prepay the
  Indebtedness.

  Insurance Reserves. Lender may require Grantor to maintain with
  Lender reserves for payment of insurance premiums, which reserves
  shall be created by monthly payments from Grantor of the sum
  estimated by Lender to be sufficient to produce, at least fifteen
  (15) days before the premium due date, amounts at least equal to the
  insurance premiums to be paid. If fifteen (15) days before payment
  is due, the reserve funds are insufficient, Grantor shall upon
  demand pay nay deficiency to Lender. The reserve funds shall be held
  by Lender as a general deposit and shall constitute a non-interest-
  bearing account which Lender may satisfy by payment of the insurance
  premiums required to be paid by Grantor as they become due. Lender
  does not hold the reserve funds in trust for Grantor, and Lender is
  not the agent of Grantor for payment of the insurance premiums
 required to be paid by Grantor. The responsibility for the payment
  of the premiums shall remain Grantor's sole responsibility.

  Insurance Reports. Grantor, upon request of Lender, shall furnish to
  Lender report on each existing policy of insurance showing such
  information as Lender may reasonably request including the
  following: (1) the name of insurer; (2) the risks insured; (3) the
  amount of the policy; (4) the property insured; (5) the then current
  value on the basis of which insurance has been obtained and the
  manner of determining that value; and (6) the expiration date of the
  policy. In addition, grantor shall upon request by Lender (however
  not more often than annually) have an independent appraiser
  satisfactory to Lender determine, as applicable, the cash value or
  replacement cost of the Collateral.

  Financing Statements. Grantor authorizes Lender to file a UCC
  financing statement, or alternatively, a copy of this Agreement to
  perfect Lender's request, Grantor additionally agrees to sign all
  other documents that are necessary to perfect, protect, and continue
  Lender's security interest in the Property. Grantor will pay all
  filing fees, title transfer fees, and other fees and costs involved
  unless prohibited by law or unless Lender is required by law to pay
  such fees and costs. Grantor irrevocably appoints Lender to execute
  documents necessary to transfer title if there is a default. Lender
  may file a copy of this Agreement as a financing statement. If
  Grantor changes Grantor's name or address, or the name or address of
  any person granting a security interest under this Agreement
  changes, Grantor will promptly notify the Lender of such change.

GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and
except as otherwise provided below with respect to accounts, Grantor may
have possession of the tangible personal property and beneficial use of
all the Collateral and may use it in any lawful manner not inconsistent
with this Agreement or the Related Documents, provided that Grantor's
right to possession and beneficial use shall not apply to any Collateral
where possession of the Collateral by Lender is required by law to perfect
Lender's security interest in such Collateral. Until otherwise notified by
Lender, Grantor may collect any of the Collateral consisting of accounts.
At any time and even though no Event of Default exists, Lender may
exercise its rights to collect the account and to notify account debtors
to make payments directly to Lender for application to the Indebtedness.
If Lender at any time has possession of any Collateral, whether before or
after an Event or Default, Lender shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral if
Lender takes such action for that purpose as Grantor shall request or as
Lender, in Lender's sole discretion, shall deem appropriate under the
circumstances, by failure to honor any request by Grantor shall not of
itself be deemed to be a failure to exercise reasonable care. Lender shall
not be required to take any steps necessary to preserve any rights in the
Collateral against prior parties, nor to protect, preserve or maintain any
security interest given to secure the Indebtedness.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Grantor fails
to comply with any provision of this Agreement or any Related Document,
including but not limited to Grantor's failure to discharge or pay when
due any amounts Grantor is required to discharge or pay under this
Agreement or any Related Document, Lender on Grantor's behalf may (but
shall not be obligated to) take any action that Lender deems appropriate,
including but not limited to discharging or paying all taxes, liens,
security interest, encumbrances and other claims, at any time levied or
placed on the Collateral and paying all costs for during, maintaining and
preserving the Collateral. All such expenditures incurred or paid by
Lender for such purposes will then bear interest at the rate charged under
the Note from the date incurred or paid by Lender to the date of repayment
by Grantor. All such expenses will a part of the Indebtedness and, at
Lender's option, will (A) be payable on demand; (B) be added to the
balance of the Note and be apportioned and be payable with any installment
payments to become due during either (1) the term of any applicable
insurance policy; or (2) the remaining term of the Note; or (C) be treated
as a balloon payment which will be due and payable at the Note's maturity.
The Agreement also will secure payment of these amounts. Such right shall
be in addition to all other rights and remedies to which Lender may be
entitled upon Default.

DEFAULT. Each of the following shall constitute an Event of Default under
this Agreement:

Payment Default. Grantor fails to make any payment when due under the
Indebtedness.

                        Exhibit 10.12 Page 14 of 29



<PAGE>



                       COMMERCIAL SECURITY AGREEMENT
                                 (Continued)                         Page 3
===========================================================================

  Other Defaults. Grantor fails to comply with or to perform any other
  term, obligation, covenant or condition contained in this Agreement
  or in any of the Related Documents or to comply with or to perform
  any term, obligation. Covenant or condition contained in any other
  agreement between Lender and Grantor.

  Default in Favor of Third Parties. Should Borrower or any Grantor
  default under any loan, extension of credit, security agreement,
  purchase or sales agreement, or any other agreement, in favor of any
  other creditor or person that may materially affect any of Grantor's
  property or Grantor's or any Grantor's ability to repay the
  Indebtedness or perform their respective obligations under this
  Agreement or any of the Related Documents.

  False Statements. Any warranty, representation or statement made or
  furnished to Lender by Grantor or on Grantor's behalf under this
  Agreement or the Related Documents is false or misleading in any
  material respect, either now or at the time made or furnished or
  becomes false or misleading at any time thereafter.

  Defective Collateralization. This Agreement or any of the Related
  Documents ceased to be in full force and effect (including failure
  of any collateral documents to create a valid and perfected security
  interest or lien) at any time and for any reason.

  Insolvency. The dissolution or termination of Grantor's existence as
  a going business, the insolvency of Grantor, the appointment of a
  receiver for any part of Grantor's property, any assignment  for the
  benefit of creditors, any type of creditor workout, or the
  commencement of any proceeding under any bankruptcy or insolvency
  laws by or against Grantor.

  Creditor or Forfeiture Proceeding. Commencement of foreclosure or
  forfeiture proceedings, whether by judicial proceeding, self help,
  repossession, or any other method, by any creditor of Grantor or by
  any governmental agency against any collateral securing the
  Indebtedness. This includes a garnishment on any of the Grantor's
  accounts, including deposit accounts, with Lender. However, this
  Event of Default shall not apply if there is a good faith dispute by
  Grantor as to the validity or reasonableness of the claim which is
  the basis of the creditor or forfeiture proceeding and if Grantor
  gives Lender written notice of the creditor or forfeiture proceeding
  and deposits with Lender monies or a surety bond for the creditor or
  forfeiture proceeding, in an amount determined by Lender, in its
  sole discretion, as being an adequate reserve or bond for the
  dispute.

  Events Affecting Guarantor. Any of the preceding events occurs with
  respect to any Guarantor of any of the Indebtedness or Guarantor
  dies or becomes incompetent or revokes or disputes the validity of,
  or liability under, any Guaranty of the Indebtedness.

  Adverse Change. A material adverse change occurs in Grantor's
  financial condition, or Lender believes the prospect of payment or
  performance of the Indebtedness.

  Insecurity.  Lender in good faith believes itself insecure.

  Cure Provisions. If any default, other than a default in payment is
  curable and if Grantor has not been given a notice of a breach of
  the same provision of this Agreement within the preceding twelve
  (12) months, it may be cured if Grantor, after receiving written
  notice from Lender demanding cure of such default: (1) cures the
  default within fifteen (15) days; or (2) if the cure requires more
  than fifteen (15) days, immediately initiates steps which Lender
  deems in Lender's sole discretion to be sufficient to cure the
  default and thereafter continues and completes all reasonable and
  necessary steps sufficient to produce compliance as soon as
  reasonably practical.

RIGHTS AND REMEDIES ON DEFAULT. If an Even of Default occurs under this
Agreement, at any time thereafter, Lender shall have all the rights of a
secured party under the Florida Uniform Commercial Code. In addition and
without limitation, Lender may exercise any one or more of the following
remedies:

  Accelerate Indebtedness. Lender may declare the entire Indebtedness,
  including any prepayment penalty which Grantor would be required to
  pay, immediately due and payable, without notice of any kind to
  Grantor.

  Assemble Collateral. Lender may require Grantor to Deliver to Lender
  all or any portion of the Collateral and any and all certificates of
  title and other documents relating to the Collateral. Lender may
  require Grantor to assemble the Collateral and make it available to
  Lender at a place to be designated by Lender. Lender also shall have
  full power to enter upon the property or Grantor to take possession
  of and remove the Collateral. If the Collateral contains other goods
  not covered by this Agreement at the time of repossession, Grantor
  agrees Lender may take such other goods, provided that Lender makes
  reasonable efforts to return them to Grantor after repossession.

  Sell the Collateral. Lender shall have full power to sell, lease,
  transfer, or otherwise deal with the Collateral or proceeds thereof
  in Lender's own name or that of the Grantor. Lender may sell the
  Collateral at public auction or private sale. Unless the Collateral
  threatens to decline speedily in value or is of a type customarily
  sold on a recognized market, Lender will give Grantor, and other
  persons as required by law, reasonable notice of the time and place
  of the public sale, or the time after which any private sale or any
  other disposition of the Collateral is to be made. However, no
  notice need be provided to any person who, after Event of Default
  occurs, enters into and authenticates an agreement waiving that
  person's right to notification of sale. The requirements of
  reasonable notice shall be met if such notice is given at least ten
  (10) days before the time of the sale or disposition. All expenses
  relation to the disposition of the Collateral, including without
  limitation the expenses of retaking, holding, insuring, preparing
  for sale and selling the Collateral, shall become a part of the
  Indebtedness secured by this Agreement and shall be payable on
  demand, with interest  at the Note rate from date of expenditure
  until repaid.

