EXHIBIT 10.9] [LINE OF CREDIT AGREEMENT WITH SOUTHTRUST BANK, N.A.] PROMISSORY NOTE

[EXHIBIT 10.9]

[LINE OF CREDIT AGREEMENT WITH SOUTHTRUST BANK, N.A.]

PROMISSORY NOTE

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Principal Loan Date Maturity Loan No. Call/Coll Account Officer Initials

$2,000,000.00 03-18-2003 07-22-2004 0000050483 0001/810 0955232160 LH4
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Borrower: PETMED EXPRESS, INC. Lender: SouthTrust Bank
(TIN: 00-0000000) West Palm Beach (Metro
Lending)
0000 XX 00xx Xxx. Xxx Xxxx Xxxxxxx Xxxx (0xx
Xxxxx)
XXXXXXX XXXXX, XX 00000 Ft. Xxxxxxxxxx, XX 00000
(000) 000-0000
==============================================================================
Principal Initial Date of
Amount: $2,000,000.00 Rate: 3.920% Note: March 18, 2003

PROMISE TO PAY. PET MED EXPRESS, INC. ("Borrower") promises to pay to
SouthTrust Bank ("Lender"), or order, in lawful money of the United
States of America, the principal amount of Two Million & 00/100 Dollars
($2,000,000.00) 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 July 22, 2004. In addition,
Borrower will pay regular monthly payments of all accrued unpaid interest
due as of each payment date, beginning April 22, 2003 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 accrued unpaid interest, then to
principal, and any remaining amount to any unpaid collection costs and
late charges. 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 principal balance,
multiplied 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 published thirty (30) day London Interbank Offered Rates ("LIBOR") (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 day. The
frequency of rate change is further defined below in paragraph titled
"VARIABLE RATE CHANGE FREEQUENCY". Borrower understands that Lender
may make loans based on other rates as well. The Index currently is 1.270%
per annum. The interest rate to be applied to the unpaid principal balance
of this Note will be at a rate of 2.650 percentage points over the Index,
resulting in an initial rate of 3.920% 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 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: SouthTrust Bank, West Palm Beach (Metro Lending), Xxx Xxxx
Xxxxxxx Xxxx (0xx Xxxxx), Xx. Xxxxxxxxxx, XX 00000.

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
or $10.00, whichever is greater.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon
final maturity, at Lender's option, and if permitted by applicable law,
Lender may add any unpaid accrued interest to principal and such sum will
bear interest therefrom until paid at the rate provided in this Note.
Upon default, the total sum due under this Note will bear interest from
the date of acceleration or maturity at the variable interest rate on
this Note.

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 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 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 or 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, endorser, surety, or accommodation party of
any of the indebtedness or any guarantor, endorser, surety, or
accommodation party 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 it 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 (and no event of default will have occurred) 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

Exhibit 10.9 - Pg. 1

PROMISSORY NOTE
Loan No: 0000050483 (Continued) Page 2
_____________________________________________________________________________

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.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury
trial in any action, proceeding or counterclaim brought by either Lender
or Borrower against the other. (Initial Here /s/ B.S.R.)

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.

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 XXX
or Xxxxx 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.

COLLATERAL. Borrower acknowledges this Note is secured by Any and All
Commercial Security Agreements covering a blanket lien on All Business
Assets of Debtor.

LINE OF CREDIT. This Note evidences a revolving line of credit.
Advances under this Note, as well as directions for payment from
Borrower's accounts, may be requested orally or in writing by Borrower or
by an authorized person. Lender may, but need not, require that all oral
requests be confirmed in writing. 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.

