AGREEMENT

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                                                                   EXHIBIT 10.14

                                   AGREEMENT


         This Agreement ("Agreement") is made this 16th day of November, 1999,
by and among Pet Quarters, Inc., an Arkansas corporation ("Pet Quarters") and
Xxxx Xxxxxxxxxx, an individual residing in the State of Pennsylvania
("Xxxxxxxxxx").

         WHEREAS, Humboldt Industries, Inc., a Pennsylvania corporation
("Humboldt"), is a wholly owned subsidiary of PQ Acquisition Company, Inc., an
Arkansas corporation and wholly owned subsidiary of Pet Quarters; and

         WHEREAS, Pet Quarters recently negotiated a Modification of Note and
Pledge Agreement between the Sun Valley Trust of July 30, 1999, as Lender, and
Pet Quarters; and

         WHEREAS, Xxxxxxxxxx, in accordance with and pursuant to the
Modification of Note and Pledge Agreement, has agreed to become Chief Executive
Officer of Humboldt; and

         WHEREAS, Xxxxxxxxxx and Humboldt entered into an Employment Agreement
dated November 10, 1999;

         NOW, THEREFORE, in consideration of the mutual promises contained
herein, and other good and valuable consideration, the receipt of which is
hereby acknowledged, and the understanding of the parties agree to be mutually
bound hereby, the parties hereto agree as follows:

         1. Xxxxxxxxxx shall resign as Chief Executive Officer of Humboldt when
requested, in writing, to do so by the Board of Directors of Pet Quarters.

         2. For a period of six (6) months commencing November 10, 1999,
Xxxxxxxxxx shall be, stay and remain employed by Humboldt, in some capacity, so
as to not create an event of default under Paragraph 10(N) of the Collateral
Pledge Agreement, as modified by the Modification of Note and Pledge Agreement,
provided that no other defaults exists and are continuing thereunder at such
time. In the event of a material default under the Modification of Note and
Pledge Agreement by Pet Quarters, or any related documents, such that the
lender commences foreclosure or other legal remedies (including self-help),
Xxxxxxxxxx, may, in his sole and absolute discretion, resign all employment
from Humboldt by giving written notification to the Board of Directors of
Humboldt and Pet Quarters. While serving as Humboldt's Chief Executive Officer,
Xxxxxxxxxx shall cooperate and, at the specific request of Pet Quarters assist
Pet Quarters, at its expense, in its efforts to recapitalize and/or raise funds
to pay and retire the indebtedness to the Sun Valley Trust of July 30, 1999.
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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first set forth above.

                                                PET QUARTERS, INC.


                                            By:
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                                                Xxxxx Xxxxxxx, President


                                                --------------------------------
                                                Xxxx Xxxxxxxxxx, Individually