  Appoint Receiver. In the event of a suit being instituted to
  foreclose this Agreement, Lender shall be entitled to apply at any
  time pending such foreclosure suit to the court having jurisdiction
  thereof for the appointment of a receiver of any or all of the
  Collateral, and of all rents incomes, profits, issues and revenues
  thereof, from whatsoever source. The parties agree that the court
  shall forthwith appoint such receiver with the usual powers and
  duties of receivers in like cases. Such appointment shall be made by
  the court as a matter of strict right to Lender and without notice
  to Grantor, and without reference to the adequacy or inadequacy of
  the value of the Collateral, or to Grantor's solvency or any other
  party defendant to such suit. Grantor hereby specifically waives the
  right to object to the appointment of a receiver and agrees that
  such appointment shall be made as an admitted equity and as a matter
  of absolute right to Lender, and consents to the appointment of any
  officer or employee of Lender as receiver. Lender shall have the
  right to have a receiver appointed to take possession of all or any
  part of the Collateral, with the power to protect and preserve the
  Collateral, to operate the Collateral preceding foreclosure or sale,
  and to collect the Rents from the Collateral and apply the proceeds,
  over and above the cost of the receivership, against the
  Indebtedness. The receiver may serve without bond if permitted by
  law. Lender's right to the appointment of a receiver shall exist
  whether or not the apparent value of the Collateral exceeds the
  Indebtedness by substantial amount. Employment by Lender shall not
  disqualify a person from service as a receiver.

  Collect Revenues, Apply Accounts. Lender, either itself or through a
  receiver, may collect the payments, rents income, and revenues from
  the Collateral. Lender may at any time in Lender's discretion
  transfer any Collateral into Lender's own name or that of Lender's
  nominee and receive the payments, rents income, and revenues
  therefrom and hold the same as security for the Indebtedness or
  apply it to payment of the Indebtedness in such order of preference
  as Lender may determine. Insofar as the Collateral consists of
  accounts, general intangibles, insurance policies, instruments,
  chattel paper, chooses in action, or similar property, Lender may
  demand, collect, receipt for, settle, compromise, adjust, sue for,
  foreclose, or realize on the Collateral as Lender may determine,
  whether or not Indebtedness or Collateral is then due. For these
  purposes, Lender may, on behalf of and in the name of Grantor,
  receive, open and dispose of mail addressed to Grantor; change any
  address to which mail and payments are to be sent; and endorse
  notes, checks, drafts, money orders, documents of title, instruments
  and items pertaining to payment, shipment, or storage of any
  Collateral. To facilitate collection, Lender may notify account
  debtors and obligors on any Collateral to make payments directly to
  Lender.

  Obtain Deficiency. If Lender chooses to sell any or all of the
  Collateral, Lender may obtain a judgment against Grantor for any
  deficiency remaining on the Indebtedness due to Lender after
  application of all amount received from the exercise of the rights
  provided in this Agreement. Grantor shall be liable for a deficiency
  even if the transaction described in this subsection is a sale of
  accounts or chattel paper.

  Other Rights and Remedies. Lender shall have all the rights and
  remedies of a secured creditor under the provisions of the Uniformed
  Commercial Code, as may be amended from time to time. In addition,
  Lender shall have and may exercise ay or all other rights and
  remedies it may have available at law, in equity, or otherwise.

  Election of Remedies. Except as may be prohibited by applicable law,
  all of Lender's rights and remedies, whether evidenced by this
  Agreement, the Related Documents, or by any other writing, shall be
  cumulative and may be exercised singularly or concurrently. Election
  by Lender to pursue any remedy shall not exclude pursuit of any
  other remedy, and an election to make expenditures or to take action
  to perform an obligation of Grantor under this Agreement, after
  Grantor's failure to perform, shall not affect Lender's right to
  declare a default and exercise its remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a
part of this agreement:

  Amendments. This agreement, together with any Related Documents,
  constitutes the entire understanding and agreement of the parties as
  to the matters set forth in this Agreement. No alteration of or
  amendment to this Agreement shall be effective unless given in
  writing and signed by the party or parties sought to be charged or
  bound by the alteration or amendment.

  Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of
  Lenders costs and expenses, including Lender's reasonable attorneys'
  fees and Lenders legal expenses, incurred in connection with the
  enforcement of this Agreement. Lender may hire or pay

                        Exhibit 10.12 Page 15 of 29



<PAGE>



                        COMMERCIAL SECURITY AGREEMENT
                                 (Continued)                         Page 4
===========================================================================

  someone else to help enforce this Agreement, and Grantor shall pay
  the costs and expenses of such enforcement.  Costs and expenses
  include Lender's reasonable attorneys' fees and legal expenses
  whether or not there is a lawsuit, including reasonable attorneys'
  fees and legal expenses for bankruptcy proceedings (including
  efforts to modify or vacate any automatic stay or injunction),
  appeals, and any anticipated post-judgment collection services.
  Grantor also shall pay all court costs and such additional fees as
  may be directed by the court.

  Caption Headings.  Caption headings in this Agreement are for
  convenience purposes only and are not to be used to interpret or
  define the provisions of this Agreement.

  Governing Law.  This Agreement will be governed by, construed and
  enforced in accordance with federal law and the laws of the State of
  Florida.  This Agreement has been accepted by Lender in the State of
  Florida.

  Choice of Venue.  If there is a lawsuit, Grantor agrees upon
  Lender's request to submit to the jurisdiction of the courts of Palm
  Beach County, State of Florida.

  No Waiver by Lender.  Lender shall not be deemed to have waived any
  rights under this Agreement unless such waiver is given in writing
  and signed by Lender.  No delay or omission on the part of Lender in
  exercising any right shall operate as a waiver of such right or any
  other right.  A waiver by Lender of a provision of this Agreement
  shall not prejudice or constitute a waiver of Lender's right
  otherwise to demand strict compliance with that provision of this
  Agreement.  No prior waiver by Lender, nor any course of dealing
  between Lender and Grantor, shall constitute a waiver of any of
  Lender's rights or of any of Grantor's obligations as to any future
  transactions.  Whenever the consent of Lender is required under this
  Agreement, the granting of such consent by Lender in any instance
  shall not constitute continuing consent to subsequent instances
  where such consent is required and in all cases such consent may be
  granted or withheld in the sole discretion of Lender.

  Notices.  Any notice required to be given under this Agreement shall
  be given in writing, and shall be effective when actually delivered,
  when actually received by telefacsimile (unless otherwise required
  by law), when deposited with a nationally recognized overnight
  courier, or, if mailed, when deposited in the United States mail, as
  first class, certified or registered mail postage prepaid, directed
  to the addresses shown near the beginning of this Agreement.  Any
  party may change its address for notices under this Agreement by
  giving written notice to the other parties, specifying that the
  purpose of the notice is to change the party's address.  For notice
  purposes, Grantor agrees to keep Lender informed at all times of
  Grantor's current address.  Unless otherwise provided or required by
  law, if there is more than one Grantor, any notice given by Lender
  to any Grantor is deemed to be notice given to all Grantors.

  Power of Attorney.  Grantor hereby appoints Lender as Grantor's
  irrevocable attorney-in-fact for the purpose of executing any
  documents necessary to perfect, amend, or to continue the security
  interest granted in this Agreement or to demand termination of
  filings of other secured parties.  Lender may at any time, and
  without further authorization from Grantor, file a carbon,
  photographic or other reproduction of any financing statement or
  this Agreement for use as a financing statement.  Grantor will
  reimburse Lender for all expenses for the perfection and the
  continuation of the perfection of Lender's security interest in the
  Collateral.

  Severability.  If a court of competent jurisdiction finds any
  provision of this Agreement to be illegal, invalid, or unenforceable
  as to any other circumstance.  If feasible, the offending provision
  shall be considered modified so that it becomes legal, valid and
  enforceable.  If the offending provision cannot be so modified, it
  shall be considered deleted from this Agreement.  Unless otherwise
  required by law, the illegality, invalidity, or unenforceability of
  any provision of this Agreement shall not affect the legality,
  validity or enforceability of any other provision of this Agreement.

  Successors and Assigns.  Subject to any limitations stated in this
  Agreement on transfer of Grantor's interest, this Agreement shall be
  binding upon and inure to the benefit of the parties, their
  successors and assigns.  If ownership of the Collateral becomes
  vested in a person other than Grantor, Lender, without notice to
  Grantor, may deal with Grantor's successors with reference to this
  Agreement and the Indebtedness by way of forbearance or extension
  without releasing Grantor from the obligations of this Agreement or
  liability under the Indebtedness.

  Survival of Representations and Warranties.  All representations,
  warranties, and agreements made by Grantor in this Agreement shall
  survive the execution and delivery of this Agreement, shall be
  continuing in nature, and shall remain  in full force and effect
  until such time as Grantor's Indebtedness shall be paid in full.

  Time is of the Essence.  Time is of the essence in the performance
  of this Agreement.

DEFINITIONS.  The following capitalized words and terms shall have the
following meanings when used in this Agreement.  Unless specifically
stated to the contrary, all references to dollar amounts shall mean
amounts in lawful money of the United States of America.  Words and terms
stated in the singular shall include the plural, and the plural shall
include the singular, as the context may require.  Words and terms not
otherwise defined in this Agreement shall have the meanings attributed to
such terms in the Uniform Commercial Code:

  Agreement.  The word "Agreement" means this Commercial Security
  Agreement, as this Commercial Security Agreement may be amended or
  modified from time to time, together with all exhibits and schedules
  attached to this Commercial Security Agreement from time to time.

  Borrower.  The word "Borrower" means Petmed Express, Inc. and
  includes all co-signers and co-makers signing the Note.

  Collateral.  The word "Collateral" means all of Grantor's right,
  title and interest in and to all the Collateral as described in the
  Collateral Description section of this Agreement.

  Default.  The word "Default" means the Default set forth in this
  Agreement in the section titled "Default".

  Environmental Laws.  The words "Environmental Laws" mean any and all
  state, federal and local statutes, regulations and ordinances
  relating to the protection of human health or the environment,
  including without limitation the Comprehensive Environmental
  Response, Compensation, and Liability Act of 1980, as amended, 42
  U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments
  and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the
  Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et
  seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section
  6901, et seq., or other applicable state or federal laws, rules, or
  regulations adopted pursuant thereto.

  Event of Default.  The words "Event of Default" mean any of the
  events of default set forth in this Agreement in the default section
  of this Agreement.

  Grantor.  The word "Grantor" means Petmed Express, Inc.

  Guarantor.  The word "Guarantor" means any guarantor, surety, or
  accommodation party of any of the Indebtedness.

  Guaranty.  The word "Guaranty" means the guaranty from Guarantor to
  Lender, including without limitation a guaranty of all or part of
  the Note.

  Hazardous Substances.  The words "Hazardous Substances" mean
  materials that, because of their quantity, concentration or
  physical, chemical or infectious characteristics, nay cause or pose
  a present or potential hazard to human health or the environment
  when improperly used, treated, stored, disposed of, generated,
  manufactured, transported or otherwise handled.  The words
  "Hazardous Substances" are used in their very broadest sense and
  include without limitation any and all hazardous or toxic
  substances, materials or waste as defined by or listed under the
  Environmental Laws.  The term "Hazardous Substances" also includes,
  without limitation, petroleum and petroleum by-products or any
  fraction thereof and asbestos.