FINANCIAL STATEMENTS. Until this loan is paid in full, Borrower will
furnish to Lender, as soon as available but in any event within 120 days
after the end of each fiscal year, Borrower's balance sheet and
statements of income, cash flows and changes in capital for the fiscal
year just ended, setting forth in comparative form the corresponding
figures for the prior year, together with accompanying schedules and
footnotes. If the financial statements were compiled or certified by a
public accountant, Borrower will also furnish Lender the accountant's
letter accompanying the financial statements. Borrower will furnish to
Lender, as soon as available but in any event within 45 days after the
end of the first three quarters of Borrower's fiscal year, Borrower's
balance sheet and profit and loss statement for the quarter just ended.
All financial reports provided to Lender will be certified in writing by
the chief executive officer, chief financial officer, managing partner or
comparable financial officer of Borrower to be true and complete to the
best of his or her knowledge and belief and to have been prepared in
accordance with generally accepted accounting principles applied on a
basis consistent with the financial statements previously furnished to
Lender or, if not so prepared, setting forth the manner in which the
financial statements depart therefrom. Borrower will furnish Lender,
within 30 days after Lender's request therefore, a copy of the federal
income tax return most recently filed by Borrower. Borrower will cause
each guarantor or endorser of this loan to furnish to Lender, within 30
days after Lender's request therefore, a current financial statement of
such guarantor or endorser in form acceptable to Lender and a copy of the
federal income tax return most recently filed by such guarantor or
endorser.

OBLIGATION TO DEVELOP BUSINESS PLAN. Before approving this loan, Lender
required Borrower to furnish Lender with financial statements and other
information concerning the financial history and future prospects of
Borrower's business. Lender requested and reviewed that information
solely to enable it to make a decision whether to extend credit. Borrower
understands that Lender has not necessarily approved Borrower's business
plan and has not undertaken any duty or obligation to advise Borrower on
business matters now or in the future. Lender is not a financial or
business advisor, and Borrower will not look to Lender for business
advice. Lender's role is solely that of a Lender, and Borrower's
relationship with Lender is that of debtor and creditor. Lender
expressly disclaims any fiduciary or other duties or obligations to
Borrower except those expressly provided in the written loan documents
signed by Lender.

NO ORAL AGREEMENTS. Lender's agreement to lend, Borrower's obligation to
repay the loan, and all other agreements between Lender and Borrower have
been reduced to writing. This instrument and the other documents signed
concurrently with it contain the entire agreement between Lender and
Borrower. Any prior conversations and discussions that Lender or
Borrower may have had concerning the transaction are not binding unless
reflected in the written loan documents. Borrower acknowledges that the
loan documents reflect everything the Lender has agreed to do or not to
do in connection with this transaction.

COMMERCIAL PURPOSES. Borrower intends to use the loan proceeds solely
for business or commercial related purposes and under no circumstances
will such proceeds be used for personal, family or household purposes.

ANNUAL FORTY FIVE (45) DAY "CLEAN-UP". A condition of this loan is that
draws and balances are subject to a 45 day annual "clean-up" wherein the
outstanding balance must be paid down to = $500m for at least a consecutive
45 day period during the term of the loan.

VARIABLE RATE FREQUENCY. The interest rate change will occur each month on
the anniversary date based on the Index Rate for that day.

PRIOR NOTE: This is a renewal and increase of a $1,000,000.00 Revolving
Line of Credit between Pet-Med Express, Inc. and SouthTrust Bank. Note
increase by $1,000,000.00 to total $2,000,000.00 Line of Credit.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon
Borrower, and upon Borrower's heirs, personal representatives, successors
and assigns, 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: SouthTrust Bank, West Palm Beach (Metro Lending), Xxx
Xxxx Xxxxxxx Xxxx (0xx Xxxxx), Xx. Xxxxxxxxxx, XX 00000.

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 or 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.

Exhibit 10.9 - Pg. 2

PROMISSORY NOTE
Loan No: 0000050483 (Continued) Page 3
_____________________________________________________________________________

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 THIS PROMISSORY NOTE.

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

BORROWER:

PETMED EXPRESS, INC.

By: /s/________Bruce S. Rosenbloom______________
XXXXX XXXXXXXXXX, C.F.O. of PETMED EXPRESS, INC.

