EXHIBIT 10.1 - DEBT CONVERSION AGREEMENT


                            DEBT CONVERSION AGREEMENT

         This Debt  Conversion  Agreement  made as of this 10th day of May, 2004
between PetCARE Television Network,  Inc., a Florida corporation (the "Company")
having a  principal  place of business at 8406  Benjamin  Road,  Suite C, Tampa,
Florida 33634 and Victus  Capital,  LP  ("Lender")  having an address at 25 East
78th Street, New York, New York 10021.

         WHEREAS,  Lender loaned the Company $1,000,000 on February 13, 2004, as
evidenced by a Promissory Note and Note Purchase Agreement (the "Loan"); and

         WHEREAS,  to insure that  interest  payments  were made pursuant to the
Loan $250,000 was deposited into an  interest-bearing  escrow account supervised
by Jenkins & Gilchrist Parker Chapin LLP ("Escrow Agent"); and

         WHEREAS,  Lender is  willing  to accept  the  Company's  securities  as
interest in lieu of the $250,000 in cash being held by the Escrow Agent.

         NOW THEREFORE, in consideration of the terms, conditions and agreements
contained in this Agreement, the parties agree as follows:

         1. Issuance of Securities.

                  (a) Lender agrees to accept 357,143 shares (at $.70 per share)
of the Company's  common stock $.0005 par value  ("Shares")  and 714,286  Common
Stock  Purchase  Warrants  ("Warrants")  in lieu of the  payment of  $250,000 in
interest.  Each Warrant is exercisable  into the Company's  common stock a $1.00
per share. The Warrants are exercisable at any time for five years from the date
of issuance.

                  (b) The certificates, in due and proper form, representing the
Shares,  Warrants  and the shares  underlying  the  Warrants  will bear a legend
substantially in the following form:

                  "THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES ACT OF 1933. THE SHARES HAVE
                  BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,  TRANSFERRED
                  OR  ASSIGNED  IN  THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
                  STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR
                  AN OPINION OF COUNSEL THAT  REGISTRATION IS NOT REQUIRED UNDER
                  SAID ACT".


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         2. RELEASE OF FUNDS FROM ESCROW.

         Upon the delivery of this  Agreement and the Shares and  Warrants,  the
Lender will  instruct  the Escrow  Agreement  to wire the  $250,000  plus earned
interest directly to the Company.

         3. Lender's Representations and Warranties.

         The Lender hereby acknowledges,  represents and warrants to, and agrees
with, the Company as follows:

                  (a) The Lender is  acquiring  the Shares and  Warrants for its
own account as principal,  for investment purposes only, and not with a view to,
or for, resale,  distribution or fractionalization thereof, in whole or in part,
and no other person has a direct or indirect  beneficial interest in such Shares
and Warrants.

                  (b)  The  Lender   acknowledges  its  understanding  that  the
issuance of the Shares and  Warrants is intended to be exempt from  registration
under  the Act by virtue  of  Section  4(2) of the  Securities  Act of 1933,  as
amended (the "Act") and the provisions of Regulation D thereunder.

                  (c) The Lender has the financial  ability to bear the economic
risk of its  investment,  has adequate means for providing for its current needs
and personal  contingencies  and has no need for  liquidity  with respect to its
investment in the Company.

                  (d) The  Lender is an  "accredited  investor"  as that term is
defined in Rule 501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)).

                  (e) The Lender has made an  independent  investigation  of the
Company's   business,   been  provided  an  opportunity  to  obtain   additional
information  concerning  the Company he deems  necessary  to make an  investment
decision  and all other  information  to the extent the Company  possesses  such
information or can acquire it without unreasonable effort or expense.

                  (f) The Lender  represents,  warrants  and agrees that it will
not sell or otherwise  transfer the Shares or Warrants unless  registered  under
the Act or in reliance upon an exemption  therefrom,  and fully  understands and
agrees that it must bear the economic  risk of its  purchase  for an  indefinite
period of time  because,  among  other  reasons,  the  Shares  and  Warrants  or
underlying  securities  have  not been  registered  under  the Act or under  the
securities  laws of certain states and,  therefore,  cannot be resold,  pledged,
assigned or otherwise disposed of unless they are subsequently  registered under
the Act and under the applicable  securities laws of such states or an exemption
from such  registration  is  available.  The Lender  also  understands  that the
Company is under no  obligation to register the Shares or Warrants on its behalf
or to assist the Lender in complying with any exemption from registration  under
the Act. The Lender further understands that sales or transfers of the Shares or
Warrants or underlying  securities  are  restricted  by the  provisions of state
securities laws.