  Indebtedness.  The word "Indebtedness" means the indebtedness
  evidenced by the Note or Related Documents, including all principal
  and interest together with all other indebtedness and costs and
  expenses for which Grantor is responsible under this Agreement or
  under any of the Related Documents.

  Lender.  The word "Lender" means RBC CENTURA BANK, its successors
  and assigns.

  Note.  The word "Note" means the Note executed by Petmed Express,
  Inc. in the principal amount of $6,000,000.00 dated November 2,
  2004, together with all renewals of, extensions of, modifications
  of, refinancings of, consolidations of, and substitutions for the
  note or credit agreement.

  Property.  The word "Property" means all of Grantor's right, title
  and interest in and to all the Property as described in the
  "Collateral Description" section of this Agreement.

  Related Documents.  The words "Related Documents" mean all
  promissory notes, credit agreements, loan agreements, environmental
  agreements and documents, whether now or hereafter existing,
  executed in connection with the Indebtedness.

GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL
SECURITY AGREEMENT AND AGREES TO ITS TERMS.  THIS AGREEMENT IS DATED
NOVEMBER 2, 2004.

                        Exhibit 10.12 Page 16 of 29



<PAGE>



                        COMMERCIAL SECURITY AGREEMENT
                                 (Continued)                         Page 5
===========================================================================

     GRANTOR:

     PETMED EXPRESS, INC.

     By: /s/ Bruce S. Rosenbloom
        ---------------------------
        Bruce Rosenbloom, Treasurer of Petmed Express, Inc.



                        Exhibit 10.12 Page 17 of 29



<PAGE>



                             COMMERCIAL GUARANTY
===========================================================================

Borrower:    Petmed Express Inc.         Lender: RBC CENTURA BANK
             1441 SW 29th Ave                    Boca Raton, FL
             Pompano Beach, FL 30369             Lending Service Center (FL)
                                                 2801 PGA Blvd. Suite 280H
                                                 Palm Beach Gardens, FL 33410
Guarantor:   First Image Marketing, Inc.
             1441 SW 29th Ave
             Pompano Beach, FL 30369
===========================================================================


AMOUNT OF GUARANTY. The amount of this Guaranty is Unlimited.

CONTUNUE UNLIMITED GUARANTY. For good and valuable consideration, First
Image Marketing, Inc. ("Guarantor") absolutely and unconditionally
guarantees and promises to pay to RBC CENTURA BANK ("Lender") or  its
order, in legal tender of the United States of America, the indebtedness
(as that term is defined below) of Petmed Express, Inc. ("Borrower") to
Lender on the terms and conditions set forth in this guaranty. Under this
Guaranty, the liability of Guarantor is unlimited and the obligations of
Guarantor are continuing.


INDEBTEDNESS GUARANTEED.  The Indebtedness guaranteed by this Guaranty
includes any and all of Borrower's indebtedness to Lender and is used in
the most comprehensive sense and means and includes any and all of the
Borrower's liabilities, obligations and debts to Lender, now existing or
hereinafter incurred or created, including, without limitation, all loans,
advances, interest, costs, debts, overdraft indebtedness, credit card
indebtedness, lease obligations, and liabilities of Borrower, or any of
them, and any present or future judgments against Borrower, or any of
them; and whether any such Indebtedness is voluntarily or involuntarily
incurred, due or not due, absolute or contingent, liquidated or
unliquidated, determined or undetermined; whether Borrower may be liable
individually or jointly with others, or primarily or secondarily, or as
guarantor or surety; whether recovery on the Indebtedness may be or may
become barred or unenforceable against Borrower for any reason whatsoever;
and whether the indebtedness arise from transactions which may be voidable
on account of infancy, insanity, ultra vires, or other wise.

DURATION OF GUARANTY. This Guaranty will take effect when received by
Lender without the necessity of nay acceptance by Lender, or any notice to
Guarantor or to Borrower, and will continue in full force until all
Indebtedness incurred or contracted before receipt by Lender of any notice
of revocation shall have been fully and finally paid and satisfied and all
Guarantor's other obligations under this Guaranty shall have been
performed in full. If Guarantor elects to revoke this Guaranty, Guarantor
may only do so in writing, Guarantor's written notice of revocation must
be mailed to Lender, by certified mail, at Lender's address listed above
or such other place as Lender may designate in writing. Written revocation
of this Guaranty will apply only advances or new Indebtedness created
after actual receipt by Lender of Guarantor's written revocation. For this
purpose and without limitation, the term "new Indebtedness" does not
include Indebtedness which at the time of notice of revocation is
contingent, unliquidated, undetermined or not due and which later becomes
absolute, liquidated, determined or due. This Guaranty will continue to
bind Guarantor for all Indebtedness incurred by Borrower or committed by
Lender prior to receipt of Guarantor's written notice of revocation,
including any extensions, renewals, substitutions or modifications of the
Indebtedness. All renewals, extensions, substitutions, and modifications
of the Indebtedness granted after Guarantor's revocation, are contemplated
under this Guaranty and, specifically will not be considered to be new
Indebtedness. This Guaranty shall bind Guarantor's estate as to
Indebtedness created both before and after Guarantor's death or
incapacity, regardless of Lender's actual notice of Guarantor's death.
Subject to the foregoing, Guarantor's executor or administrator or other
legal representative may terminate this Guaranty in the same manner in
which Guarantor mind have terminated it and with the same effect. Release
of any other guarantor or termination of any other guaranty of the
Indebtedness shall not affect the liability of the Guarantors under this
Guaranty. It is anticipated that fluctuations may occur in the aggregate
amount of Indebtedness covered by this Guaranty, and Guarantor
specifically acknowledges and agrees that reductions in the amount of
Indebtedness, eve to zero dollars ($0.00), prior to Guarantor's written
revocation of this Guaranty shall not constitute a termination of this
Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs,
successors and assigns so long as any of the guaranteed Indebtedness
remains unpaid and even though the Indebtedness guaranteed may from time
to time be zero dollars ($0.00).

GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either
before or after any revocation hereof, without notice or demand and
without lessening Guarantor's liability under this Guaranty from time to
time. (A) Prior to revocation as set forth above, to make one or more
additional secure or unsecured loans to Borrower, to lease equipment or
other goods to Borrowers, or otherwise to extend additional credit to
Borrower; (B) to alter, compromise, renew, extend, accelerate, or other
wise change one or more times the time for payment or other terms of the
Indebtedness or any part of the Indebtedness, including increases and
decreases of the rate interest on the Indebtedness; extensions may be
repeated and may be for longer than the original loan term; (C) to take
and hold security for the payment of this Guaranty or the Indebtedness,
and exchange, enforce, waive, subordinate, fail or decide not to perfect,
and release any such security, with or without the substitution of new
collateral; (D) to release, substitute, agree not to sue, or deal with any
one or more of Borrower's sureties, endorsers, or other guarantors on any
terms or in any manner Lender may choose; (E) to determine how, when and
what application of payments and credits shall be made on the Indebtedness
(F) to apply such security and direct the order or manner of sale thereof,
including without limitation, any nonjudicial sale permitted by the terms
of the controlling security agreement or deed of trust, as Lender in its
discretion may determine; (G) to sell, transfer, assign or grant
participations in all or any part of the indebtedness; and (H) to assign
or transfer this Guaranty in whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and
warrants to Lender that (A) no representations or agreements of any kind
have been made to Guarantor which would limit or qualify in any way the
terms of this Guaranty; (B) This Guaranty is executed at Borrower's
request and not at the request of Lender; (C) Guarantor has full power,
right and authority to enter into this Guaranty; (D) the provisions of
this Guaranty do not conflict with or result in a default under any
agreement or other instrument binding upon Guarantor and do not result in
a violation of any law, regulation, court decree or other applicable to
Guarantor; (E) Guarantor has not and will not, without the prior written
consent of lender, sell lease, assign, encumber, hypothecate, transfer or
otherwise dispose of all or substantially all Guarantor's assets, or any
interest therein; (F) upon Lender's request, Guarantor will provide to
Lender financial and credit information in form acceptable to Lender, and
all such financial information which currently has been and all future
financial information which will be provided to Lender is and will be true
and correct in all material respects and fairly present Guarantor's
financial condition as of the dates the financial information is provided;
(G) no material adverse change has occurred in Guarantor's financial
condition since the date of the most recent financial statements provided
to Lender and no event has occurred which may materially adversely affect
Guarantor's financial condition; (H) no litigation, claim investigation,
administrative proceeding or similar action (including those for unpaid
taxes) against Guarantor is pending or threatened; (I) Lender has made no
representation to Guarantor as to the creditworthiness of Borrower; and
(J) Guarantor has established adequate means of obtaining from Borrower on
a continued basis information regarding borrower's financial condition.
Guarantor agrees to keep adequately informed from such means of any facts,
events or circumstances which might in any way affect Guarantor's risks
under this Guaranty, and Guarantor further agrees that, absent a request
for information, Lender shall have no obligation to disclose to Guarantor
any information or documents acquired by Lender in the course of its
relationship with Borrower.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor
waives any right to require Lender (A) to continue lending money or extend
other credit to Borrower; (B) to make any presentment, protest, demand, or
notice of any kind, including notice of any nonpayment of the Indebtedness
or of any nonpayment related to any collateral, or notice of any action or
nonaction on the part of Borrower, Lender, any surety, endorser, or other
guarantor in connection with the Indebtedness or in connection or in
connection with the creation of new or additional loans or obligations;
(C) to resort for payment or to proceed directly or at once against any
person, including Borrower or any other guarantor; (D) to proceed directly
against or exhaust any collateral held by Lender from Borrower, any other
guarantor, or any other person; (E) to pursue any other remedy within
Lender's power; (F) to commit any act or omission of any kind or at any
time, with respect to any matter whatsoever.

