DISCLAIMER OF MAXPETSUPPLY.COM

This Disclaimer Statement ("Disclaimer") governs your ("User" or "You") use of the Maxpetsupply.com's Web Site ("Web Site") provided by Max Pet, Inc. ("Max Pet, Inc. "). User Access of the Web Site is an acceptance of this Disclaimer in its entirety. The Disclaimer is subject to change by the Max Pet, Inc. at any time in its sole discretion. Your use of the Web Site after such changes are implemented constitutes your acceptance of the changes. Please consult this Disclaimer and Terms and Conditions regularly. This Disclaimer was last updated: June 1, 2004. If you do not accept this Disclaimer then do not access the Web Site.

1. Disclaimer.

   User will have access to a variety of sources of content through the Internet. Max Pet, Inc. has made no effort to verify the accuracy or suitability of any information contained in any such sources other than what is on Maxpetsupply.com. Accordingly, Max Pet, Inc. will have no liability or responsibility whatsoever for any content contained within any such sources. User access, use, and reliance upon such content is solely at User's own risk. User understands further that the Internet contains unedited materials, some of which are sexually explicit or may be offensive. User access to such materials is solely at User's risk. Max Pet, Inc. has no control over and accepts no responsibility whatsoever for such materials.

   User understands that, except for information, products or services clearly identified as being supplied by Max Pet, Inc. on the Web Site, then Max Pet, Inc. does not control or endorse any information, products or services, nor operates any other web site, on the Internet in any way. User also understands that Max Pet, Inc. cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of infection or viruses, worms, caterpillars, hydras, spam, spyware, Trojan horses or other code that manifest contaminating or destructive properties. Each User is responsible for implementing sufficient procedures, safeguards, firewalls, virus scanning programs and checkpoints to protect User's computer, hardware, software, files and to satisfy User's particular requirements for accuracy of data input and output, and for maintaining any means external to the Web Site for the reconstruction of any lost data. Max Pet, Inc. does not assume any responsibility or risk for User's use of the Internet.

   MAXPET, INC. EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO ANY CONTENT ACCESSIBLE WITHIN OR THROUGH THE WEB SITE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. ALL PRODUCTS ARE SOLD AS IS.

2. Limitation on Liability.

   Max Pet, Inc., its Licensors, service providers, content providers, employees, agents, officers and directors will not be liable for any incidental, indirect, consequential, or special damages, including loss of revenue or income, pain and suffering, emotional distress or similar damages, even if Max Pet, Inc. has been advised of the possibility of such damages. In no event will the collective liability of Max Pet, Inc. and its Licensors, service providers, content providers, employees, agents, officers and directors to any party (regardless of the form of action, whether in contract, tort or otherwise) exceed the amount User has paid to Max Pet, Inc. for the applicable purchased product(s) out of which liability arose. See Return Policy for additional information.

3. Indemnity.

   User will indemnify and hold Max Pet, Inc., its Licensors, content providers, service providers and contractors (the "Indemnified Parties") harmless from any breach of this Disclaimer by User, including any use of Content other than as expressly authorized in this Disclaimer. User agrees that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and agrees to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees of the Indemnified Parties in connection therewith. User will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of User's use of the information accessed from the Web Site.

4. Miscellaneous.
   1. Headings. The headings of Sections of this Disclaimer are for ease of reference only and shall not be admissible in any action to alter, modify or interpret the contents of any Section hereof.

   2. Severability. If any Section or provision of this Disclaimer be held illegal, unenforceable or in conflict with any law by a court of competent jurisdiction or arbitral tribunal, such Section or provision of this Disclaimer shall be deemed severed from this Disclaimer and the validity of the remainder of this Disclaimer shall not be affected thereby.

   3. Governing Law. This Disclaimer shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania applicable to contracts made and to be enforced wholly within the Commonwealth of Pennsylvania.

   4. Submission to Jurisdiction. The parties to this Disclaimer each specifically consent to jurisdiction in the Commonwealth of Pennsylvania in connection with any dispute between the parties arising out of this Disclaimer or pertaining to the subject matter hereof.

   5. Venue. The parties to this Disclaimer each agree that venue for any dispute between the parties arising out of this Disclaimer or pertaining to the subject matter hereof may be had in the Federal District Court for the Middle District of Pennsylvania or in the state courts of the Commonwealth of Pennsylvania sitting in York County, Pennsylvania.

   6. Notices. All notices or other written communications required or permitted under this Disclaimer shall be given in writing by courier or reputable overnight delivery services, or by certified mail, return receipt requested to either party at its address set forth below or to such address as such party may subsequently indicate in writing in the manner specified in this Section:
      MaxPet, Inc.
      C/O Patrick Loftus, President
      P.O. Box 308
      Airville, Pennsylvania 17302

   7. Waivers and Amendments. The waiver by either party of any provision of this Disclaimer on any occasion and upon any particular circumstances shall not operate as a waiver of such provision of this Disclaimer on any other occasion or upon any other circumstances. This Disclaimer may be waived or amended only in writing and signed by both parties.

   8. Survival. Sections 3, 4 and 5 of this Disclaimer, and any other provision that, in accordance with its terms is intended to survive this Disclaimer, shall survive the expiration or termination of this Disclaimer for any reason.

   9. Assignment. Neither party may assign its rights or delegate its duties under this Disclaimer except that (i) either party may assign its rights to receive payments under this Disclaimer to a secured creditor, (ii) either party may subcontract for the performance of any of its obligations under this Disclaimer, and (iii) Max Pet, Inc., may assign its rights if it is acquired, merged, or changes its business structure (such as partnership, corporation or sole proprietorship).

   10. Complete Agreement/Incorporation. This Disclaimer, along with the Terms and Conditions, and Privacy Statement contains the complete understanding of the parties with respect to the subject matter hereof and supersedes all other agreements, understandings, communications and promises of any kind, whether oral or in writing.