Exhibit 10.4

                              ARTICLES OF AMENDMENT
                                     TO THE
                          ARTICLES OF INCORPORATION OF
                        PETCARE TELEVISION NETWORK, INC.

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

      PetCARE Television Network, Inc., a Florida corporation, acting in
compliance with the provisions of Florida Statutes, hereby certify as follows:

      1.    The Board of Directors previously approved a series of preferred
            stock designated as Series B Convertible Preferred Stock with
            1,000,000 shares authorized.

      2.    The Company did not yet issue any shares of Series B Convertible
            Preferred Stock.

      3.    The Board of Directors desire to amend the Certificate of
            Designation, Preferences, Rights and Limitations of Series B
            Convertible Preferred Stock, No Par Value, of PetCARE Television
            Network, Inc. in its entirety pursuant to the amended designation
            attached hereto.

      4.    This action was approved by the Board of Directors on May 18, 2004.


Effective Date: May 18, 2004


                                     PetCARE Television Network, Inc.

Attest:  /s/ Teresa J. Bray          By: /s/ Philip M. Cohen
         -------------------------       --------------------------
         Teresa J. Bray, Secretary       Philip M. Cohen, President
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                                     AMENDED
               CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND
                                 LIMITATIONS OF
                      SERIES B CONVERTIBLE PREFERRED STOCK
                                  NO PAR VALUE
                       OF PETCARE TELEVISION NETWORK, INC.

      PetCARE Television Network, Inc. (the "Corporation"), organized and
existing under the laws of the State of Florida, hereby certifies that pursuant
to authority conferred upon the Board of Directors by the Articles of
Incorporation of the Corporation, the Board of Directors on May 18, 2004,
adopted a Resolution providing for an amendment to the Corporation's Certificate
of Designation, Preferences, Rights and Limitations for its Series B Convertible
Preferred Stock, which Resolution is hereafter set forth in its entirety.

      RESOLVED, that pursuant to the authority expressly granted and vested in
the Board of Directors of this Corporation in accordance with the provisions of
its Articles of Incorporation, a series of the Corporation's authorized class of
preferred stock, no par value, is hereby amended as "Series B Convertible
Preferred Stock" (hereinafter referred to as the "Series B Preferred Stock"),
which series consists of 1,500,000 authorized shares. The issued and outstanding
shares of the Series B Preferred Stock, as they may exist from time to time, are
sometimes referred to below as the "Shares." The preferences, any relative,
participating, optional or other special rights of, and the qualifications,
limitations and restrictions imposed upon the Series B Preferred Stock shall be
as follows:

      1. Designation and Number of Shares; Value. The designation of a series of
Preferred Stock, no par value, to be issued and authorized by this resolution
shall be the Series B Convertible Preferred Stock. The number of shares of
Series B Preferred Stock authorized hereby shall be 1,500,000 shares and no more
except as provided herein. The Face Value of the shares is $1.00 per share.

      2. Rank. The Series B Preferred Stock shall, with respect to dividend
rights and rights on liquidation, winding up and dissolution, rank senior to any
other series of Preferred Stock, except as established by the Board of Directors
upon the consent of a majority of the outstanding Series B Preferred Shares.

      3. Dividend Provisions. The holder of Series B Preferred Stock ("Holder")
will be entitled to receive a dividend of 8% per annum which shall be payable in
one payment upon conversion of the Series B Preferred Stock, and, at the option
of the Holder, may be paid in cash or common stock.

      4. Redemption Rights by the Corporation. The Corporation shall have no
right to redeem the Series B Preferred Stock.
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      5. Voting Rights. Until or unless the Series B Preferred Stock is
converted into common stock as set forth herein, no holder of the Series B
Preferred Stock shall have any voting rights except as may be required under
Florida law in certain instances or as set forth herein.

      6. Optional Conversion. Beginning one year from the date of purchase, the
Holder has the option to convert the shares of Series B Preferred Stock (and any
unpaid dividend) into shares of common stock of the Corporation, on a fully
diluted basis. The conversion price shall be equal to 70% of the average closing
price of our common stock as reported on Bloomberg L.P. for the 20 trading days
immediately preceding the date of conversion, but in no event shall the shares
of Series B Preferred Stock convert at a price lower than $.50 nor a price
higher than $1.50 (the "Conversion Price"). The Conversion Price will be subject
to adjustment for stock splits, stock dividends, mergers, and the like.

      7. Mandatory Conversion. If the Holder has not converted the shares of
Series B Preferred Stock before the tenth day of the 24th month after purchase,
the shares of Series B Preferred Stock shall automatically converted on the last
day of the 24th month after purchase at the Conversion Price.