Guarantor also waives any and all rights or defenses arising by reason of
(A)any "one action" or "anti-deficiency" law or any other law which may
prevent Lender form binging any action, including a claim for deficiency,
against Guarantor before or after Lender's commencement or completion of
any foreclosure action, either judicially or by exercise of a power of
sale; (B) any election of remedies by Lender which destroys otherwise
adversely affects Guarantor's subrogation rights or Guarantor's rights to
proceed against Borrower for reimbursement, including without limitation,
any loss of rights Guarantor may suffer by reason of any law limiting,
qualifying, or discharging the Indebtedness; (C) any disability or other
defense of Borrower, of any other guarantor, or of any other person or by
reason of cessation of Borrower's liability from any cause whatsoever,
other than payment in full in legal tender, of the Indebtedness; (D) any
right to claim discharge of the Indebtedness on the basis of unjustified
impairment of any collateral for the Indebtedness; (E) Any statute of
limitations, if at any time any action or suit brought by Lender against
Guarantor is commenced, there is outstanding Indebtedness  of Borrower to
Lender which is not barred by any applicable statute of limitations; or
(F) any defenses given to guarantors at law or any equity other than
actual payment and performance of the Indebtedness. If payment is made by
Borrower, whether voluntarily or otherwise, or by any third party, on the
Indebtedness and thereafter Lender is forced to remit the amount of that
payment to Borrower's trustee in bankruptcy or to any similar person under
any federal or state bankruptcy law or law for the relief of debtors, the
Indebtedness shall be considered unpaid for the purpose of the enforcement
of the Guaranty.

Guarantor further waives and agrees not to assert or claim at nay time any
deductions to the mount guaranteed under this Guaranty for any claim of
setoff, counterclaim, counter demand, recoupment or similar right, whether
such claim, demand or right may be asserted by the

                        Exhibit 10.12 Page 18 of 29



<PAGE>



                            COMMERCIAL GUARANTY
                                (Continued)                          Page 2
===========================================================================

Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and
agrees that each of the waivers set forth above is made with Guarantor's
full knowledge of its significance and consequences and that, under
circumstance, the waivers are reasonable and not contrary to public policy
or law. If any such waiver is determined to be contrary to any applicable
law or public policy, such waiver shall be effective only to the extent
permitted by law or public policy.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter
created, shall be superior to any claim that Guarantor may now have or
hereafter acquire against Borrower, whether or not Borrower becomes
insolvent. Guarantor hereby expressly subordinates any claim Guarantor may
have against Borrower, upon any account whatsoever, to any claim that
Lender may now or hereafter have against Borrower. In the event of
insolvency and consequent liquidation of the assets of Borrower, through
bankruptcy, by assignment for the benefit of creditors, by voluntary
liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender
and shall be fist applied by Lender to the Indebtedness of Borrower to
Lender. Guarantor does hereby assign to Lender all claims which it may
have or acquire against Borrower or against any assignee or trustee in
bankruptcy or Borrower; provided however, that such assignment shall be
effective only for the purpose of assuring to Lender full payment in legal
tender of the Indebtedness. If Lender so requests, any notes or credit
agreements now or hereafter evidencing any debts or obligations of
Borrower to Guarantor shall be marked with a legend that the same are
subject to this Guaranty and shall be delivered to Lender. Guarantor
agrees, and Lender is hereby authorized, in the name of Guarantor, form
time to time to file financing statements and continuation statements and
to execute documents and to take such other actions as Lender deems
necessary or appropriate to perfect, preserve and enforce its rights under
this Guaranty.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a
part of this Guaranty:

  Amendments. This Guaranty, together with any Related Documents,
  constitutes the entire understanding and agreement of the parties as
  to the matters set forth in this Guaranty. No alterations of or
  amendment to this Guaranty shall be effective unless given in
  writing signed by the parties sought to be charged or bound by the
  alteration or amendment.

  Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand the
  all of Lenders costs and expenses, including Lender's reasonable
  attorneys' fees and Lender's legal expenses, incurred in connection
  with the enforcement of this Guaranty. Lender may hire or pay
  someone else to help enforce this Guaranty, and Guarantor shall pay
  the costs and expenses of such enforcement. Costs and expenses
  include Lender's reasonable attorney's fees and legal expenses
  whether or not there is a lawsuit, including reasonable attorneys'
  fees and legal expenses for bankruptcy proceedings (including
  efforts to modify or vacate any automatic stay or injunction).
  Appeals and any anticipated post-judgment collection services.
  Guarantor also shall pay all court costs and such add ional fees as
  may be directed by the court.

  Caption Headings. Caption headings in this Guaranty are for
  convenience purposes only and are not to be used to interpret or
  define the provisions of this Guaranty.

  Governing Law. This Guaranty will be governed by, construed and
  enforced in accordance with federal law and the laws of the state of
  Florida. This Guaranty has been accepted by Lender in the State of
  Florida.

  Choice of Venue. If there is a lawsuit, Guarantor agrees upon
  Lender's request to submit to the jurisdiction of the courts of Palm
  Beach County, State of Florida.

  Integration. Guarantor further agrees that Guarantor has read and
  fully understands the terms of this Guaranty; Guarantor has had the
  opportunity to be advised by Guarantor's attorney with respect to
  this Guaranty; the Guaranty fully reflects Guarantor's intentions
  and parol evidence is not required to interpret the terms of this
  Guaranty. Guarantor hereby indemnifies and holds Lender harmless
  from all losses, claims, damages, and costs (including Lender's
  attorneys' fees) suffered or incurred by Lender as a result of any
  breach by Guarantor of the warranties, representations and
  agreements of this paragraphs.

  Interpretation. In all cases where there is more than one Borrower
  or Guarantor, then all words used in this Guaranty in the singular
  shall be deemed to have been used in the plural where the context
  and construction so require; and where there is more than one
  Borrower named in this Guaranty or when this Guaranty is executed by
  more than one Guarantor, the words "Borrower" and "Guarantor"
  respectively shall mean all and nay one or more of them. The words
  "Guarantor,"  "Borrower," and "Lender" include the heirs,
  successors, assigns, and transferees of each of them. If a court
  finds that any provision of this Guaranty is not valid or should not
  be enforced, that fact by itself will not mean that the rest of the
  Guaranty will not be valid or enforced. Therefore, a court will
  enforce the rest of the provisions of this Guaranty even if a
  provision of this Guaranty may be found to be invalid or
  unenforceable. If any one or more of Borrower or Guarantor are
  corporations, partnerships, limited liability companies, or similar
  entities, it is not necessary for Lender to inquire into the powers
  of Borrower or Guarantor or of the officers, directors, partners,
  managers, or other agents acting or purporting to act on their
  behalf, and any indebtedness made or created reliance upo9n the
  professed exercise of such powers shall be guaranteed under this
  Guaranty.

  Notices. Any notice required to be given under this Guaranty shall
  be given in writing , and, except for revocation notices by
  Guarantor, shall be effective when actually delivered, when actually
  received by telefacsimile (unless otherwise required by law), when
  deposited with a nationally recognized overnight courier, or, if
  mailed, when deposited in the United States mail, as first class,
  certified or registered mail postage prepaid, directed to the
  addresses shown near the beginning of this Guaranty. All revocation
  notices by Guarantor shall be in writing and shall be effective upon
  delivery to Lender as provided in the section of this Guaranty
  entitled "DURATION OF GUARANTY." Any party may change its address
  for notices under this Guaranty by giving written notice to the
  other parties, specifying that the purpose of the notice is to
  change the party's address. For notice purposes, Guarantor agrees to
  keep Lender informed at all times of Guarantor's current address.
  Unless otherwise provided or required by law, if there is more than
  one Guarantor, any notice given by Lender to any Guarantor is deemed
  to be notice given to all Guarantors.

  No waiver by Lender. Lender shall not be deemed to have waived any
  rights under this Guaranty unless such waiver is given in writing
  and signed by Lender. No delay or omission on the part of Lender in
  exercising any right shall operate as a waiver of such right or any
  other right. A waiver by Lender of a provision of this Guaranty
  shall not prejudice or constitute a waiver of Lender's right
  otherwise to demand strict compliance with that provision or any
  other provision of this Guaranty. No prior waiver by Lender, nor any
  course of dealing between Lender and Guarantor, shall constitute a
  waiver of any of Lender's rights or of any of Guarantor's
  obligations as to any future transactions. Whenever the consent of
  Lender is required under this Guaranty, the granting of such consent
  by Lender is required under this Guaranty, the granting of such
  consent by Lender in any instance shall not constitute continuing
  consent to subsequent instances where such consent is required and
  in all cases such consent may be granted or withheld in the sole
  discretion of Lender.

  Successors and Assigns. Subject to any limitations stated in this
  Guaranty on transfer of Guarantor's interest, this Guaranty shall be
  binding upon and inure to the benefit of the parties, their
  successors and assigns.

DEFINITIONS. The following capitalized words and terms shall have the
following meanings when used in this Guaranty. Unless specifically stated
to the contrary, all references to dollar amounts shall mean amounts in
lawful money of the United States of America. Words and terms are used in
the singular shall include the plural, and the plural shall include the
singular, as the context may require. Words and terms not otherwise defied
in this Guaranty shall have the meaning attributed to such terms in the
Uniformed Commercial Code:

  Borrower. The word "Borrower" means Petmed Express, Inc. and
  includes all co-signers and co-makers signing the Note.

  Guarantor. The word "Guarantor" means each and every person or
  entity signing this Guaranty, including without limitation First
  Image Marketing, Inc.

  Guaranty. The word "Guaranty" means the guaranty from Guarantor to
  Lender, including without limitation a guaranty of all or party of
  the Note.

  Indebtedness. The word "Indebtedness" means Borrower's indebtedness
  to Lender as more particularly described in this Guaranty.

  Lender. The word "Lender" means RBC CENTURA BANK, its successors and
  assigns.

  Note. The word "Note" means and includes without limitation all of
  Borrower's promissory notes and/or credit agreements evidencing
  Borrower's loan obligations in favor of Lender, together with all
  renewals of, extensions of, modifications of, refinancings of,
  consolidations of and substitutions for promissory notes or credit
  agreements.

  Related Documents. The words "Related Documents" mean all promissory
  notes, credit agreements, environmental agreements, guaranties,
  security agreements, mortgages, deeds of trust, security deeds,
  collateral mortgages, and all other instruments, agreements and
  documents, whether now or hereafter existing, executed in connection
  with the Indebtedness.

                        Exhibit 10.12 Page 19 of 29



<PAGE>



                            COMMERCIAL GUARANTY
                               (Continued)                           Page 3
===========================================================================

SUCH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF
THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR
UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND
DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE
UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION
OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS
GUARANTY EFFECTIVE. THIS GUARANTY IS DATED NOVEMBER 2, 2004.

GUARANTOR:

FIRST IMAGE MARKETING, INC.

By: /s/ Marc Puleo
    -------------------
    Marc Puleo, Director of First Image Marketing, Inc.
===========================================================================



                        Exhibit 10.12 Page 20 of 29



<PAGE>



                              COMMERCIAL GUARANTY
===========================================================================

Borrower:   Petmed Express Inc.        Lender: RBC CENTURA BANK
            1441 SW 29th Ave                   Boca Raton, FL
            Pompano Beach, FL 30369            Lending Service Center (FL)
                                               2801 PGA Blvd. Suite 280H
                                               Palm Beach Gardens, FL 33410

Guarantor:  Southeastern Veterinary Exports, Inc.
            1441 SW 29th Ave
            Pompano Beach, FL 30369
===========================================================================

AMOUNT OF GUARANTY. The amount of this Guaranty is Unlimited.

