THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED
OR OTHERWISE  DISPOSED OF UNLESS  REGISTERED  UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR PETCARE TELEVISION NETWORK,  INC. SHALL HAVE
RECEIVED AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY  TO PETCARE  TELEVISION
NETWORK,  INC. THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

                   SERIES C COMMON STOCK PURCHASE WARRANT FOR

                             SHARES OF COMMON STOCK

                                       OF

                        PETCARE TELEVISION NETWORK, INC.

                             Expires March 15, 2006

                                                       Number of Shares: 250,000
Date of Issuance: March 16, 2005                       Warrant No. 03-1605-AC

      FOR VALUE RECEIVED,  subject to the provisions  hereinafter set forth, the
undersigned,  PetCARE Television Network,  Inc., a Florida corporation (together
with its successors  and assigns,  the  "Issuer"),  hereby  certifies that Vicis
Capital Master Series Trust or its  registered  assigns is entitled to subscribe
for and purchase,  during the Term (as hereinafter  defined), up to Five hundred
thousand (250,000) shares (subject to adjustment as hereinafter provided) of the
duly authorized,  validly issued, fully paid and non-assessable  Common Stock of
the  Issuer,  at an  exercise  price  per share of a  minimum  of $0.10  subject
however,  to the provisions and upon the terms and  conditions  hereinafter  set
forth in Section 2(c).  Capitalized terms used in this Warrant and not otherwise
defined herein shall have the respective meanings specified in Section 9 hereof.

      1. Term.  The term of this  Warrant  shall  commence on March 16, 2005 and
shall expire at 5:00 p.m.,  Eastern  Time,  on March 15, 2006 (such period being
the "Term").

      2.  Method of Exercise  Payment;  Issuance of New  Warrant;  Transfer  and
Exchange.

      (a) Time of Exercise.  The purchase rights represented by this Warrant may
be  exercised in whole or in part during the Term  commencing  on March 16, 2005
and expiring on March 15, 2006.
<PAGE>

      (b) Method of Exercise.  The Holder hereof may exercise  this Warrant,  in
whole or in part,  by the  surrender  of this Warrant  (with the  exercise  form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment  to the  Issuer  of an  amount of  consideration  therefor  equal to the
Warrant Price,  payable at such Holder's  election by certified or official bank
check  or by wire  transfer  to an  account  designated  by the  Issuer.  If the
Company's  Registration  Statement  has not been declared  effective  within two
hundred and seventy  (270) days from the date hereof,  the Series C Warrants may
be exercised on a cashless basis.

      (c) Exercise  Price.  The  Exercise  Price of this Warrant is equal to one
hundred  percent (100%) of the  Conversion  Price of the  accompanying  Series A
Convertible  Debenture which is set at twenty-five percent (25%) discount to the
five-day  Volume  Weighted  Average  Closing Price ("VWAP") prior to the Closing
Date of the Series A  Convertible  Debenture or ten cents  ($.10),  whichever is
greater.

      (d)  Issuance of Stock  Certificates.  In the event of any exercise of the
rights  represented by this Warrant in accordance  with and subject to the terms
and  conditions  hereof,  (i)  certificates  for the shares of Warrant  Stock so
purchased  shall be dated the date of such  exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) Trading Days after such
exercise and the Holder hereof shall be deemed for all purposes to be the holder
of the shares of Warrant Stock so purchased as of the date of such exercise and,
unless this Warrant has expired, a new Warrant representing the number of shares
of Warrant Stock, if any, with respect to which this Warrant shall not then have
been exercised shall also be issued to the Holder hereof at the Issuer's expense
within such time.

      (e) Transferability of Warrant. Subject to provisions herein, this Warrant
may be transferred by a Holder without the consent of the Issuer. If transferred
pursuant to this  paragraph and subject to the  provisions of subsection  (f) of
this  Section 2, this Warrant may be  transferred  on the books of the Issuer by
the Holder hereof in person or by duly  authorized  attorney,  upon surrender of
this Warrant at the principal  office of the Issuer,  properly  endorsed (by the
Holder  executing an assignment in the form attached hereto) and upon payment of
any  necessary  transfer  tax or other  governmental  charge  imposed  upon such
transfer. This Warrant is exchangeable at the principal office of the Issuer for
Warrants  for the  purchase  of the same  aggregate  number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of  Warrant  Stock as the  Holder  hereof  shall  designate  at the time of such
exchange. All Warrants issued on transfers or exchanges shall be dated as of the
Original  Issue Date and shall be identical  with this Warrant  except as to the
name of the Holder or the number of shares of Warrant Stock, as applicable.

      (f) Continuing Rights of Holder. The Issuer will, at the time of or at any
time after each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge  in writing the  extent,  if any, of its  continuing  obligation  to
afford to such  Holder all  rights to which such  Holder  shall  continue  to be
entitled  after such  exercise  in  accordance  with the terms of this  Warrant,
provided  that if any such  Holder  shall  fail to make any  such  request,  the
failure shall not affect the continuing  obligation of the Issuer to afford such
rights to such Holder.


                                       2
<PAGE>

      (g) Compliance with Securities Laws.

            (i) The Holder of this Warrant,  by acceptance hereof,  acknowledges
      that this  Warrant  or the  shares  of  Warrant  Stock to be  issued  upon
      exercise hereof are being acquired solely for the Holder's own account and
      not as a nominee for any other  party,  and for  investment,  and that the
      Holder will not offer,  sell or  otherwise  dispose of this Warrant or any
      shares of Warrant Stock to be issued upon exercise  hereof except pursuant
      to an effective registration statement, or an exemption from registration,
      under the Securities Act and any applicable state securities laws.