Exhibit 10.9 - Pg. 3

COMMERCIAL SECURITY AGREEMENT

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Principal Loan Date Maturity Loan No. Call/Coll Account Officer Initials

$2,000,000.00 03-18-2003 07-22-2004 0000050483 0001/810 0955232160 LH4
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References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item
containing "***" has been omitted due to text length limitations.
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Borrower: PETMED EXPRESS, IN. Lender: SouthTrust Bank
(TIN: 00-0000000) West Palm Beach (Metro Lending)
0000 XX 00xx Xxx. Xxx Xxxx Xxxxxxx Xxxx (0xx Xxxxx)
XXXXXXX XXXXX, XX 00000 Ft. Xxxxxxxxxx, XX 00000
(000) 000-0000
==============================================================================

THIS COMMERCIAL SECURITY AGREEMENT dated March 18, 2003, is made and
executed between PET MED EXPRESS, INC. ("Grantor") and SouthTrust Bank
("Lender").

GRANT OF SECURITY INTEREST. For 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, equipment, accounts (including but not limited to all
health-care-insurance receivables), chattel paper, instruments
(including but not limited to all promissory notes), letter-of-credit
rights, letters of credit, documents, deposit accounts, investment
property, money, other rights to payment and performance, and general
intangibles (including but not limited to all software and all payment
intangibles); all attachments, accessions, accessories, fittings,
increases, tools, parts, repairs, supplies, and commingled goods
relating to the foregoing property, and all additions, replacements of
and substitutions for all or any part of the foregoing property; all
insurance refunds relating to the foregoing property; all good will
relating to the foregoing property; all records and data and embedded
software relating to the foregoing property, and all equipment,
inventory and software to utilize, create, maintain and process any
such records and data on electronic media; and all supporting
obligations relating to the foregoing property; all whether now owned
or hereafter acquired or whether now or hereafter subject to any rights
in the foregoing property; and all products and proceeds (including but
not limited to all insurance payments) of or relating to the foregoing
property.

In addition, the word "Collateral" also includes all the following,
whether now owned 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 intangibles, instruments, rents, monies,
payments, and all other rights, arising out of a sale, lease, 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 relating to any of the property described
in this Collateral section, whether in the form of a 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 goods,
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, savings, 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 XXX or Xxxxx accounts,
or any trust accounts for which setoff would be prohibited by law.
Grantor 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.

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 execute
financing statements and to take whatever other 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 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 its 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 on the Collateral have authority and capacity to contract
and are in fact 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 the 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 no 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
accounts 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 Lender's 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 its 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

Exhibit 10.9 - Pg. 4

COMMERCIAL SECURITY AGREEMENT
Loan No: 0000050483 (Continued) Page 2
_____________________________________________________________________________

outside the State of Florida, without 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 sell, 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,
repair and condition at all times while this Agreement remains in
effect. Grantor further agrees to pay when due all claims for work
done 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 of 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 use 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 that could accrue 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 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.

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.
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
of any 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 Environmental Laws, and (2) agrees
to indemnify and hold harmless Lender against any and all claims and
losses resulting from a breach of this provision of this Agreement.
This obligation to indemnify 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 to) 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 it 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 of 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 a 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
any 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 premiums shall remain Grantor's sole responsibility.

Insurance Reports. Grantor, upon request of Lender, shall furnish
to Lender reports on each existing policy of insurance showing such
information as Lender may reasonably request including the
following: (1) the name of the 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 riot 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-1
financing statement, or alternatively, a copy of this Agreement to
perfect Lender's security interest. At 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 financing statements and
documents of title in Grantor's name and to execute all 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

Exhibit 10.9 - Pg. 5

COMMERCIAL SECURITY AGREEMENT
Loan No: 0000050483 (Continued) Page 3
_____________________________________________________________________________

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 accounts
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 of 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, but 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 Documents, 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 Documents, 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 interests, encumbrances and other claims, at any
time levied or placed on the Collateral and paying all costs for
insuring, 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 become 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 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 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.

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 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.