CONTUNUE UNLIMITED GUARANTY. For good and valuable consideration,
Southeastern Veterinary Exports, Inc. ("Guarantor") absolutely and
unconditionally guarantees and promises to pay to RBC CENTURA BANK
("Lender") or  its order, in legal tender of the United States of America,
the indebtedness (as that term is defined below) of Petmed Express, Inc.
("Borrower") to Lender on the terms and conditions set forth in this
guaranty. Under this Guaranty, the liability of Guarantor is unlimited and
the obligations of Guarantor are continuing.

INDEBTEDNESS GUARANTEED.  The Indebtedness guaranteed by this Guaranty
includes any and all of Borrower's indebtedness to Lender and is used in
the most comprehensive sense and means and includes any and all of the
Borrower's liabilities, obligations and debts to Lender, now existing or
hereinafter incurred or created, including, without limitation, all loans,
advances, interest, costs, debts, overdraft indebtedness, credit card
indebtedness, lease obligations, and liabilities of Borrower, or any of
them, and any present or future judgments against Borrower, or any of
them; and whether any such Indebtedness is voluntarily or involuntarily
incurred, due or not due, absolute or contingent, liquidated or
unliquidated, determined or undetermined; whether Borrower may be liable
individually or jointly with others, or primarily or secondarily, or as
guarantor or surety; whether recovery on the Indebtedness may be or may
become barred or unenforceable against Borrower for any reason whatsoever;
and whether the indebtedness arise from transactions which may be voidable
on account of infancy, insanity, ultra vires, or other wise.

DURATION OF GUARANTY. This Guaranty will take effect when received by
Lender without the necessity of nay acceptance by Lender, or any notice to
Guarantor or to Borrower, and will continue in full force until all
Indebtedness incurred or contracted before receipt by Lender of any notice
of revocation shall have been fully and finally paid and satisfied and all
Guarantor's other obligations under this Guaranty shall have been
performed in full. If Guarantor elects to revoke this Guaranty, Guarantor
may only do so in writing, Guarantor's written notice of revocation must
be mailed to Lender, by certified mail, at Lender's address listed above
or such other place as Lender may designate in writing. Written revocation
of this Guaranty will apply only advances or new Indebtedness created
after actual receipt by Lender of Guarantor's written revocation. For this
purpose and without limitation, the term "new Indebtedness" does not
include Indebtedness which at the time of notice of revocation is
contingent, unliquidated, undetermined or not due and which later becomes
absolute, liquidated, determined or due. This Guaranty will continue to
bind Guarantor for all Indebtedness incurred by Borrower or committed by
Lender prior to receipt of Guarantor's written notice of revocation,
including any extensions, renewals, substitutions or modifications of the
Indebtedness. All renewals, extensions, substitutions, and modifications
of the Indebtedness granted after Guarantor's revocation, are contemplated
under this Guaranty and, specifically will not be considered to be new
Indebtedness. This Guaranty shall bind Guarantor's estate as to
Indebtedness created both before and after Guarantor's death or
incapacity, regardless of Lender's actual notice of Guarantor's death.
Subject to the foregoing, Guarantor's executor or administrator or other
legal representative may terminate this Guaranty in the same manner in
which Guarantor mind have terminated it and with the same effect. Release
of any other guarantor or termination of any other guaranty of the
Indebtedness shall not affect the liability of the Guarantors under this
Guaranty. It is anticipated that fluctuations may occur in the aggregate
amount of Indebtedness covered by this Guaranty, and Guarantor
specifically acknowledges and agrees that reductions in the amount of
Indebtedness, eve to zero dollars ($0.00), prior to Guarantor's written
revocation of this Guaranty shall not constitute a termination of this
Guaranty. This Guaranty is binding upon Guarantor and Guarantor's heirs,
successors and assigns so long as any of the guaranteed Indebtedness
remains unpaid and even though the Indebtedness guaranteed may from time
to time be zero dollars ($0.00).

GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either
before or after any revocation hereof, without notice or demand and
without lessening Guarantor's liability under this Guaranty from time to
time. (A) Prior to revocation as set forth above, to make one or more
additional secure or unsecured loans to Borrower, to lease equipment or
other goods to Borrowers, or otherwise to extend additional credit to
Borrower; (B) to alter, compromise, renew, extend, accelerate, or other
wise change one or more times the time for payment or other terms of the
Indebtedness or any part of the Indebtedness, including increases and
decreases of the rate interest on the Indebtedness; extensions may be
repeated and may be for longer than the original loan term; (C) to take
and hold security for the payment of this Guaranty or the Indebtedness,
and exchange, enforce, waive, subordinate, fail or decide not to perfect,
and release any such security, with or without the substitution of new
collateral; (D) to release, substitute, agree not to sue, or deal with any
one or more of Borrower's sureties, endorsers, or other guarantors on any
terms or in any manner Lender may choose; (E) to determine how, when and
what application of payments and credits shall be made on the Indebtedness
(F) to apply such security and direct the order or manner of sale thereof,
including without limitation, any nonjudicial sale permitted by the terms
of the controlling security agreement or deed of trust, as Lender in its
discretion may determine; (G) to sell, transfer, assign or grant
participations in all or any part of the indebtedness; and (H) to assign
or transfer this Guaranty in whole or in part.

GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and
warrants to Lender that (A) no representations or agreements of any kind
have been made to Guarantor which would limit or qualify in any way the
terms of this Guaranty; (B) This Guaranty is executed at Borrower's
request and not at the request of Lender; (C) Guarantor has full power,
right and authority to enter into this Guaranty; (D) the provisions of
this Guaranty do not conflict with or result in a default under any
agreement or other instrument binding upon Guarantor and do not result in
a violation of any law, regulation, court decree or other applicable to
Guarantor; (E) Guarantor has not and will not, without the prior written
consent of lender, sell lease, assign, encumber, hypothecate, transfer or
otherwise dispose of all or substantially all Guarantor's assets, or any
interest therein; (F) upon Lender's request, Guarantor will provide to
Lender financial and credit information in form acceptable to Lender, and
all such financial information which currently has been and all future
financial information which will be provided to Lender is and will be true
and correct in all material respects and fairly present Guarantor's
financial condition as of the dates the financial information is provided;
(G) no material adverse change has occurred in Guarantor's financial
condition since the date of the most recent financial statements provided
to Lender and no event has occurred which may materially adversely affect
Guarantor's financial condition; (H) no litigation, claim investigation,
administrative proceeding or similar action (including those for unpaid
taxes) against Guarantor is pending or threatened; (I) Lender has made no
representation to Guarantor as to the creditworthiness of Borrower; and
(J) Guarantor has established adequate means of obtaining from Borrower on
a continued basis information regarding borrower's financial condition.
Guarantor agrees to keep adequately informed from such means of any facts,
events or circumstances which might in any way affect Guarantor's risks
under this Guaranty, and Guarantor further agrees that, absent a request
for information, Lender shall have no obligation to disclose to Guarantor
any information or documents acquired by Lender in the course of its
relationship with Borrower.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor
waives any right to require Lender (A) to continue lending money or extend
other credit to Borrower; (B) to make any presentment, protest, demand, or
notice of any kind, including notice of any nonpayment of the Indebtedness
or of any nonpayment related to any collateral, or notice of any action or
nonaction on the part of Borrower, Lender, any surety, endorser, or other
guarantor in connection with the Indebtedness or in connection or in
connection with the creation of new or additional loans or obligations;
(C) to resort for payment or to proceed directly or at once against any
person, including Borrower or any other guarantor; (D) to proceed directly
against or exhaust any collateral held by Lender from Borrower, any other
guarantor, or any other person; (E) to pursue any other remedy within
Lender's power; (F) to commit any act or omission of any kind or at any
time, with respect to any matter whatsoever.

Guarantor also waives any and all rights or defenses arising by reason of
(A)any "one action" or "anti-deficiency" law or any other law which may
prevent Lender form binging any action, including a claim for deficiency,
against Guarantor before or after Lender's commencement or completion of
any foreclosure action, either judicially or by exercise of a power of
sale; (B) any election of remedies by Lender which destroys otherwise
adversely affects Guarantor's subrogation rights or Guarantor's rights to
proceed against Borrower for reimbursement, including without limitation,
any loss of rights Guarantor may suffer by reason of any law limiting,
qualifying, or discharging the Indebtedness; (C) any disability or other
defense of Borrower, of any other guarantor, or of any other person or by
reason of cessation of Borrower's liability from any cause whatsoever,
other than payment in full in legal tender, of the Indebtedness; (D) any
right to claim discharge of the Indebtedness on the basis of unjustified
impairment of any collateral for the Indebtedness; (E) Any statute of
limitations, if at any time any action or suit brought by Lender against
Guarantor is commenced, there is outstanding Indebtedness  of Borrower to
Lender which is not barred by any applicable statute of limitations; or
(F) any defenses given to guarantors at law or any equity other than
actual payment and performance of the Indebtedness. If payment is made by
Borrower, whether voluntarily or otherwise, or by any third party, on the
Indebtedness and thereafter Lender is forced to remit the amount of that
payment to Borrower's trustee in bankruptcy or to any similar person under
any federal or state bankruptcy law or law for the relief of debtors, the
Indebtedness shall be considered unpaid for the purpose of the enforcement
of the Guaranty.

Guarantor further waives and agrees not to assert or claim at nay time any
deductions to the mount guaranteed under this Guaranty for any claim of
setoff, counterclaim, counter demand, recoupment or similar tight, whether
such claim, demand or right may be asserted by the

                        Exhibit 10.12 Page 21 of 29



<PAGE>



                             COMMERCIAL GUARANTY
                                  (Continued)                        Page 2
===========================================================================

Borrower, the Guarantor, or both.

GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and
agrees that each of the waivers set forth above is made with Guarantor's
full knowledge of its significance and consequences and that, under
circumstance, the waivers are reasonable and not contrary to public policy
or law. If any such waiver is determined to be contrary to any applicable
law or public policy, such waiver shall be effective only to the extent
permitted by law or public policy.

SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the
Indebtedness of Borrower to Lender, whether now existing or hereafter
created, shall be superior to any claim that Guarantor may now have or
hereafter acquire against Borrower, whether or not Borrower becomes
insolvent. Guarantor hereby expressly subordinates any claim Guarantor may
have against Borrower, upon any account whatsoever, to any claim that
Lender may now or hereafter have against Borrower. In the event of
insolvency and consequent liquidation of the assets of Borrower, through
bankruptcy, by assignment for the benefit of creditors, by voluntary
liquidation, or otherwise, the assets of Borrower applicable to the
payment of the claims of both Lender and Guarantor shall be paid to Lender
and shall be fist applied by Lender to the Indebtedness of Borrower to
Lender. Guarantor does hereby assign to Lender all claims which it may
have or acquire against Borrower or against any assignee or trustee in
bankruptcy or Borrower; provided however, that such assignment shall be
effective only for the purpose of assuring to Lender full payment in legal
tender of the Indebtedness. If Lender so requests, any notes or credit
agreements now or hereafter evidencing any debts or obligations of
Borrower to Guarantor shall be marked with a legend that the same are
subject to this Guaranty and shall be delivered to Lender. Guarantor
agrees, and Lender is hereby authorized, in the name of Guarantor, form
time to time to file financing statements and continuation statements and
to execute documents and to take such other actions as Lender deems
necessary or appropriate to perfect, preserve and enforce its rights under
this Guaranty.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a
part of this Guaranty:

  Amendments. This Guaranty, together with any Related Documents,
  constitutes the entire understanding and agreement of the parties as
  to the matters set forth in this Guaranty. No alterations of or
  amendment to this Guaranty shall be effective unless given in
  writing signed by the parties sought to be charged or bound by the
  alteration or amendment.

  Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand the
  all of Lenders costs and expenses, including Lender's reasonable
  attorneys' fees and Lender's legal expenses, incurred in connection
  with the enforcement of this Guaranty. Lender may hire or pay
  someone else to help enforce this Guaranty, and Guarantor shall pay
  the costs and expenses of such enforcement. Costs and expenses
  include Lender's reasonable attorney's fees and legal expenses
  whether or not there is a lawsuit, including reasonable attorneys'
  fees and legal expenses for bankruptcy proceedings (including
  efforts to modify or vacate any automatic stay or injunction).
  Appeals and any anticipated post-judgment collection services.
  Guarantor also shall pay all court costs and such add ional fees as
  may be directed by the court.

  Caption Headings. Caption headings in this Guaranty are for
  convenience purposes only and are not to be used to interpret or
  define the provisions of this Guaranty.

  Governing Law. This Guaranty will be governed by, construed and
  enforced in accordance with federal law and the laws of the state of
  Florida. This Guaranty has been accepted by Lender in the State of
  Florida.

  Choice of Venue. If there is a lawsuit, Guarantor agrees upon
  Lender's request to submit to the jurisdiction of the courts of Palm
  Beach County, State of Florida.

  Integration. Guarantor further agrees that Guarantor has read and
  fully understands the terms of this Guaranty; Guarantor has had the
  opportunity to be advised by Guarantor's attorney with respect to
  this Guaranty; the Guaranty fully reflects Guarantor's intentions
  and parol evidence is not required to interpret the terms of this
  Guaranty. Guarantor hereby indemnifies and holds Lender harmless
  from all losses, claims, damages, and costs (including Lender's
  attorneys' fees) suffered or incurred by Lender as a result of any
  breach by Guarantor of the warranties, representations and
  agreements of this paragraphs.

  Interpretation. In all cases where there is more than one Borrower
  or Guarantor, then all words used in this Guaranty in the singular
  shall be deemed to have been used in the plural where the context
  and construction so require; and where there is more than one
  Borrower named in this Guaranty or when this Guaranty is executed by
  more than one Guarantor, the words "Borrower" and "Guarantor"
  respectively shall mean all and nay one or more of them. The words
  "Guarantor,"  "Borrower," and "Lender" include the heirs,
  successors, assigns, and transferees of each of them. If a court
  finds that any provision of this Guaranty is not valid or should not
  be enforced, that fact by itself will not mean that the rest of the
  Guaranty will not be valid or enforced. Therefore, a court will
  enforce the rest of the provisions of this Guaranty even if a
  provision of this Guaranty may be found to be invalid or
  unenforceable. If any one or more of Borrower or Guarantor are
  corporations, partnerships, limited liability companies, or similar
  entities, it is not necessary for Lender to inquire into the powers
  of Borrower or Guarantor or of the officers, directors, partners,
  managers, or other agents acting or purporting to act on their
  behalf, and any indebtedness made or created reliance upo9n the
  professed exercise of such powers shall be guaranteed under this
  Guaranty.

  Notices. Any notice required to be given under this Guaranty shall
  be given in writing , and, except for revocation notices by
  Guarantor, shall be effective when actually delivered, when actually
  received by telefacsimile (unless otherwise required by law), when
  deposited with a nationally recognized overnight courier, or, if
  mailed, when deposited in the United States mail, as first class,
  certified or registered mail postage prepaid, directed to the
  addresses shown near the beginning of this Guaranty. All revocation
  notices by Guarantor shall be in writing and shall be effective upon
  delivery to Lender as provided in the section of this Guaranty
  entitled "DURATION OF GUARANTY." Any party may change its address
  for notices under this Guaranty by giving written notice to the
  other parties, specifying that the purpose of the notice is to
  change the party's address. For notice purposes, Guarantor agrees to
  keep Lender informed at all times of Guarantor's current address.
  Unless otherwise provided or required by law, if there is more than
  one Guarantor, any notice given by Lender to any Guarantor is deemed
  to be notice given to all Guarantors.

  No waiver by Lender. Lender shall not be deemed to have waived any
  rights under this Guaranty unless such waiver is given in writing
  and signed by Lender. No delay or omission on the part of Lender in
  exercising any right shall operate as a waiver of such right or any
  other right. A waiver by Lender of a provision of this Guaranty
  shall not prejudice or constitute a waiver of Lender's right
  otherwise to demand strict compliance with that provision or any
  other provision of this Guaranty. No prior waiver by Lender, nor any
  course of dealing between Lender and Guarantor, shall constitute a
  waiver of any of Lender's rights or of any of Guarantor's
  obligations as to any future transactions. Whenever the consent of
  Lender is required under this Guaranty, the granting of such consent
  by Lender is required under this Guaranty, the granting of such
  consent by Lender in any instance shall not constitute continuing
  consent to subsequent instances where such consent is required and
  in all cases such consent may be granted or withheld in the sole
  discretion of Lender.

  Successors and Assigns. Subject to any limitations stated in this
  Guaranty on transfer of Guarantor's interest, this Guaranty shall be
  binding upon and inure to the benefit of the parties, their
  successors and assigns.

DEFINITIONS. The following capitalized words and terms shall have the
following meanings when used in this Guaranty. Unless specifically stated
to the contrary, all references to dollar amounts shall mean amounts in
lawful money of the United States of America. Words and terms are used in
the singular shall include the plural, and the plural shall include the
singular, as the context may require. Words and terms not otherwise defied
in this Guaranty shall have the meaning attributed to such terms in the
Uniformed Commercial Code:

  Borrower. The word "Borrower" means Petmed Express, Inc. and
  includes all co-signers and co-makers signing the Note.

  Guarantor. The word "Guarantor" means each and every person or
  entity signing this Guaranty, including without limitation First
  Image Marketing, Inc.

  Guaranty. The word "Guaranty" means the guaranty from Guarantor to
  Lender, including without limitation a guaranty of all or party of
  the Note.

  Indebtedness. The word "Indebtedness" means Borrower's indebtedness
  to Lender as more particularly described in this Guaranty.

  Lender. The word "Lender" means RBC CENTURA BANK, its successors and
  assigns.

  Note. The word "Note" means and includes without limitation all of
  Borrower's promissory notes and/or credit agreements evidencing
  Borrower's loan obligations in favor of Lender, together with all
  renewals of, extensions of, modifications of, refinancings of,
  consolidations of and substitutions for promissory notes or credit
  agreements.

  Related Documents. The words "Related Documents" mean all promissory
  notes, credit agreements, environmental agreements, guaranties,
  security agreements, mortgages, deeds of trust, security deeds,
  collateral mortgages, and all other instruments, agreements and
  documents, whether now or hereafter existing, executed in connection
  with the Indebtedness.

                        Exhibit 10.12 Page 22 of 29



<PAGE>



                          COMMERCIAL GUARANTY
                              (Continued)                            Page 3
===========================================================================

SUCH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF
THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR
UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND
DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE
UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION
OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS
GUARANTY EFFECTIVE. THIS GUARANTY IS DATED NOVEMBER 2, 2004.

GUARANTOR:

SOUTHEASTERN VETERINARY EXPORTS, INC.

By: /s/ Bruce S. Rosenbloom
    -----------------------
    Bruce Rosenbloom, President of Southeastern Veterinary Exports, Inc.
===========================================================================


                        Exhibit 10.12 Page 23 of 29



<PAGE>



                      AGREEMENT TO PROVIDE INSURANCE
===========================================================================

Grantor:    Petmed Express Inc.       Lender:  RBC CENTURA BANK
            1441 SW 29th Ave                   Boca Raton, FL
            Pompano Beach, FL 30369            Lending Service Center (FL)
                                               2801 PGA Blvd. Suite 280H
                                               Palm Beach Gardens, FL 33410
===========================================================================

  INSURANCE REQUIREMENTS.  Grantor, Petmed Express, Inc. ("Grantor"),
  understands that insurance coverage is required in connection with the
  extending of a loan or the providing of other financial accommodations to
  Grantor by Lender.  These requirements are set forth in the security
  documents for the loan.  The following minimum insurance coverages must be
  provided on the following described collateral (the "Collateral"):


   Collateral:  All Inventory and EquipmentAll .
   Type:  All risks, including fire, theft and liability.
   Amount:  Loan Amount.
   Basis:  Replacement value.
   Endorsements:  Lender loss payable clause with stipulation that will
                  not be cancelled or diminished without a
                  minimum of thirty (30) days prior written notice to Lender.
   Comments:  Customer #.
   Latest Delivery Date:  By the loan closing date.

  INSURANCE COMPANY.  Grantor may obtain insurance from any insurance
  company Grantor may choose that is reasonably acceptable to Lender.
  Grantor understands that credit may not be denied solely because insurance
  was not purchased through Lender.