            (ii) Except as provided in paragraph  (iii) below,  this Warrant and
      all certificates representing shares of Warrant Stock issued upon exercise
      hereof shall be stamped or imprinted  with a legend in  substantially  the
      following form:

      THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE  HEREOF
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      "SECURITIES  ACT")  OR ANY  STATE  SECURITIES  LAWS  AND MAY NOT BE  SOLD,
      TRANSFERRED  OR  OTHERWISE   DISPOSED  OF  UNLESS   REGISTERED  UNDER  THE
      SECURITIES  ACT AND UNDER  APPLICABLE  STATE  SECURITIES  LAWS OR  PETCARE
      TELEVISION  NETWORK,  INC.  SHALL  HAVE  RECEIVED  AN  OPINION  OF COUNSEL
      REASONABLY   SATISFACTORY  TO  PETCARE  TELEVISION   NETWORK,   INC.  THAT
      REGISTRATION  OF SUCH  SECURITIES  UNDER THE  SECURITIES ACT AND UNDER THE
      PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

            (iii) The Issuer  agrees to  reissue  this  Warrant or  certificates
      representing any of the Warrant Stock,  without the legend set forth above
      if at such time, prior to making any transfer of any such securities,  the
      Holder shall give written  notice to the Issuer  describing the manner and
      terms of such transfer and removal as the Issuer may  reasonably  request.
      Such proposed  transfer and removal will not be effected until: (a) either
      (i) the Issuer has received an opinion of counsel reasonably  satisfactory
      to the Issuer,  to the effect  that the  registration  of such  securities
      under the Securities Act is not required in connection  with such proposed
      transfer,  (ii) a registration statement under the Securities Act covering
      such proposed disposition has been filed by the Issuer with the Securities
      and Exchange Commission and has become effective under the Securities Act,
      (iii) the Issuer has received other evidence  reasonably  satisfactory  to
      the Issuer that such registration and  qualification  under the Securities
      Act and  state  securities  laws  are not  required,  or (iv)  the  Holder
      provides the Issuer with  reasonable  assurances that such security can be
      sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the
      Issuer has received an opinion of counsel  reasonably  satisfactory to the
      Issuer,  to the  effect  that  registration  or  qualification  under  the
      securities  or "blue sky" laws of any state is not required in  connection
      with such proposed  disposition,  or (ii) compliance with applicable state
      securities  or "blue  sky"  laws has been  effected  or a valid  exemption
      exists with  respect  thereto.  The Issuer will respond to any such notice
      from a holder  within five (5) business  days. In the case of any proposed
      transfer  under this Section,  the Issuer will use  reasonable  efforts to
      comply with any such applicable  state  securities or "blue sky" laws, but
      shall in no event be required,  (x) to qualify to do business in any state
      where it is not then qualified,  (y) to take any action that would subject
      it to tax or to the  general  service of process in any state  where it is
      not then  subject,  or (z) to comply with state  securities  or "blue sky"
      laws of any state for which registration by coordination is unavailable to
      the Issuer.  The restrictions on transfer  contained in this Section shall
      be in addition to, and not by way of limitation of, any other restrictions
      on transfer contained in any other section of this Warrant.


                                       3
<PAGE>

      (h) In no event may the Holder  exercise  this Warrant in whole or in part
unless the Holder is an  "accredited  investor" as defined in Regulation D under
the Securities Act.

      3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

      (a) Stock Fully  Paid.  The Issuer  represents,  warrants,  covenants  and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise  hereunder  will,  when issued in accordance  with the
terms of this  Warrant,  be duly  authorized,  validly  issued,  fully  paid and
non-assessable  and free from all taxes, liens and charges created by or through
Issuer.  The Issuer  further  covenants and agrees that during the period within
which  this  Warrant  may be  exercised,  the  Issuer  will  at all  times  have
authorized  and  reserved  for the  purpose of the issue upon  exercise  of this
Warrant  a  sufficient  number of shares  of  Common  Stock to  provide  for the
exercise of this Warrant.

      (b) Reservation. If any shares of Common Stock required to be reserved for
issuance  upon  exercise  of this  Warrant or as  otherwise  provided  hereunder
require registration or qualification with any governmental  authority under any
federal or state law before  such  shares may be so issued,  the Issuer  will in
good faith use its reasonable best efforts as  expeditiously  as possible at its
expense to cause such shares to be duly  registered or qualified.  If the Issuer
shall list any shares of Common  Stock on any  securities  exchange or market it
will, at its expense,  list thereon,  maintain and increase when  necessary such
listing,  of all shares of Warrant  Stock from time to time issued upon exercise
of this Warrant or as otherwise provided  hereunder  (provided that such Warrant
Stock  has been  registered  pursuant  to a  registration  statement  under  the
Securities  Act then in  effect),  and,  to the  extent  permissible  under  the
applicable securities exchange rules, all unissued shares of Warrant Stock which
are at any time issuable hereunder,  so long as any shares of Common Stock shall
be so  listed.  The  Issuer  will also so list on each  securities  exchange  or
market, and will maintain such listing of, any other securities which the Holder
of this  Warrant  shall be entitled to receive upon the exercise of this Warrant
if at the time  any  securities  of the  same  class  shall  be  listed  on such
securities exchange or market by the Issuer.


