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

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

                         W I T N E S S E T H:

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

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

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

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

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

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

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

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




               (Executions Appear on Following Page)





    Exhibit 99.2




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



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

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


                                       Date of Execution by Buyer:  4/27/01



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

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

                                       Date of Execution by Seller:  4/27/01



                               -2-

   Exhibit 99.2