  INSURANCE MAILING ADDRESS.  All documents and other materials relating to
  insurance for this loan should be mailed, delivered or directed to the
  following address:

		RBC CENTURA BANK
		P.O. Box 1220
		Rocky Mount, NC 27802

  FAILURE TO PROVIDE INSURANCE.  Grantor agrees to deliver to Lender, on the
  latest delivery date stated above, proof of the required insurance as
  provided above, with an effective date of November 2, 2004, or earlier.
  Grantor acknowledges and agrees that if Grantor fails to provide any
  required insurance or fails to continue such insurance in force, Lender
  may do so at Grantor's expense as provided in the applicable security
  document.  GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH
  INSURANCE, THE INSURANCE WILL PROVIDE LIMITED PROTECTION AGAINST PHYUSICAL
  DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1) THE
  UNPAID BALANCE OF THE DEBT, EXCLUDING ANY UNEARNED FINANCE CHARGES, OR (2)
  THE VALUE OF THE COLLATERAL; HOWEVER, GRANTOR'S EQUITY IN THE COLLATERAL
  MAY NOT BE INSURED.  IN ADDITION, THE INSURANCE MAY NOT PROVIDE ANY PUBLIC
  LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE
  REQUIREMENTS OF ANY FINANCIAL RESPONSIBILITY LAWS.

  AUTHORIZATION.  For purposes of insurance coverage on the Collateral,
  Grantor authorizes Lender to provide to any person (including any
  insurance agent or company) all information Lender deems appropriate,
  whether regarding the Collateral, the loan or other financial
  accommodations, or both.

  GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO
  PROVIDE INSURANCE AND AGREES TO ITS TERMS.  THIS AGREEMENT IS DATED
  NOVEMBER 2, 2004.

  GRANTOR:

  PETMED EXPRESS, INC.

  By: /s/ Bruce S. Rosenbloom
     ------------------------
     Bruce Rosenbloom, Treasurer of Petmed Express, Inc.


                        Exhibit 10.12 Page 24 of 29



<PAGE>



                      NOTICE OF INSURANCE REQUIREMENTS
===========================================================================

Grantor:   Petmed Express Inc.       Lender:  RBC CENTURA BANK
           1441 SW 29th Ave                   Boca Raton, FL
           Pompano Beach, FL 30369            Lending Service Center (FL)
                                              2801 PGA Blvd. Suite 280H
                                              Palm Beach Gardens, FL 33410
===========================================================================

  TO:     ATTN:  Insurance Agent                DATE:  November 2, 2004

  RE:     Policy Number(s):

  Insurance Companies/Company:

  Dear Insurance Agent:

  Grantor, Petmed Express, Inc.  ("Grantor") is obtaining a loan from RBC
  CENTURA BANK.  Please send appropriate evidence of insurance to RBC
  CENTURA BANK, together with the requested endorsements, on the
  following property, which Grantor is giving as security for the loan.

   Collateral:   All Inventory and EquipmentAll .
                 Type:  All risks, including fire theft and liability.
                 Amount:  Loan Amount.
                 Basis:  Replacement value.
                 Endorsements:  Lender loss payable clause with stipulation
                 that coverage will not be cancelled or diminished without a
                 minimum of thirty (30) days prior written notice to Lender.
                 Comments:  Customer #.
                 Latest Delivery Date:  By the loan closing date.

   GRANTOR:


   PETMED EXPRESS, INC.

   By: /s/ Bruce S. Rosenbloom
       -----------------------
       Bruce Rosenbloom, Treasurer of Petmed Express, Inc.

                        Exhibit 10.12 Page 25 of 29



<PAGE>



                             PROMISSORY NOTE
===========================================================================

Borrower:   Petmed Express Inc.        Lender: RBC CENTURA BANK
            1441 SW 29th Ave                   Boca Raton, FL
            Pompano Beach, FL 30369            Lending Service Center (FL)
                                               2801 PGA Blvd. Suite 280H
                                               Palm Beach Gardens, FL 33410
===========================================================================


Principal Amount: $6,000,000.00  Initial Rate: 3.490%
                                             Date of Note: November 2, 2004

PROMISE TO PAY.  Petmed Express, Inc.  ("Borrower") promises to pay to RBC
CENTURA BANK ("Lender"), or order, in lawful money of the United States of
America, the principal amount of Six Million & 00/100 Dollars
($6,000,000.00) or so much as may be outstanding, together with interest
on the unpaid outstanding principal balance of each advance.  Interest
shall be calculated from the date of each advance until repayment of each
advance.

PAYMENT.  Borrower will pay this loan in one payment of all outstanding
principal plus all accrued unpaid interest on November 1, 2005.  In
addition, Borrower will pay regular monthly payments of all accrued unpaid
interest due as of each payment date, beginning December 1, 2004, with all
subsequent interest payments to be due on the same day of each month after
that.  Unless otherwise agreed or required by applicable law, payments
will be applied first to any unpaid collection costs; then to any late
charges; then to any accrued unpaid interest; and then to principal.  The
annual interest rate for this Note is computed on a 365/360 basis; that
is, by applying the ratio of the annual interest rate over a year of 360
days, multiplied by the outstanding by the actual number of days the
principal balance is outstanding.  Borrower will pay Lender at Lender's
address shown above or at such other place as Lender may designate in
writing.

VARIABLE INTEREST RATE.  The interest rate on this Note is subject to
change from time to time based on changes in an independent index which is
the LIBOR Base Rate (the "Index").  The Index is not necessarily the
lowest rate charged by Lender on its loans.  If the Index becomes
unavailable during the term of this loan, Lender may designate a
substitute index after notice to Borrower.  Lender will tell Borrower the
current Index rate upon Borrower's request.  The interest rate change will
not occur more often than each month.  The "LIBOR Base Rate: is the London
Interbank Offer Rate for U.S. dollars for a term of one month which
appears on the Telerate Page 3750, Bloomberg Professional screen BBAM (or
any generally recognized successor method or means of publication) as of
11:00 a.m., London time, two (2) London business days prior to the day on
which the rate will become effective.  The rate will initially become
effective on the date of the Note as shown on the face of the Note.
Thereafter, the rate will change and a new rate will become effective on
the first calendar day of each succeeding month.  If for any reason, the
London Interbank Offer Rate is not available, the "LIBOR Base Rate" shall
mean the rate per annum which banks charge each other in a market
comparable to England's Eurodollar market on short-term money in U.S.
dollars for an amount substantially equivalent to the principal amount due
under this Note, as determined at 11:00 A.M. London time, two (2) London
Business days prior to the day on which the rate will become effective, as
determined in Bank's sole discretion.  Bank determination of such interest
rate shall be conclusive, absent manifest error.  Borrower understands
that Lender may make loans based on other rates as well.  The Index
currently is 1.990% per annum.  The interest rate to be applied to the
unpaid principal balance of this Note will be at a rate of 1.500
percentage pints over the Index, resulting in an initial rate of 3.490%
per annum.  NOTICE:  Under no circumstances will the effective rate of
interest on this Note be more than the maximum rate allowed by applicable
law.

PREPAYMENT.  Borrower agrees that all loan fees and other prepaid finance
charges are earned fully as of the date of the loan and will not be
subject to refund upon early payment (whether voluntary or as a result of
default), except as otherwise required by law.  Except for the foregoing,
Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due.  Early payments will not, unless agreed to by
Lender in writing, relieve Borrower of Borrower's obligation to continue
to make payments of accrued unpaid interest.  Rather, early payments will
reduce the principal balance due.  Borrower agrees not to send Lender
payments marked "paid in full", "without recourse", or similar language.
If Borrower sends such a payment, Lender may accept it without losing any
of Lender's rights under this Note, and Borrower will remain obligated to
pay any further amount owed to Lender.  All written communications
concerning disputed amounts, including any check or other payment
instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other conditions or
limitations or as full satisfaction of a disputed amount must be mailed or
delivered to:  RBC CENTURA BANK, Boca Raton, FL, Lending Service Center
(FL), 2801 PGA Blvd., Suite 280H, Palm Beach Gardens, FL 33410.

LATE CHARGE.  If a payment is 10 days or more late, Borrower will be
charged 5.000% of the unpaid portion of the regularly scheduled payment.

INTEREST AFTER DEFAULT.  Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note to 18.000% per annum, if
and to the extent that the increase does not cause the interest rate to
exceed the maximum rate permitted by applicable law.

DEFAULT.  Each of the following shall constitute an event of default
("Event of Default") under this Note:

  Payment Default.  Borrower fails to make any payment when due under
  this Note.

  Other Defaults.  Borrower fails to comply with or to perform any
  other term, obligation, covenant or condition contained in this Note
  or in any of the related documents or to comply with or to perform
  any term, obligation, covenant or condition in any other agreement
  between Lender and Borrower.

  Default in Favor of Third Parties.  Borrower or any Grantor defaults
  under any loan, exte3nsion of credit, security agreement, purchase or
  sales agreement, or any other agreement, in favor of any other
  creditor or person that may materially affect any of Borrower's
  property or Borrower's ability to repay this Note or perform
  Borrower's obligations under this Note or any of the related
  documents.

  False Statements.  Any warranty, representation or statement made or
  furnished to Lender by Borrower or on Borrower's behalf under this
  Note or the related documents is false or misleading in any material
  respect, either now or at the time made or furnished or becomes false
  or misleading at any time thereafter.

  Insolvency.  The dissolution or termination of Borrower's existence
  as a going business, the insolvency of Borrower, the appointment of a
  receiver for any part of Borrower's property, any assignment for the
  benefit of creditors, any type of creditor workout, or the
  commencement of any proceeding under any bankruptcy or insolvency
  laws by or against Borrower.

  Creditor of Forfeiture Proceedings.  Commencement of foreclosure or
  forfeiture proceedings, whether by judicial proceeding, self-help,
  repossession or any other method, by any creditor of Borrower or by
  any governmental agency against any collateral securing the loan.
  This includes a garnishment of any of Borrower's accounts, including
  deposit accounts, with Lender.  However, this Event of Default shall
  not apply if there is a good faith dispute by Borrower as to the
  validity or reasonableness of the claim which is the basis of the
  creditor or forfeiture proceeding and if Borrower gives Lender
 written notice of the creditor or forfeiture proceeding and deposits
  with Lender monies or a surety bond for the creditor or forfeiture
  proceeding, in an amount determined by Lender, in its sole
  discretion, as being an adequate reserve or bond for the dispute.

  Events Affecting Guarantor.  Any of the preceding events occurs with
  respect to any Guarantor of any of the indebtedness or any Guarantor
  dies or becomes incompetent, or revokes or disputes the validity of,
  or liability under, any guaranty of the indebtedness evidenced by
  this Note.  In the event of a death, Lender, at its option, may, but
  shall not be required to, permit the Guarantor's estate to assume
  unconditionally the obligations arising under the guaranty in a
  manner satisfactory to Lender, and, in doing so, cure any Event of
  Default.

  Change In Ownership.  Any change in ownership of twenty-five percent
  (25%) or more of the common stock of Borrower.