                                       4
<PAGE>

      (c)  Covenants.  The  Issuer  shall not by any action  including,  without
limitation, amending the Articles of Incorporation or the by-laws of the Issuer,
or  through  any  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution,  issue or sale of securities or any other action,  avoid or seek to
avoid the  observance or  performance  of any of the terms of this Warrant,  but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such actions as may be necessary or  appropriate to protect
the rights of the Holder  hereof  against  dilution (to the extent  specifically
provided  herein)  or  impairment.   Without  limiting  the  generality  of  the
foregoing,  the Issuer will (i) not permit the par value,  if any, of its Common
Stock to exceed the then effective  Warrant Price,  (ii) not amend or modify any
provision  of the  Articles  of  Incorporation  or  by-laws of the Issuer in any
manner that would adversely  affect the rights of the Holders of the Warrants in
their capacity as Holders of the Warrants,  (iii) take all such action as may be
reasonably  necessary  in order that the Issuer may validly  and  legally  issue
fully  paid and  nonassessable  shares  of Common  Stock,  free and clear of any
liens,  claims,  encumbrances and  restrictions  (other than as provided herein)
upon the exercise of this Warrant,  and (iv) use its reasonable  best efforts to
obtain  all  such  authorizations,   exemptions  or  consents  from  any  public
regulatory body having  jurisdiction  thereof as may be reasonably  necessary to
enable the Issuer to perform its obligations under this Warrant.

      (d) Loss,  Theft,  Destruction  of  Warrants.  Upon  receipt  of  evidence
satisfactory to the Issuer of the ownership of and the loss, theft,  destruction
or  mutilation  of any  Warrant  and,  in the  case of any such  loss,  theft or
destruction,  upon receipt of indemnity or security  satisfactory  to the Issuer
or, in the case of any such mutilation,  upon surrender and cancellation of such
Warrant,  the  Issuer  will  make and  deliver,  in lieu of such  lost,  stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

      4.  Adjustment of Warrant  Price and Warrant  Share Number.  The number of
shares of Common Stock for which this Warrant is  exercisable,  and the price at
which such  shares may be  purchased  upon  exercise of this  Warrant,  shall be
subject  to  adjustment  from time to time as set forth in this  Section  4. The
Issuer shall give the Holder notice of any event  described below which requires
an adjustment pursuant to this Section 4 in accordance with Section 5.

      (a)  Recapitalization,  Reorganization,  Reclassification,  Consolidation,
Merger or Sale.

            (i) In case the Issuer after the Original Issue Date shall do any of
      the following (each, a "Triggering  Event"): (a) consolidate or merge with
      or into another  corporation where the holders of outstanding Voting Stock
      prior  to  such  merger  or  consolidation  do  not  own  over  50% of the
      outstanding Voting Stock of the merged or consolidated  entity immediately
      after such merger or  consolidation,  or (b) sell all or substantially all
      of its properties or assets to any other Person,  or (c) change the Common
      Stock to the same or different number of shares of any class or classes of
      stock,  whether by reclassification,  exchange,  substitution or otherwise
      (other  than by way of a stock  split or  combination  of  shares or stock
      dividends or distributions  provided for in Section 4(b) or Section 4(c)),
      or (d) effect a capital reorganization (other than by way of a stock split
      or combination of shares or stock dividends or distributions  provided for
      in  Section  4(b) or  Section  4(c)),  then,  and in the case of each such
      Triggering  Event,  proper provision shall be made so that, upon the basis
      and the terms and in the manner  provided in this  Warrant,  the Holder of
      this Warrant shall be entitled upon the exercise  hereof at any time after
      the  consummation of such Triggering  Event, to the extent this Warrant is
      not exercised  prior to such  Triggering  Event, to receive at the Warrant
      Price in effect at the time immediately  prior to the consummation of such
      Triggering  Event in lieu of the Common Stock  issuable upon such exercise
      of this Warrant prior to such Triggering  Event, the securities,  cash and
      property  to  which  such  Holder  would  have  been   entitled  upon  the
      consummation  of such  Triggering  Event if such Holder had  exercised the
      rights represented by this Warrant  immediately prior thereto,  subject to
      adjustments  (subsequent to such corporate action) as nearly equivalent as
      possible to the adjustments provided for elsewhere in this Section 4.


                                       5
<PAGE>

            (ii)  Notwithstanding  anything  contained  in this  Warrant  to the
      contrary,  a  Triggering  Event shall not be deemed to have  occurred  if,
      prior to the  consummation  thereof,  each Person  (other than the Issuer)
      which may be required to deliver any securities, cash or property upon the
      exercise  of this  Warrant as provided  herein  shall  assume,  by written
      instrument  delivered to, and  reasonably  satisfactory  to, the Holder of
      this Warrant, (A) the obligations of the Issuer under this Warrant (and if
      the Issuer shall survive the consummation of such Triggering  Event,  such
      assumption shall be in addition to, and shall not release the Issuer from,
      any  continuing  obligations of the Issuer under this Warrant) and (B) the
      obligation  to deliver to such Holder such shares of  securities,  cash or
      property  as,  in  accordance  with  the  foregoing   provisions  of  this
      subsection (a), such Holder shall be entitled to receive,  and such Person
      shall have  similarly  delivered to such Holder a written  acknowledgement
      executed  by the  President  or Chief  Financial  Officer of the  Company,
      stating  that this  Warrant  shall  thereafter  continue in full force and
      effect and the terms hereof  (including,  without  limitation,  all of the
      provisions of this  subsection (a)) shall be applicable to the securities,
      cash or property  which such  Person may be  required to deliver  upon any
      exercise of this Warrant or the exercise of any rights pursuant hereto.