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 Proceedings. 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 tile
Indebtedness. This includes a garnishment of any of 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 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 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 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 (and no event of default will have
occurred) 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 Event 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
rights and 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 of Grantor to take possession of arid 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 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 any 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
relating 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

Exhibit 10.9 - Pg. 6

COMMERCIAL SECURITY AGREEMENT
Loan No: 0000050483 (Continued) Page 4
_____________________________________________________________________________

whether or not the apparent value of the Collateral exceeds the
Indebtedness by a substantial amount. Employment by Lender shall
not disqualify a person from serving 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 in such
order of preference as Lender may determine. Insofar as the
Collateral consists of accounts, general intangibles, insurance
policies, instruments, chattel paper, choses in action, or similar
property, Lender may demand, collect, receipt for, settle,
compromise, adjust, xxx 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 amounts 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 Uniform
Commercial Code, as may be amended from time to time. In addition,
Lender shall have and may exercise any 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
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 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.

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 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 of
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 circumstance, that finding shall not make the offending
provision 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.

Waive Jury. All parties to this Agreement hereby waive the right to
any jury trial in any action, proceeding, or counterclaim brought by
any party against any other party. (Initial Here /s/ B.S.R.)

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:

Account. The word "Account" means a trade account, account
receivable, other receivable, or other right to payment for goods
sold or services rendered owing to Grantor (or to a third party
grantor acceptable to Lender).

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 PET MED EXPRESS, INC., and all
other persons and entities signing the Note in whatever capacity.

Exhibit 10.9 - Pg. 7

COMMERCIAL SECURITY AGREEMENT
Loan No: 0000050483 (Continued) Page 5
_____________________________________________________________________________

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 Recovery Act of 1986, Pub. L, No. 99-499 ("XXXX"), 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 PET MED EXPRESS, INC.

Guarantor. The word "Guarantor" means any guarantor, surety, or
accommodation party of any or all 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, may 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 SouthTrust Bank, its successors and
assigns.

Note. The word "Note" means the Note executed by PET MED EXPRESS,
INC. in the principal amount of $2,000,000.00 dated March 18, 2003,
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, 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.

GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL
SECURITY AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED
MARCH 18, 2003.

GRANTOR:

PETMED EXPRESS, INC.

By:/s/__________Bruce S. Rosenbloom________________
XXXXX XXXXXXXXXX, C.F.O. of PETMED EXPRESS, INC.

Exhibit 10.9 - Pg. 8

DISBURSEMENT REQUEST AND AUTHORIZATION

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Principal Loan Date Maturity Loan No. Call/Coll Account Officer Initials

$2,000,000.00 03-18-2003 07-22-2004 0000050483 0001/810 0955232160 LH4
---------------------------------------------------------------------------------------------------

Borrower: PETMED EXPRESS, IN. Lender: SouthTrust Bank
(TIN: 00-0000000)) West Palm Beach (Metro Lending)
0000 XX 00xx Xxx. Xxx Xxxx Xxxxxxx Xxxx (0xx Xxxxx)
XXXXXXX XXXXX, XX 00000 Ft. Xxxxxxxxxx, XX 00000
(000) 000-0000
==============================================================================

LOAN TYPE. This is a Variable Rate Nondisclosable Revolving Line of
Credit Loan to a Corporation for $2,000,000.00 due on July 22, 2004.
The reference rate (published thirty (30) day London Interbank Offered
Rates ("LIBOR"), currently 1.270%) is added to the margin of 2.650%,
$1,000,000.00 Revolving Line of Credit between Pet Med-Express, Inc. and
SouthTrust Bank. Note increase by $1,000,000.00 to total $2,000,000.00
Line of Credit.

PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for (please
initial):

[ ] _____ Personal, Family, or Household Purposes or Personal
Investment.

[X] _____ Business (including Real Estate Investment).

SPECIFIC PURPOSE. The specific purpose of this loan is: RENEW AND
INCREASE LINE OF CREDIT.