      8. Limitations on Conversion. Each Holder of the Series B Preferred Stock
shall not convert the Series B shares into common stock such that the number of
shares of common stock issued after the conversion would exceed, when aggregated
with all other shares of common stock owned by such Holder at such time, in
excess of 4.99% of the then issued and outstanding shares of common stock of the
Corporation.

      9. No Additional Consideration at Time of Conversion. No additional
consideration is payable upon conversion.

      10. Method of Conversion. Prior to conversion, the Holder shall furnish
written notice to the Corporation, signed by the Holder or an authorized
representative of the Holder, or its assigns, which shall state the name in
which the certificate for such common shares are to be issued, with address and
social security number or tax identification number.

      11. Priority in the Event of Liquidation or Dissolution. In the event of
any liquidation, dissolution or winding up of the affairs of the Corporation,
whether voluntary or otherwise, after payment or provision for payment of the
debts and other liabilities of the Corporation, each holder of Series B
Preferred Stock shall be entitled to receive, out of the assets of the
Corporation, the sum of $1.00 in cash for each Share of Series B Preferred Stock
so held. After payment shall have been made in full to the holders of the Series
B Preferred Stock, or funds necessary for such payment shall have been set aside
in trust for the exclusive benefit of such holders, the holders of the Series B
Preferred Stock shall be entitled to no further participation in any
distribution of the assets of the Corporation.

      12. Assignability of Shares. The Shares may be assigned by Holder at any
time by providing to Corporation a written notice of assignment.
<PAGE>

      13. Representations and Warranties of Corporation. Upon conversion of the
shares of Series B Preferred Stock, the underlying shares of common stock shall
be free and clear of all liens, claims, charges and encumbrances. The
Corporation agrees to indemnify and hold harmless Holder in connection with any
claim, loss, damage or expense, including attorneys' fees, trial and appellate
levels, in connection with any breach of the foregoing.

      14. Additional Provisions. Conversion of Series B Preferred Stock shall be
subject to the following additional terms and provisions:

      a) Replacement Certificates. As promptly as practicable after the
surrender for conversion of any Series B Preferred Stock, the Corporation shall
deliver or cause to be delivered at the principal office of the Corporation one
or more certificates representing the shares of common stock issuable upon such
conversion, issued in such name or names as such holder may reasonably direct.
Upon conversion, the rights of the holders of such Series B Preferred Stock
shall cease at such time, and each person in whose name a certificate for such
shares is to be issued shall be treated for all purposes as having become the
record holder of such shares of common stock at such time; provided, however,
that any such surrender on any date when the stock transfer books of the
Corporation shall be closed shall constitute the person in whose name each
certificate for such shares is to be issued as the record holder thereof for all
purposes at the close of business on the next succeeding day on which such stock
transfer books are open.

      b) Subdivisions or Combinations. In the event that the Corporation shall
at any time prior to a particular conversion, subdivide or combine its
outstanding shares of common stock into a greater or lesser number of such
shares, the number of shares of common stock issuable upon conversion of the
Series B Preferred Stock shall be proportionately increased in the case of a
combination, effective in either case at the close of business on the date which
such subdivision or combination shall become effective.

      c) Recapitalizations. In the event that the Corporation shall be
recapitalized, consolidated with or merged into any other corporation, or shall
sell or convey to any other corporation all or substantially all of its property
as an entity, provision shall be made as part of the terms of such
recapitalization, consolidation, merger, sale or conveyance for each holder of
Series B Preferred Stock to thereafter receive in lieu of the common stock
otherwise issuable upon conversion but at the conversion ratio stated above, the
same kind and amount of securities or assets as may be distributable upon such
recapitalization, consolidation, merger, sale or conveyance, with respect to the
common stock of the Corporation.

      d) Successive Adjustments. The adjustments hereinabove referenced shall be
made successively if more than one event listed in the above subdivisions of
this subsection shall occur.

      e) No Fractional Shares. The Corporation shall not be required to issue
any fractional shares of common stock upon conversion of Series B Preferred
Stock. If any
<PAGE>

interest in a fractional share of common stock would otherwise be deliverable
upon the conversion of any Series B Preferred Stock, the Corporation shall make
adjustment for such fractional share interest by rounding to the closest whole
share.

      f) No Adjustments. No adjustment of the conversion ratio shall be made by
reason of:

            (i) The payment of any cash dividend on the common stock or any
other class of the capital stock of the Corporation;

            (ii) the purchase, acquisition, redemption or retirement by the
Corporation of any shares of the common stock or of any other class of the
capital stock of the Corporation, except as provided above;

            (iii) the issuance, other than as provided in the subdivisions of
this subsection, of any shares of common stock of the Corporation, or of any
securities convertible into shares of common stock or other securities of the
Corporation, or of any rights, warrants or options to subscribe for or purchase
shares of the common stock or other securities of the Corporation, or of any
other securities of the Corporation;