      (b) Adjustments for Issuance of Additional  Shares of Common Stock. In the
event the  Company,  shall,  at any time,  from time to time,  issue or sell any
additional shares of Common Stock or securities convertible into or exchangeable
for shares of Common Stock to a third party for a  consideration  per share less
than the Conversion  Price of the Note then in effect  immediately  prior to the
time of such issue or sale,  then,  forthwith  upon such  issuance or sale,  the
Conversion  Price  then in  effect  shall  be  reduced  to a price  equal to the
consideration  per share paid for such  securities.  Accordingly,  the  Exercise
Price  of the  Warrant  will be  adjusted  to  reflect  the same  percentage  of
reduction as in the Conversion Price adjustment.

      (c) Stock  Dividends,  Subdivisions and  Combinations.  If at any time the
Issuer shall:

            (i) make or issue or set a record date for the holders of its Common
      Stock for the purpose of entitling them to receive a dividend  payable in,
      or other distribution of, shares of Common Stock,

            (ii) effect a stock split of its outstanding  shares of Common Stock
      into a larger number of shares of Common Stock, or


                                       6
<PAGE>

            (iii) combine its outstanding  shares of Common Stock into a smaller
      number of shares of Common Stock,

then (1) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  occurrence  of such event would own or be entitled to
receive  after the  happening of such event,  and (2) the Warrant  Price then in
effect  shall  be  adjusted  to  equal  (A) the  Warrant  Price  then in  effect
multiplied  by the number of shares of Common  Stock for which  this  Warrant is
exercisable  immediately  prior to the  adjustment  divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable  immediately  after
such adjustment.

Notwithstanding  the  foregoing,  if such  record date shall have been fixed and
such dividend is not fully paid or if such distribution is not fully made on the
date fixed  therefor,  the  Warrant  Price  shall be  adjusted  pursuant to this
paragraph as of the time of actual payment of such dividends or distributions.

      (d) Certain Other  Distributions.  If at any time the Issuer shall make or
issue or set a record  date for the  determination  of the holders of its Common
Stock for the  purpose  of  entitling  them to  receive  any  dividend  or other
distribution of:

            (i)   cash  (other than a cash  dividend  payable out of earnings or
                  earned surplus legally  available for the payment of dividends
                  under the laws of the  jurisdiction  of  incorporation  of the
                  Issuer),

            (ii)  any evidences of its indebtedness,  any shares of stock of any
                  class  or any  other  securities  or  property  of any  nature
                  whatsoever  (other  than cash,  Common  Stock  Equivalents  or
                  Additional Shares of Common Stock), or

            (iii) any warrants or other rights to subscribe  for or purchase any
                  evidences  of its  indebtedness,  any  shares  of stock of any
                  class  or any  other  securities  or  property  of any  nature
                  whatsoever  (other  than cash,  Common  Stock  Equivalents  or
                  Additional Shares of Common Stock),

then (1) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable  shall be  adjusted  to equal the product of the number of shares of
Common Stock for which this  Warrant is  exercisable  immediately  prior to such
adjustment  multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator  of which  shall be such Per Share  Market  Value  minus the  amount
allocable to one share of Common Stock of any such cash so distributable  and of
the fair value (as  determined  in good faith by the Board of  Directors  of the
Issuer and supported by an opinion from an investment banking firm of recognized
national standing acceptable to (but not affiliated with) the Holder) of any and
all such  evidences  of  indebtedness,  shares of  stock,  other  securities  or
property or warrants or other  subscription or purchase rights so distributable,
and (2) the  Warrant  Price then in effect  shall be  adjusted  to equal (A) the
Warrant Price then in effect  multiplied by the number of shares of Common Stock
for which  this  Warrant  is  exercisable  immediately  prior to the  adjustment
divided  by (B) the number of shares of Common  Stock for which this  Warrant is
exercisable immediately after such adjustment.  A reclassification of the Common
Stock  (other  than a change in par value,  or from par value to no par value or
from no par value to par value)  into  shares of Common  Stock and shares of any
other class of stock shall be deemed a distribution by the Issuer to the holders
of its  Common  Stock of such  shares of such  other  class of stock  within the
meaning of this  Section  4(c) and, if the  outstanding  shares of Common  Stock
shall be changed into a larger or smaller  number of shares of Common Stock as a
part of such  reclassification,  such change  shall be deemed a  subdivision  or
combination,  as the case may be, of the  outstanding  shares  of  Common  Stock
within the meaning of Section 4(b).


                                       7
<PAGE>

Notwithstanding  the  foregoing,  if such  record date shall have been fixed and
such dividend is not fully paid or if such distribution is not fully made on the
date fixed  therefor,  the  Warrant  Price  shall be  adjusted  pursuant to this
Section  4(d)  as  of  the  time  of  actual   payment  of  such   dividends  or
distributions.