  Adverse Change.  A material adverse change occurs in Borrower's
  financial condition, or Lender believes the prospect of payment or
  performance of this Note is impaired.

  Insecurity.  Lender in good faith believes itself insecure.

  Cure Provisions.  If any default, other than a default in payment is
  curable and if Borrower has not been given a notice of a breach of
  the same provision of this Note within the preceding twelve (12)
  months, it may be cured if Borrower, after receiving written notice
  from Lender demanding cure of such default:  (1) cures the default
  within fifteen (15) days; or (2) if the cure requires more than
  fifteen (15) days, immediately initiates steps which Lender deems in
  Lender's sole discretion to be sufficient to cure the default and
  thereafter continues and completes all reasonable and necessary steps
  sufficient to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS.  Upon default, Lender may declare the entire unpaid
principal balance on this Note and all accrued unpaid interest immediately
due, and then Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES.  Lender may hire or pay someone else to help
collect this Note if Borrower does not pay.  Borrower will pay Lender the
amount of these costs and expenses, which includes, subject to any limits
under applicable law, Lender's reasonable attorneys' fees and Lender's
Legal expenses whether or not there is a lawsuit, including reasonable
attorneys' fees and legal expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), and
appeals.  If not prohibited by applicable law, Borrower also will pay any
court costs, in addition to all other sums provided by law.

                        Exhibit 10.12 Page 26 of 29



<PAGE>



                              PROMISSORY NOTE
                                (Continued)                          Page 2
===========================================================================

GOVERNING LAW.  This Note will be governed by, construed and enforced in
accordance with federal law and the laws of the State of Florida.  This
Note has been accepted by Lender in the State of Florida.

CHOICE OF VENUE.  If there is a lawsuit, Borrower agrees upon Lender's
request to submit to the jurisdiction of the courts of Palm Beach County,
State of Florida.

DISHONORED ITEM FEE.  Borrower will pay a fee to Lender of $25.00 if
Borrower makes a payment on Borrower's loan and the check or preauthorized
charge with which Borrower pays is later dishonored.

COLLATERAL.  Borrower acknowledges this Note is secured by the following
collateral described in the security instrument listed herein:  inventory,
chattel paper, accounts, equipment and general intangibles described in a
Commercial Security Agreement dated November 2, 2004.

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances
under this Note may be requested orally by Borrower or as provided in this
paragraph.  All oral requests shall be confirmed in writing on the day of
the request.  All communications, instructions, or directions by telephone
or otherwise to Lender are to be directed to Lender's office shown above.
The following person currently is authorized, except as provided in this
paragraph, to request advances and authorize payments under the line of
credit until Lender receives from Borrower, at Lender's address shown
above, written notice of revocation of his or her authority:  Bruce
Rosenbloom.  Borrowing Base Advances:

Inventory advances shall be based on 50% of eligible inventory including a
sub limit, which will limit reliance on prescription drug inventory to a
maximum of $2,000,000.00 ($4,000,000.00 prescription inventory at 50%
advance rate).  The Bank reserves the right to request an inventory audit
at any time.  Stale dated inventory shall be excluded from the borrowing
base.  This will be checked annually by the company's auditor.  Borrower
agrees to be liable for all sums either:  (A) advanced in accordance with
the instructions of an authorized person or (B) credited to any of
Borrower's accounts with Lender.  The unpaid principal balance owing on
this Note at any time may be evidenced by endorsements on this Note or by
Lender's internal records, including daily computer print-outs.  Lender
will have no obligation to advance funds under this Note if :  (A)
Borrower or any guarantor is in default under the terms of this Note or
any agreement that Borrower or any guarantor has with Lender, including
any agreement made in connection with the signing of this Note; (B)
Borrower or any guarantor ceases doing business or is insolvent; (C) any
guarantor seeks, claims or otherwise attempts to limit, modify or revoke
such guarantor's guarantee of this Note or any other loan with Lender; (D)
Borrower has applied funds provided pursuant to this Note for purposes
other than those authorized by Lender; or (E) Lender in good faith
believes itself insecure.

ADDITIONAL DEFAULT PROVISION.  Loan shall be in default upon the death,
dissolution, merger, consolidation or termination of existence of any
party.

SUCCESSOR INTERESTS.  The terms of this Note shall be binding upon
Borrower, and upon Borrower's heirs, personal representatives, successors
and assign, and shall inure to the benefit of Lender and its successors
and assigns.

NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING
AGENCIES.  Please notify us if we report any inaccurate information about
your account(s) to a consumer reporting agency.  Your written notice
describing the specific inaccuracy(ies) should be sent to us at the
following address:  RBC CENTURA BANK, Boca Raton, FL, Lending Service
Center (FL), 2801 PGA Blvd., Suite 280H, Palm Beach Gardens, FL 33410

GENERAL PROVISIONS.  If any part of this Note cannot be enforced, this
fact will not affect the rest of the Note.  Borrower does not agree or
intend to pay, and Lender does not agree or intend to contract for,
charge, collect take, reserve or receive (collectively referred to herein
as "charge or collect"), any amount in the nature of interest or in the
nature of a fee for this loan, which would in any way or event (including
demand, prepayment, or acceleration) cause Lender to charge or collect
more for this loan than the maximum Lender would be permitted to charge
collect by federal law or the law of the State of Florida (as applicable).
Any such excess interest or unauthorized fee shall, instead of anything
stated to the contrary, be applied first to reduce the principal balance
of this loan, and when the principal has been paid in full, be refunded to
Borrower.  Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them.  Borrower and any other
person who signs, guarantees or endorses this Note, to the extent allowed
by law, waive presentment, demand for payment, and notice of dishonor.
Upon any change in the terms of this Note, and unless otherwise expressly
stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from
liability.  All such parties agree that Lender may renew or extend
(repeatedly and for any length of time) this loan or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone.
All such parties also agree that Lender may modify this loan without the
consent of or notice to anyone other than the party with whom the
modification is made.  The obligations under this Note are joint and
several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLTED COPY OF THIS PROMISSORY NOTE.

BORROWER:


PETMED EXPRESS, INC.


By: /s/ Bruce S. Rosenbloom
    ------------------------
    Bruce Rosenbloom, Treasurer of Petmed Express, Inc.

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


                        Exhibit 10.12 Page 27 of 29



<PAGE>



                             COMPLIANCE AGREEMENT
===========================================================================

Borrower:   Petmed Express Inc.        Lender: RBC CENTURA BANK
            1441 SW 29th Ave                   Boca Raton, FL
            Pompano Beach, FL 30369            Lending Service Center (FL)
                                               2801 PGA Blvd. Suite 280H
                                               Palm Beach Gardens, FL 33410
===========================================================================

  This COMPLIANCE AGREEMENT is attached to and by this reference is made
  a part of the Promissory Note, dated November 2, 2004, and executed in
  connection with a loan or other financial accommodations between RBC
  CENTURA BANK and Petmed Express, Inc.

             COMPLIANCE AGREEMENT

In consideration of the above-referenced Lender lending funds (the
"Loan") to Borrower, the undersigned, as borrower (the "Obligor")
agrees, upon request of Lender or upon request of any person acting on
behalf of Lender, to fully cooperate with Lender or such person to
correct any inaccurate term or provision of, mistake in, or omission
from any document associated with the closing of the loan.  Failure or
refusal of Obligor to execute the aforementioned required additional
documents, or to correct those already executed, shall constitute a
default under the terms of the Loan documents and shall give Lender the
right to pursue any available remedy, including, but not limited to,
the right to declare all sums secured by the Loan documents immediately
due and payable.  The rights and powers of Lender under this Compliance
Agreement shall inure to the benefit of any subsequent holder of said
Loan documents.

THIS COMPLIANCE AGREEMENT IS EXECUTED ON NOVEMBER 2, 2004.

BORROWER:


PETMED EXPRESS, INC.

By: /s/ Bruce S. Rosenbloom
    ------------------------
    Bruce Rosenbloom, Treasurer of Petmed Express, Inc.

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

                        Exhibit 10.12 Page 28 of 29



<PAGE>



                   DISBURSEMENT REQUEST AND AUTHORIZATION
===========================================================================

Borrower:   Petmed Express Inc.        Lender: RBC CENTURA BANK
            1441 SW 29th Ave                   Boca Raton, FL
            Pompano Beach, FL 30369            Lending Service Center (FL)
                                               2801 PGA Blvd. Suite 280H
                                               Palm Beach Gardens, FL 33410
===========================================================================

  LOAN TYPE.  This is a Variable Rate Nondisclosable Revolving Line of
  Credit Loan to a Corporation for $6,000,000.00 due on November 1, 2005.
  The reference rate (LIBOR Base Rate, currently 1.990%) is added to the
  margin of 1.500%, resulting in an initial rate of 3.490.

  PRIMARY PURPOSE OF LOAN.  The primary purpose of this loan is for:

  [ ] Personal, Family, or Household Purposes or Personal Investment.
  [X] Business (Including Real Estate Investment).

  SPECIFIC PURPOSE.  The specific purpose of this loan is:  Support
  short-term cash/working capital requirement.

  DISBURSEMENT INSTRUCTIONS.  Borrower understands that no loan proceeds
  will be disbursed until all of Lender's conditions for making the loan
  have been satisfied.  Please disburse the loan proceeds of
  $6,000,000.00 as follows:

    Amount paid to others on Borrower's behalf:                   $0.00

    Other Disbursements:                                  $6,000,000.00
         $6,000,000.00 Funds available for disbursement    ____________

    Note Principal:                                       $6,000,000.00

  CHARGES PAID IN CASH.  Borrower has paid or will pay in cash as agreed
  the following charges:

    Prepaid Finance Charges Paid in Cash:                    $10,000.00
       $10,000.00 Loan Fees ($5,000.00 Paid
       POC)

    Other Charges Paid in Cash:                                  $41.00
       $31.00 UCC-1 Filing Fee (FL)
       $10.00 Overnight courier fee
                                                           ____________

    Total Charges Paid in Cash:                              $10,041.00

  FINANCIAL CONDITION.  BY SIGNING THIS AUTHORIZATION, BORROWER
  REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE
  IS TRUE AND CORRECT AND THAT THERR HAS BEEN NO MATERIAL ADVERSE CHANGE
  IN BORROWER'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST
  RECENT FINANCIAL STATEMENT TO LENDER.  THIS AUTHORIZATION IS DATED
  NOVEMBER 2, 2004.


  BORROWER:


  PETMED EXPRESS, INC.

  By: /s/ Bruce S. Rosenbloom
     -------------------------
     Bruce Rosenbloom, Treasurer of Petmed Express, Inc.

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


                        Exhibit 10.12 Page 29 of 29



<PAGE>