            (iv) any offer by the Corporation to redeem or acquire shares of its
common stock by paying or exchanging therefor stock of another corporation or
the carrying out by the Corporation of the transactions contemplated by such
offer, provided that at least 20 days prior to the expiration of any such offer
the Corporation shall mail written notice of such offer to the holders of the
Series B Preferred Stock then of record; or

            (v) the distribution to holders of common stock or other securities
of another issuer, if the issuers of such securities shall be engaged at the
time of such distribution in a business (i) which shall have been previously
operated on a divisional or subsidiary basis by an entity acquired by the
Corporation and (ii) which shall be distinct from the principal business of the
entity to be acquired.

      g) Reserve of Common Shares. The Corporation shall at all times reserve
and keep available solely for the purpose of issuance upon conversion of Series
B Preferred Stock, as herein provided, such number of shares of common stock as
shall be issuable upon the conversion of all outstanding Series B Preferred
Stock.

            All shares of common stock which may be issued upon conversion of
the shares of Series B Preferred Stock will upon issuance by the Corporation be
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issuance thereof.

      h) Expenses. The issuance of certificates representing shares of common
stock upon conversion of the Series B Preferred Stock shall be made to each
applicable shareholder without charge for any excise tax in respect of such
issuance. However, if
<PAGE>

any certificate is to be issued in a name other than that of the Holder of
record of the Series B Preferred Stock so converted, the person or persons
requesting the issuance thereof shall pay to the Corporation the amount of any
tax which may be payable in respect of any transfer involved in such issuance,
or shall establish to the satisfaction of the Corporation that such tax has been
paid or is not due and payable.

      i) Verification. Upon the occurrence of each adjustment or readjustment of
the conversion ratio pursuant hereto, the Corporation at its expense shall
promptly compute such adjustment or readjustment in accordance with the terms
hereof, cause independent public accountants selected by the Corporation to
verify such computation and prepare and furnish to each holder of Series B
Preferred Stock affected thereby a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation shall, upon the written request at any
time of any holder of Series B Preferred Stock, furnish or cause to be furnished
to such holder a like certificate setting forth (a) such adjustment or
readjustment, (b) the conversion ratio at the time in effect, and (c) the number
of shares of common stock and the amount, if any, of other property which at the
time would be received upon the conversion of his Shares.

      j) Status of Converted Stock. Once the Shares of Series B Preferred Stock
are converted, the Shares so converted shall resume the status of authorized but
unissued shares of preferred stock.

      15. Limitations on Corporation; Shareholder Consent. So long as any Shares
of Series B Preferred Stock are outstanding, the Corporation shall not, without
the affirmative vote or the written consent as provided by law of 50% of the
holders of the outstanding Shares, voting as a class, change the preferences,
rights or limitations with respect to the Series B Preferred Stock in any
material respect prejudicial to the Holders thereof, or increase the authorized
number of Shares of such Series, but nothing herein contained shall require such
a class vote or consent (a) in connection with any increase in the total number
of authorized shares of common stock, or (b) in connection with the
authorization, designation, increase or issuance of any series of preferred
stock holding liquidation preference equal to or subordinate to the Series B
Preferred Stock. The provisions of this paragraph, shall not in any way limit
the right and power of the Corporation to issue any bonds, notes, mortgages,
debentures and other obligations, and to incur indebtedness to banks and to
other lenders.

      16. Notices. All notices or other communications required or permitted to
be given pursuant to this resolution shall be in writing and shall be considered
as properly given or made if hand delivered, mailed by certified or registered
mail, return receipt requested, or sent by prepaid telegram, if to the
Corporation at its address indicated in its Annual Report as most recently filed
with the Florida Department of State, and if to a Holder of Series B Preferred
Stock at the address set forth in the shareholder records as maintained by the
Corporation, or to such other address as any such shareholder may have
designated by like notice forwarded to the Corporation. All notices, except
notices of change of address, shall be deemed given when mailed or hand
delivered and notices
<PAGE>

of change of address shall be deemed given when received.

      IN WITNESS WHEREOF, PetCARE Television Network, Inc. has caused its
corporate seal to be hereunto affixed and this Certificate to be executed by its
President and Secretary as of the 18th day of May, 2004.



                                                     /s/ Philip M. Cohen
                                                     --------------------------
                                                     Philip M. Cohen, President



                                                     /s/ Teresa J. Bray
                                                     --------------------------
                                                     Teresa J. Bray, Secretary



STATE OF FLORIDA
COUNTY OF HILLSBOROUGH

      The foregoing instrument was acknowledged before me this 18th day of May,
2004, by Philip M. Cohen, President and Teresa J. Bray, Secretary of PetCARE
Television Network, Inc., on behalf of the corporation. These individuals are
personally known to me.


/s/ Chandra A. Rusk
-------------------
Chandra A. Rusk
Notary Public