      (e)  Purchase  of Common  Stock by the  Issuer.  If the Issuer at any time
while this  Warrant is  outstanding  shall,  directly  or  indirectly  through a
Subsidiary or  otherwise,  purchase,  redeem or otherwise  acquire any shares of
Common Stock at a price per share greater than the Per Share Market Value,  then
the Warrant Price upon each such purchase,  redemption or  acquisition  shall be
adjusted  to that  price  determined  by  multiplying  such  Warrant  Price by a
fraction (i) the numerator of which shall be the number of shares of Outstanding
Common Stock immediately prior to such purchase, redemption or acquisition minus
the number of shares of Common Stock which the aggregate  consideration  for the
total number of such shares of Common Stock so  purchased,  redeemed or acquired
would purchase at the Per Share Market Value;  and (ii) the denominator of which
shall be the number of shares of Outstanding Common Stock immediately after such
purchase,  redemption or acquisition.  For the purposes of this subsection,  the
date as of which the Per  Share  Market  Price  shall be  computed  shall be the
earlier of (x) the date on which the Issuer shall enter into a firm contract for
the purchase, redemption or acquisition of such Common Stock, or (y) the date of
actual  purchase,  redemption  or  acquisition  of such  Common  Stock.  For the
purposes of this subsection,  a purchase,  redemption or acquisition of a Common
Stock  Equivalent  shall be deemed to be a  purchase  of the  underlying  Common
Stock,  and the  computation  herein  required shall be made on the basis of the
full  exercise,  conversion  or exchange of such Common Stock  Equivalent on the
date as of which such computation is required hereby to be made,  whether or not
such  Common  Stock   Equivalent  is  actually   exercisable,   convertible   or
exchangeable on such date.

      (f) Other  Provisions  applicable to Adjustments  under this Section.  The
following  provisions  shall be applicable to the making of  adjustments  of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Warrant Price then in effect provided for in this Section 4:

            (i)  Fractional  Interests.  In  computing  adjustments  under  this
Section 4,  fractional  interests in Common Stock shall be taken into account to
the nearest one one-hundredth (1/100th) of a share.


                                       8
<PAGE>

            (ii) When Adjustment Not Required. If the Issuer shall take a record
of the holders of its Common Stock for the purpose of entitling  them to receive
a  dividend  or  distribution  or  subscription  or  purchase  rights and shall,
thereafter and before the distribution to stockholders thereof,  legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights,  then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment  previously made in respect thereof shall
be rescinded and annulled.

      (g) Form of Warrant after  Adjustments.  The form of this Warrant need not
be changed  because of any  adjustments  in the Warrant  Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

      (h) Escrow of Warrant Stock. If after any property  becomes  distributable
pursuant to this  Section 4 by reason of the taking of any record of the holders
of Common Stock,  but prior to the occurrence of the event for which such record
is taken,  and the Holder  exercises  this  Warrant,  any shares of Common Stock
issuable  upon  exercise by reason of such  adjustment  shall be deemed the last
shares of Common Stock for which this Warrant is exercised  (notwithstanding any
other provision to the contrary  herein) and such shares or other property shall
be held in escrow for the  Holder by the Issuer to be issued to the Holder  upon
and to the extent  that the event  actually  takes  place,  upon  payment of the
current  Warrant  Price.  Notwithstanding  any other  provision  to the contrary
herein,  if the event  for  which  such  record  was taken  fails to occur or is
rescinded,  then such  escrowed  shares  shall be  cancelled  by the  Issuer and
escrowed property returned.

      5. Notice of  Adjustments.  Whenever  the Warrant  Price or Warrant  Share
Number  shall be adjusted  pursuant  to Section 4 hereof  (for  purposes of this
Section 5, each an  "adjustment"),  the Issuer  shall cause its Chief  Financial
Officer to prepare  and  execute a  certificate  setting  forth,  in  reasonable
detail,  the event requiring the adjustment,  the amount of the adjustment,  the
method by which such  adjustment was calculated  (including a description of the
basis on which the Board  made any  determination  hereunder),  and the  Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such  certificate  to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with  respect to the matters set forth in such  certificate  may at
the option of the Holder of this  Warrant be  submitted  to one of the  national
accounting  firms  currently  known as the "big four"  selected  by the  Holder,
provided  that the Issuer shall have ten (10) days after  receipt of notice from
such Holder of its selection of such firm to object thereto,  in which case such
Holder shall select another such firm and the Issuer shall have no such right of
objection.  The firm  selected by the Holder of this  Warrant as provided in the
preceding  sentence shall be instructed to deliver a written  opinion as to such
matters to the Issuer and such Holder within  thirty (30) days after  submission
to it of such  dispute.  Such opinion  shall be final and binding on the parties
hereto.

      6. Fractional Shares. No fractional shares of Warrant Stock will be issued
in connection with any exercise hereof,  but in lieu of such fractional  shares,
the Issuer shall make a cash payment  therefor equal in amount to the product of
the applicable fraction multiplied by the Per Share Market Value then in effect.


                                       9
<PAGE>

      7. Ownership Cap and Certain Exercise Restrictions.

            (a)  Notwithstanding  anything  to the  contrary  set  forth in this
Warrant,  at no time may a Holder of this Warrant  exercise  this Warrant if the
number of shares of Common Stock to be issued  pursuant to such  exercise  would
exceed,  when  aggregated  with all other  shares of Common  Stock owned by such
Holder at such time,  the number of shares of Common Stock which would result in
such Holder  owning more than 4.999% of all of the Common Stock  outstanding  at
such time; provided,  however,  that upon a holder of this Warrant providing the
Issuer with  sixty-one  (61) days notice  (pursuant  to Section 13 hereof)  (the
"Waiver  Notice")  that such Holder  would like to waive this  Section 7(a) with
regard to any or all  shares of Common  Stock  issuable  upon  exercise  of this
Warrant, this Section 7(a) will be of no force or effect with regard to all or a
portion of the Warrant referenced in the Waiver Notice; provided,  further, that
this provision  shall be of no further force or effect during the sixty-one (61)
days immediately preceding the expiration of the term of this Warrant.