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                  (g) The foregoing  representations,  warranties and agreements
shall survive the delivery of the Shares and Warrants under the Agreement.

         4. Company Representations and Warranties.

         The Company hereby acknowledges, represents and warrants to, and agrees
with the Lender as follows:

                  (a) The Company has been duly organized,  is validly  existing
and is in good standing under the laws of the State of Florida.  The Company has
full  corporate  power  and  authority  to enter  into this  Agreement  and this
Agreement  has been duly and validly  authorized,  executed and delivered by the
Company  and is a valid  and  binding  obligation  of the  Company,  enforceable
against the Company in accordance with its terms, except as such enforcement may
be limited by the United States  Bankruptcy  Code and laws  effecting  creditors
rights, generally.

                  (b)  Subject  to  the   performance  by  the  Lenders  of  its
obligations  under this  Agreement and the accuracy of the  representations  and
warranties of the Lender, the issuance of the Shares and Warrants will be exempt
from the registration requirements of the Act.

                  (c) The  execution  and  delivery  by the  Company of, and the
performance by the Company of its obligations under this Agreement in accordance
with the terms of this Agreement will not contravene any provision of applicable
law or the charter documents of the Company or any agreement or other instrument
binding upon the Company,  or any judgment,  order or decree of any governmental
body,  agency or court having  jurisdiction  over the  Company,  and no consent,
approval,  authorization  or order of, or  qualification  with, any governmental
body or agency is required for the performance by the Company of its obligations
under this Agreement in accordance with the terms of this Agreement.

                  (d) The foregoing  representations,  warranties and agreements
shall survive the Closing.

         5. Miscellaneous.

                  (a)  Modification.  Neither this  Agreement nor any provisions
hereof shall be modified,  discharged or  terminated  except by an instrument in
writing  signed by the party  against  whom any  waiver,  change,  discharge  or
termination is sought.

                  (b) Notices.  Any notice,  demand or other communication which
any party hereto may be  required,  or may elect,  to give to anyone  interested
hereunder shall be sufficiently  given if (a) deposited,  postage prepaid,  in a
United States mail letter box,  registered  or certified  mail,  return  receipt
requested,  addressed to such address as may be given  herein,  or (b) delivered
personally at such address.

                  (c)  Counterparts.  This Agreement may be executed through the
use of separate  signature  pages or in any number of  counterparts  and each of
such counterparts  shall, for all purposes,  constitute one agreement binding on


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all the parties,  notwithstanding  that all parties are not  signatories  to the
same counterpart.

                  (d) Binding Effect.  Except as otherwise provided herein, this
Agreement  shall be binding  upon and inure to the  benefit of the  parties  and
their heirs, executors,  administrators,  successors,  legal representatives and
assigns.  If the  undersigned  is more than one person,  the  obligation  of the
Investor  shall be  joint  and  several,  and the  agreements,  representations,
warranties and  acknowledgments  herein  contained shall be deemed to be made by
and be binding  upon each such person and his heirs,  executors,  administrators
and successors.

                  (e) Entire  Agreement.  This  instrument  contains  the entire
agreement of the parties,  and there are no representations,  covenants or other
agreements except as stated or referred to herein.

                  (f)  Applicable  Law.  This  Agreement  shall be governed  and
construed under the laws of the State of New York.

         IN WITNESS  WHEREOF,  the Company and Lender have caused this Agreement
to be executed  and  delivered  by their  respective  officers,  thereunto  duly
authorized.


                                       PETCARE TELEVISION NETWORK, INC.


                                       By: /s/ Philip M. Cohen
                                           ---------------------------------
                                           Philip M. Cohen, President and CEO


                                       VICTUS CAPITAL, LP


                                       By: /s/ Shad Stastney
                                           ---------------------------------
                                           Shad Stastney, Managing Director


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