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 $2,000,000.00
as follows:

Undisbursed Funds: $1,600,000.00
Amount paid on Borrower's account: $400,000.00
$400,000.00 Payment on Loan # 0955232160-50483
-------------
Note Principal: $2,000,000.00

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

Prepaid Finance Charges Paid in Cash $ 0.00
Other Charges Paid in Cash: $8,500.00
$350.00 BANK PREPARED DOC FEE ---------
$8,150.00 LOAN FEE
Total Charges Paid in Cash: $8,500.00

AUTOMATIC PAYMENTS. Borrower hereby authorizes Lender automatically to
deduct from Borrower's Checking account numbered 00000000, ABA numbered
000000000 the amount of any loan payment. If the funds in the account are
insufficient to cover any payment, Lender shall not be obligated to
advance funds to cover the payment. At any time and for any reason,
Borrower or Lender may voluntarily terminate Automatic Payments.

FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS
AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND
CORRECT AND THAT THERE 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 MARCH 18, 2003.

BORROWER:

PETMED EXPRESS, INC.

By:/s/__________Bruce S. Rosenbloom________________
XXXXX XXXXXXXXXX, C.F.O. of PETMED EXPRESS, INC.

Exhibit 10.9 - Pg. 9

CORPORATE RESOLUTION TO BORROW/GRANT COLLATERAL

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Principal Loan Date Maturity Loan No. Call/Coll Account Officer Initials

$2,000,000.00 03-18-2003 07-22-2004 0000050483 0001/810 0955232160 LH4
---------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item
containing "***" has been omitted due to text length limitations.
---------------------------------------------------------------------------------------------------

Corporation: PETMED EXPRESS, INC. Lender: SouthTrust Bank
(TIN: 00-0000000) West Palm Beach
0000 XX 00xx Xxx. (Xxxxx Xxxxxxx)
XXXXXXX XXXXX, XX 00000 Xxx Xxxx Xxxxxxx Xxxxxxxxx
(0xx Xxxxx)
Ft. Xxxxxxxxxx, XX 00000
(000) 000-0000
==============================================================================

I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE CORPORATION'S EXISTENCE. The complete and correct name of the
Corporation is PET MED-EXPRESS, INC. ("Corporation"). The Corporation
is a corporation for profit which is, and at all times shall be, duly
organized, validity existing, and in good standing under and by virtue
of the laws of the State of Florida. The Corporation is duly
authorized to transact business in all other states in which the
Corporation is doing business. Specifically, the Corporation is, and
at all times shall be, duly qualified as a foreign corporation in all
states in which the failure to do so qualify would have a material
adverse effect on its business or financial condition. 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 0000 XX 00XX XXX,
XXXXXXX XXXXX, XX 00000. 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 with all regulations, rules, ordinances, statues, 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 corporation having no Board of
Directors then at a meeting of the Corporation's shareholders, duly
called and held on March 18, 2003, 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 PET MED EXPRESS,
INC.:

NAMES TITLES AUTHORIZED ACTUAL SIGNATURES
----- ------ ---------- -----------------

XXXXX XXXXXXXXXX C.F.O. Y X /S/ Xxxxx X. Xxxxxxxxxx
------------------------

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 person is authorized, empowered, and directed to do the
following for and on behalf of the Corporation:

Borrow Money. To borrow, as a cosigner or other, 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 in 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, refinancing, 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 real property and all personal
property (tangible or intangible) of the Corporation, 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 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 time or
times, and may be either 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 the terms and
conditions under the 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, and chattel
paper, or any other collateral, or any kind or 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
Corporation's 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 lines, 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, including agreements waiving the right to a trial by
jury, 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 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 of 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 Lender has received
notice.

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 Resolu6tion 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 given.

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 in this Resolution, and I personally
and on behalf of the Corporation certify that all statements and
representations made this Resolution are true and correct. This
Corporate Resolution to Borrow / Grant Collateral is
Dated March 18, 2003.

Exhibit 10.9 - Pg. 10

CORPORATE RESOLUTION TO BORROW / GRANT COLLETERAL
Loan No: 0000050483 (Continued) Page 2
_____________________________________________________________________________

CERTIFIED TO AND ATTESTED BY:

X__/S/ Xxxxx X. Rosenbloom______
XXXXX XXXXXXXXXX, C.F.O.