            (b) The Holder may not exercise the Warrant  hereunder to the extent
such exercise would result in the Holder  beneficially  owning (as determined in
accordance  with Section 13(d) of the Exchange Act and the rules  thereunder) in
excess of 9.999% of the then  issued  and  outstanding  shares of Common  Stock,
including  shares issuable upon exercise of the Warrant held by the Holder after
application  of this  Section;  provided,  however,  that  upon a holder of this
Warrant  providing  the Company with a Waiver Notice that such holder would like
to waive this  Section  7(b) with  regard to any or all  shares of Common  Stock
issuable upon  exercise of this Warrant,  this Section 7(b) shall be of no force
or effect with regard to those shares of Warrant Stock  referenced in the Waiver
Notice;  provided,  further, that this provision shall be of no further force or
effect during the sixty-one  (61) days  immediately  preceding the expiration of
the term of this Warrant.

      8. Registration Rights. Within one-hundred twenty (120) days from the date
of the Warrant, the Company shall file a Registration Statement on Form SB-2 (or
an alternative  available form) covering the underlying equity position Warrant,
and the Company will keep said Registration  Statement effective for a period of
three years, subject to customary carve-outs.

      9. Definitions. For the purposes of this Warrant, the following terms have
the following meanings:

            "Articles of  Incorporation"  means the Articles of Incorporation of
      the Issuer as in effect on the Original  Issue Date, and as hereafter from
      time to time  amended,  modified,  supplemented  or restated in accordance
      with the terms hereof and thereof and pursuant to applicable law.

            "Board" shall mean the Board of Directors of the Issuer.

            "Capital   Stock"  means  and  includes  (i)  any  and  all  shares,
      interests, participations or other equivalents of or interests in (however
      designated)  corporate stock,  including,  without  limitation,  shares of
      preferred or preference  stock,  (ii) all partnership  interests  (whether
      general  or  limited)  in any  Person  which is a  partnership,  (iii) all
      membership interests or limited liability company interests in any limited
      liability  company,  and (iv) all  equity or  ownership  interests  in any
      Person of any other type.


                                       10
<PAGE>

            "Common  Stock" means the Common Stock,  par value $.0005 per share,
      of the  Issuer  and any other  Capital  Stock  into  which  such stock may
      hereafter be changed.

            "Convertible Securities" means evidences of Indebtedness,  shares of
      Capital  Stock  or  other  Securities  which  are or  may  be at any  time
      convertible  into or exchangeable  for Additional  Shares of Common Stock.
      The term "Convertible Security" means one of the Convertible Securities.

            "Exercise  Price"  means the  amount  equal to one  hundred  percent
      (100%) of the Conversion  Price of the  accompanying  Series A Convertible
      Debenture  which  is set at  twenty-five  percent  (25%)  discount  to the
      five-day  Volume  Weighted  Average  Closing Price  ("VWAP")  prior to the
      Closing Date of the Series A  Convertible  Debenture or ten cents  ($.10),
      whichever is greater.

            "Governmental  Authority"  means  any  governmental,  regulatory  or
      self-regulatory entity, department, body, official, authority, commission,
      board,  agency or  instrumentality,  whether federal,  state or local, and
      whether domestic or foreign.

            "Holders"  mean the  Persons  who  shall  from  time to time own any
      Warrant. The term "Holder" means one of the Holders.

            "Independent  Appraiser"  means a  nationally  recognized  or  major
      regional  investment banking firm or firm of independent  certified public
      accountants of recognized  standing  (which may be the firm that regularly
      examines the financial statements of the Issuer) that is regularly engaged
      in the business of appraising the Capital Stock or assets of  corporations
      or other  entities as going  concerns,  and which is not  affiliated  with
      either the Issuer or the Holder of any Warrant.

            "Issuer"  means  PetCARE   Television   Network,   Inc.,  a  Florida
      corporation, and its successors.

            "Majority  Holders"  means  at any  time  the  Holders  of  Warrants
      exercisable  for a majority of the shares of Warrant Stock  issuable under
      the Warrants at the time outstanding.

            "Original Issue Date" means March 16, 2005.

            "OTC Bulletin Board" means the over-the-counter  electronic bulletin
      board.

            "Other  Common"  means any other  Capital Stock of the Issuer of any
      class which shall be authorized at any time after the date of this Warrant
      (other than Common Stock) and which shall have the right to participate in
      the  distribution of earnings and assets of the Issuer without  limitation
      as to amount.


                                       11
<PAGE>

            "Outstanding  Common Stock" means,  at any given time, the aggregate
      amount of  outstanding  shares of Common Stock,  assuming  full  exercise,
      conversion or exchange (as applicable) of all options,  warrants and other
      Securities which are convertible into or exercisable or exchangeable  for,
      and  any  right  to  subscribe  for,  shares  of  Common  Stock  that  are
      outstanding at such time.

            "Person"  means  an  individual,   corporation,   limited  liability
      company,   partnership,   joint  stock  company,   trust,   unincorporated
      organization,  joint  venture,  Governmental  Authority or other entity of
      whatever nature.

            "Per  Share  Market  Value"  means  on any  particular  date (a) the
      closing  bid  price for a share of  Common  Stock in the  over-the-counter
      market, as reported by the OTC Bulletin Board or in the National Quotation
      Bureau  Incorporated or similar  organization or agency  succeeding to its
      functions of reporting  prices) at the close of business on such date,  or
      (b) if the Common Stock is not then reported by the OTC Bulletin  Board or
      the National  Quotation Bureau  Incorporated  (or similar  organization or
      agency succeeding to its functions of reporting prices),  then the average
      of the  "Pink  Sheet"  quotes  for  the  relevant  conversion  period,  as
      determined in good faith by the holder,  or (c) if the Common Stock is not
      then  publicly  traded the fair market value of a share of Common Stock as
      determined  by the  Board  in good  faith;  provided,  however,  that  the
      Majority Holders,  after receipt of the determination by the Board,  shall
      have  the  right  to  select,  jointly  with the  Issuer,  an  Independent
      Appraiser, in which case, the fair market value shall be the determination
      by  such   Independent   Appraiser;   and   provided,   further  that  all
      determinations  of the Per  Share  Market  Value  shall  be  appropriately
      adjusted  for  any  stock   dividends,   stock  splits  or  other  similar
      transactions  during such period.  The  determination of fair market value
      shall be based upon the fair market  value of the Issuer  determined  on a
      going concern  basis as between a willing  buyer and a willing  seller and
      taking into account all relevant factors determinative of value, and shall
      be final and binding on all parties.  In determining the fair market value
      of any  shares of Common  Stock,  no  consideration  shall be given to any
      restrictions  on transfer of the Common  Stock  imposed by agreement or by
      federal or state  securities  laws,  or to the existence or absence of, or
      any limitations on, voting rights.

            "Securities"  means any debt or  equity  securities  of the  Issuer,
      whether now or hereafter  authorized,  any instrument  convertible into or
      exchangeable  for  Securities  or a Security,  and any option,  warrant or
      other right to purchase or acquire any Security.  "Security"  means one of
      the Securities.

            "Securities  Act" means the Securities  Act of 1933, as amended,  or
      any similar federal statute then in effect.

            "Subsidiary" means any corporation at least 50% of whose outstanding
      Voting  Stock  shall at the time be owned  directly or  indirectly  by the
      Issuer or by one or more of its Subsidiaries,  or by the Issuer and one or
      more of its Subsidiaries.


                                       12
<PAGE>

            "Term" has the meaning specified in Section 1 hereof.

            "Trading Day" means (a) a day on which the Common Stock is traded on
      the OTC  Bulletin  Board,  or (b) if the Common Stock is not traded on the
      OTC  Bulletin  Board,  a day on which  the  Common  Stock is quoted in the
      over-the-counter  market as  reported  by the  National  Quotation  Bureau
      Incorporated  (or  any  similar  organization  or  agency  succeeding  its
      functions of reporting prices); provided,  however, that in the event that
      the  Common  Stock is not  listed  or  quoted  as set  forth in (a) or (b)
      hereof,  then Trading Day shall mean any day except  Saturday,  Sunday and
      any  day  which  shall  be a  legal  holiday  or a day  on  which  banking
      institutions in the State of New York are authorized or required by law or
      other government action to close.

            "Voting  Stock"  means,  as  applied  to the  Capital  Stock  of any
      corporation,  Capital Stock of any class or classes  (however  designated)
      having ordinary voting power for the election of a majority of the members
      of the Board of Directors (or other governing  body) of such  corporation,
      other than Capital Stock having such power only by reason of the happening
      of a contingency.

            "Warrants" means this Warrant,  and any other warrants of like tenor
      issued  in  substitution  or  exchange  for any  thereof  pursuant  to the
      provisions  of Section  2(c),  2(d) or 2(e) hereof or of any of such other
      Warrants.

            "Warrant  Share Number"  means at any time the  aggregate  number of
      shares of Warrant Stock which may at such time be purchased  upon exercise
      of  this  Warrant,  after  giving  effect  to all  prior  adjustments  and
      increases  to such  number  made or  required  to be made  under the terms
      hereof.

            "Warrant  Stock" means Common Stock  issuable  upon  exercise of any
      Warrant or  Warrants  or  otherwise  issuable  pursuant  to any Warrant or
      Warrants.

      10. Other Notices. In case at any time:

            (A)   the Issuer  shall  make any  distributions  to the  holders of
                  Common Stock; or

            (B)   the Issuer shall  authorize the granting to all holders of its
                  Common Stock of rights to subscribe for or purchase any shares
                  of Capital Stock of any class or other rights; or

            (C)   there shall be any  reclassification  of the Capital  Stock of
                  the Issuer; or

            (D)   there shall be any capital reorganization by the Issuer; or


                                       13
<PAGE>

            (E)   there shall be any (i)  consolidation  or merger involving the
                  Issuer or (ii) sale,  transfer or other  disposition of all or
                  substantially all of the Issuer's property, assets or business
                  (except a merger or other  reorganization  in which the Issuer
                  shall be the surviving  corporation  and its shares of Capital
                  Stock  shall  continue to be  outstanding  and  unchanged  and
                  except  a  consolidation,  merger,  sale,  transfer  or  other
                  disposition involving a wholly-owned Subsidiary); or

            (F)   there  shall  be  a  voluntary  or  involuntary   dissolution,
                  liquidation  or  winding-up  of  the  Issuer  or  any  partial
                  liquidation of the Issuer or distribution to holders of Common
                  Stock;

then, in each of such cases,  the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer  shall close or a record  shall
be taken for such dividend,  distribution  or  subscription  rights or (ii) such
reorganization,    reclassification,    consolidation,    merger,   disposition,
dissolution,  liquidation or  winding-up,  as the case may be, shall take place.
Such notice also shall  specify the date as of which the holders of Common Stock
of record shall  participate  in such  dividend,  distribution  or  subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation, merger, disposition,  dissolution, liquidation
or  winding-up,  as the case may be. Such notice  shall be given at least twenty
(20) days prior to the record date or effective date for the event  specified in
such notice.