Exhibit 10.9 - Pg. 11

BUSINESS LOAN AGREEMENT (ASSET BASED)

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Principal Loan Date Maturity Loan No. Call/Coll Account Officer Initials

$2,000,000.00 03-18-2003 07-22-2004 0000050483 0001/810 0955232160 LH4
---------------------------------------------------------------------------------------------------

THIS BUSINESS LOAN AGREEMENT (ASSET BASED) dated March 18, 2003, is made
and executed between PET MED-EXPRESS, INC. ("Borrower") and SouthTrust 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 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 extending of any Loan by Lender at all times shall be subject
to Lender's sole judgment and discretion; and (C) all such Loans shall be
remain subject to the terms and conditions of this Agreement.

TERM. This Agreement shall be effective as of March 18, 2003, 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,
interest, costs, expenses, attorneys' fees, and other fees and charges,
or until July 22, 2004.

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, reports, 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 opinions, and documents as 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 and effect.

(4) All guarantees 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 its option and for its sole benefit, shall have
conducted an 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 titled "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 in writing by authorized persons. Lender may, but need not, require
that all oral requests be confirmed in writing. Each Advance shall be
conclusively deemed to have been made at the request of and for the
benefit 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 principal balance of the Advances and the Borrowing Base.
On the Expiration Date, Borrower shall pay to Lender in full the
aggregate unpaid principal amount of all Advances then 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 with 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
limitation 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 financing
statements and all documents perfecting Lender's Security Interest and
to take whatever other 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 interest 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 any
similar statements as may be required by applicable law, and Lender
will file such financing statements and all such similar statements
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 Lender 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 of 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. 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 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

Exhibit 10.9 - Pg. 12

BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 0000050483 (Continued) Page 2
_____________________________________________________________________________

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 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 assign, 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 PRECEDENT 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) 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
the Related Documents as are then due and payable.

Representations 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 renewal, extension or modification
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 is duly
authorized to transact business in all other states in which Borrower is
doing business, having obtained all necessary filings, governmental
licenses and approvals for each state in which Borrower is doing business.
Specifically, Borrower is, and at all times shall be, duly qualified as a
foreign corporation in all states in which the failure to so qualify would
have a material adverse effect on its business or financial condition.
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 0000 XX 00XX XXX,
XXXXXXX XXXXX, XX 00000. 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 Names. 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 do not conflict with, result in a
violation of, or constitute a default under (1) any provision of
Borrower's articles of incorporation or organization, or bylaws, or 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 statement 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 obligation 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 of violation of
any Environmental Laws; (b) any use, generation manufacture, storage,
treatment, disposal, release or threatened release of any Hazardous
Substance on, under, about or from the 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 others 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

Exhibit 10.9 - Pg. 13

BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 0000050483 (Continued) Page 3
_____________________________________________________________________________

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.

Financial Statements. Furnish Lender with the following:

Annual Statements. As soon as available, but in no event later than
one-hundred-twenty (120) 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
45 days after the end of each fiscal quarter, Borrower's balance
sheet and profit and loss statement for the period, compiled by a
certified public accountant satisfactory to Lender.

Tax Returns. As soon as available, but in no event later than thirty
(30) days after the applicable filing date for the tax reporting
period ended, Federal and other governmental tax returns, prepared by
a certified public accountant satisfactory to lender.

Additional Requirements.
BORROWING BASE CERTIFICATES:
As soon as available, but in no event later than fifteen (15) days
after the each month end, Certificates prepared by management
satisfactory to Lender.

INVENTORY SUMMARY REPORT:
As soon as available, but in no event later than fifteen (15) days
after the each month end, Summary Reports prepared by management
satisfactory to Lender.

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: $3,500,000.00. In addition, Borrower shall comply
with the following net worth ratio requirements:

Maximum Liability to Tangible Net Worth Ratio. Maintain a
ratio of Maximum Liability to Tangible Net Worth: in excess of
2.250 to 1.000. This leverage ratio will be evaluated as of
quarter-end.

Minimum Fixed Charge Coverage: Ratio. Maintain a ratio of
Minimum Fixed Charge Coverage in excess of 1.500 to 1.000. This
leverage ratio will be evaluated as of quarter-end. Minimum
Fixed Charge Coverage means (after tax income + depreciation +
amortization + lease expense + interest expense) divided by
(lease expense + interest + expense + current maturities of
long term debt)

Other Requirements.
AFFIRMATIVE COVENANTS
Maintain Hazard and Liability Insurance sufficient to protect
SouthTrust.
Maintain its principal transaction account with SouthTrust.
45 Consecutive days out of debt (=500M) within 12 months.
NEGATIVE COVENANTS
Create or incur indebtedness except from SouthTrust.
Merge, consolidate or transfer assets.
Guarantee or become contingently liable.
Make Loans.
Encumber assets in excess of $0.

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 or
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 or replacement cost of
any Collateral. The cost of such appraisal shall be paid by Borrower.

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 limitation 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.

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 and 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 sued by Borrower.

Compliance with Governmental Requirements. Comply with all laws,
ordinances, 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,

Exhibit 10.9 - Pg. 14

BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 0000050483 (Continued) Page 4
_____________________________________________________________________________

or regulation and withhold compliance during any proceeding, including
appropriate

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 governmental 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,
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 or 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 and preserving any 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 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 to 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 due
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 of alter or amend Borrower's capital structure.

Loans, Acquisitions and Guaranties. (1) Loan, invest in or advance money
or assets, (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.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether 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 or revoke such Guarantor's guaranty of the Loan
or any other loan with Lender; or (E) Lender in good xxxxx xxxxx itself
insecure, even though no Event of Default shall have occurred.

RIGHT OF SETOFF. To the extend 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 XXX or Xxxxx 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 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.

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.

Credit or 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

Exhibit 10.9 - Pg. 15

BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 0000050483 (Continued) Page 5
_____________________________________________________________________________

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 is
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 (an no Event of Default will have occurred) 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 reasonably 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 any
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 of 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 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 a 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 expense, 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
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. 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, of one or more participation
interests in the Loan to one or more purchases, whether related or
unrelated to Lender. Lender may provide, without any limitation
whatsoever, to any one or more purchasers, or potential purchasers, 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 of
counterclaim that it may have now or later against Lender or against any
purchaser 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.

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 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, 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,
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.

Subsidiaries and Affiliates of Borrower. To the extent 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 contained by or on
behalf of Borrower 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.

Exhibit 10.9 - Pg. 16

BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 0000050483 (Continued) Page 6
_____________________________________________________________________________

Waive Jury. All parties to the Agreement hereby waive the right to any
jury trial in any action, proceeding, or counterclaim brought by any
party against any other party. (Initial Here /S/ B.S.R.)

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 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 PET MED-EXPRESS, INC>, and all other
persons and entities signing the Note in whatever capacity.

Borrowing Base. The words "Borrowing Base" mean The Borrowing Base shall
be 35% of 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, charge,
lien, charge, 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
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.

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

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 UJ.S.C. Section 9601, et. Seq.
("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub.
L. No. 99-499 ("XXXX"), 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 "Event of Default" 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 world "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, 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 "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
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 of 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 SouthTrust 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 PET MED-EXPRESS, INC. in
the principal amount of $2,000,000.00 dated March 18, 2003, together
with all renewals of, extensions of, modifications of, refinancings of,
consolidations of, and substitutions for the note or credit agreement.

Permitted Liens. The worlds "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 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 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,
guarantees, 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 words "Security Interest" mean, without limitation,
any and all types of collateral security, present and future, whether in
the form of a lien, 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

Exhibit 10.9 - Pg. 17

BUSINESS LOAN AGREEMENT (ASSET BASED)
Loan No: 0000050483 (Continued) Page 7
_____________________________________________________________________________

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 MARCH 18, 2003.