      11. Amendment and Waiver.  Any term,  covenant,  agreement or condition in
this  Warrant may be amended,  or  compliance  therewith  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  by a written instrument or written instruments  executed by the
Issuer and the Majority Holders;  provided,  however,  that no such amendment or
waiver  shall  reduce the Warrant  Share  Number,  increase  the Warrant  Price,
shorten the period  during  which this  Warrant may be  exercised  or modify any
provision of this Section 11 without the consent of the Holder of this Warrant.

      12.  Governing  Law.  THIS WARRANT  SHALL BE GOVERNED BY AND  CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE  STATE OF  FLORIDA  WITHOUT  GIVING  EFFECT  TO
PRINCIPLES OF CONFLICTS OF LAW.

      13.  Notices.  Any and all notices or other  communications  or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and  effective on the earlier of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone  number  specified  for notice prior to 5:00 p.m.,  eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or  communication  is delivered via facsimile at the facsimile  telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date  of  mailing,  if sent  by  overnight  delivery  by  nationally  recognized
overnight  courier  service  or (iv)  actual  receipt  by the party to whom such
notice is required to be given. The addresses for such  communications  shall be
with respect to the Holder of this Warrant or of Warrant  Stock issued  pursuant
hereto,  addressed to such Holder at its last known address or facsimile  number
appearing  on the books of the  Issuer  maintained  for such  purposes,  or with
respect to the Issuer, addressed to:


                                       14
<PAGE>

                PetCARE Television Network, Inc.
                8406 Benjamin Road, Suite C
                Tampa, Florida 33634
                Attention: Philip M. Cohen, President and CEO
                Tel. No.: (813) 888-7330
                Fax No.:  (813) 888-7375

Copies of  notices  to the Issuer  shall be sent to Bush Ross  Gardner  Warren &
Rudy, P.A., Attn: John N. Giordano, 220 S. Franklin Street, Tampa, FL 33601, Tel
No. (813)  224-9255,  Fax. No. (813)  224-9230.  Copies of notices to the Holder
shall be sent to Vicis  Capital,  LLP,  25 E. 78th  Street,  New York,  NY 10021
Attention:  Shad Stastney,  Facsimile No.: (212) 988-3835.  Any party hereto may
from time to time  change its  address  for  notices by giving at least ten (10)
days written notice of such changed address to the other party hereto.

      14.  Warrant  Agent.  The Issuer may, by written  notice to each Holder of
this  Warrant,  appoint an agent having an office in New York,  New York for the
purpose  of issuing  shares of Warrant  Stock on the  exercise  of this  Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to  subsection  (d) of Section 2 hereof or replacing  this  Warrant  pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing,  and thereafter any
such  issuance,  exchange or  replacement,  as the case may be, shall be made at
such office by such agent.

      15. Remedies. The Issuer stipulates that the remedies at law of the Holder
of this Warrant in the event of any default or threatened  default by the Issuer
in the  performance  of or compliance  with any of the terms of this Warrant are
not and will not be adequate and that, to the fullest  extent  permitted by law,
such terms may be specifically enforced by a decree for the specific performance
of any agreement contained herein or by an injunction against a violation of any
of the terms hereof or otherwise.

      16.  Successors and Assigns.  This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the  successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant  Stock issued  pursuant  hereto,  and shall be  enforceable  by any such
Holder or Holder of Warrant Stock.

      17.  Modification and Severability.  If, in any action before any court or
agency  legally  empowered  to  enforce  any  provision  contained  herein,  any
provision  hereof is found to be  unenforceable,  then such  provision  shall be
deemed modified to the extent  necessary to make it enforceable by such court or
agency.  If any such provision is not  enforceable as set forth in the preceding
sentence,  the  unenforceability  of such  provision  shall not affect the other
provisions  of this  Warrant,  but this  Warrant  shall be  construed as if such
unenforceable provision had never been contained herein.


                                       15
<PAGE>

      18.  Headings.  The  headings  of the  Sections  of this  Warrant  are for
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.

      IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and
year first above written.

                                       PETCARE TELEVISION NETWORK, INC.


                                       By: /s/ Philip M. Cohen
                                           -------------------------------------
                                           Philip M. Cohen
                                           President and Chief Executive Officer


                                       16
<PAGE>

                                  EXERCISE FORM

                        PETCARE TELEVISION NETWORK, INC.

The  undersigned  _______________,  pursuant  to the  provisions  of the  within
Warrant,  hereby  elects to  purchase  _____  shares of Common  Stock of PetCARE
Television Network, Inc. covered by the within Warrant.

Dated:                          Signature
       -----------------                  --------------------------------------

                                Address
                                          --------------------------------------

                                          --------------------------------------

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise: _________________________


                                   ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated:                          Signature
       -----------------                  --------------------------------------

                                Address
                                          --------------------------------------

                                          --------------------------------------


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the right to  purchase  _________  shares of  Warrant  Stock
evidenced  by the within  Warrant  together  with all rights  therein,  and does
irrevocably  constitute and appoint  ___________________,  attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated:                          Signature
       -----------------                  --------------------------------------

                                Address
                                          --------------------------------------

                                          --------------------------------------


                           FOR USE BY THE ISSUER ONLY:

This Warrant No. ___ canceled (or  transferred  or exchanged)  this _____ day of
___________,  _____,  shares  of Common  Stock  issued  therefor  in the name of
_______________,  Warrant No. ____ issued for ____ shares of Common Stock in the
name of _______________.