BORROWER:

PET MED-EXPRESS, INC.

By:__/S/ Xxxxx X. Rosenbloom__________________
Xxxxx Xxxxxxxxxx, CFO, of PET MED-EXPRESS,
INC.

LENDER:

SOUTHTRUST BANK

By: __/S/ Antonio Coley_______________
Authorized Signer

Exhibit 10.9 - Pg. 18

AGREEMENT TO PROVIDE INSURANCE

---------------------------------------------------------------------------------------------------
Principal Loan Date Maturity Loan No. Call/Coll Account Officer Initials

Borrower: PETMED EXPRESS, IN. Lender: SouthTrust Bank
(TIN: 00-0000000) West Palm Beach (Metro
Lending)
0000 XX 00xx Xxx. Xxx Xxxx Xxxxxxx Xxxx (0xx
Xxxxx)
XXXXXXX XXXXX, XX 00000 Ft. Xxxxxxxxxx, XX 00000
(000) 000-0000
===================================================================================================

INSURANCE REQUIREMENTS. Grantor, PET MED-EXPRESSS, 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 Equipment.
Type: All risks, including fire, theft and liability.
Amount: Full Insurable Value.
Basis: Replacement value.
Endorsements: Lender loss payable clause with stipulation
that coverage will not be cancelled or diminished without a
minimum of 10 days prior written notice to Lender.
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.

FAILURE TO PROVIDE INSURNACE. 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 March 18, 2003, 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.
The cost of any such insurance, at the option of Lender, shall be added to
the indebtedness as provided in the security document. GRANTOR
ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE, THE INSURANCE
WILL PROVIDE LIMITED PROTECTION AGAINST PHYSICAL 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 MARCH
18, 2003.

GRANTOR:

PET MED-EXPRESS, INC.

By:__/S/ Xxxxx X. Rosenbloom_______________
Xxxxx Xxxxxxxxxx, CFO of PET MED-EXPRESS,
INC.

Exhibit 10.9 - Pg. 19

NOTICE OF INSURANCE REQUIREMENTS

---------------------------------------------------------------------------------------------------
Principal Loan Date Maturity Loan No. Call/Coll Account Officer Initials

03-18-2003 07-22-2004 0000050483 0001/810 0955232160 LH4
---------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item
containing "***" has been omitted due to text length limitations.
---------------------------------------------------------------------------------------------------

Borrower: PETMED EXPRESS, IN. Lender: SouthTrust Bank
(TIN: 00-0000000) West Palm Beach (Metro Lending)
0000 XX 00xx Xxx. Xxx Xxxx Xxxxxxx Xxxx (0xx
Xxxxx)
XXXXXXX XXXXX, XX 00000 Ft. Xxxxxxxxxx, XX 00000
(000) 000-0000
===================================================================================================

DATE: March 18, 2003

TO:

RE: Policy Number(s):

Insurance Companies/Company:

Dear Insurance Agent:

Grantor, PET MED-Express, INC. ("Grantor") is obtaining a loan from
SouthTrust Bank. Please send appropriate evidence of insurance to
SouthTrust Bank, together with the requested endorsements, on the following
property, which Grantor is giving as security for the loan.

Collateral: All Inventory and Equipemt:
Type: All risks, including fire, theft and liability.
Amount: Full Insurable Value.
Basis: Replacement value.
Endorsements: Lender loss payable clause with stipulation
that coverage will not be canceled or diminished without a
minimum of 10 days prior written notice to Lender.
Latest Delivery Date: By the loan closing date.

GRANTOR:

PET MET-EXPRESS, INC.

By:_/S/ Xxxxx X. Rosenbloom______________________
Xxxxx Xxxxxxxxxx, CFO of PET MED-EXPRESS, INC.

RETURN TO:

Exhibit 10.9 - Pg. 20

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EXHIBIT 10.9] [LINE OF CREDIT AGREEMENT WITH SOUTHTRUST BANK, N.A.] PROMISSORY NOTE

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