THIS SERIES A CONVERTIBLE DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"), OR ANY STATE SECURITIES LAW 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  THAT
REGISTRATION  OF  SUCH  SECURITIES  UNDER  THE  SECURITIES  ACT  AND  UNDER  THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

                        PETCARE TELEVISION NETWORK, INC.

                         SERIES A CONVERTIBLE DEBENTURE

U.S. $50,000                                                  New York, New York
No. 03-1605-A                                                 March 16, 2005

      FOR VALUE RECEIVED,  the undersigned,  PetCARE Television Network, Inc., a
Florida  corporation  (the  "Company"),  hereby  promises to pay to the order of
VICIS  CAPITAL  MASTER  SERIES  TRUST or any  future  permitted  holder  of this
promissory  Debenture  (the "Payee"),  at the principal  office of the Payee set
forth  herein,  or at such other place as the Payee may  designate in writing to
the Company, the principal sum of Fifty Thousand Dollars (U.S. $50,000), or such
other  amount as may be  outstanding  hereunder,  together  with any accrued but
unpaid interest,  in such coin or currency of the United States of America as at
the time shall be legal  tender for the payment of public and private  debts and
in  immediately  available  funds,  as  provided  in this  Series A  Convertible
Debenture (the "Debenture").

      1. Principal Payment; Interest Payment; Subordination.

            (a) The  Company  shall repay in full the entire  principal  balance
then  outstanding  under this Debenture plus any accrued but unpaid  interest on
the first to occur (the "Maturity Date") of: (i) March 15, 2007, or as it may be
extended  pursuant  to  the  terms  hereof,  or  (ii)  the  acceleration  of the
obligations as contemplated by this Debenture.

            (b) The  Debenture  shall bear  interest at a rate of 15% per annum.
Interest shall be payable  semi-annually in cash or registered Common Stock at a
ten percent  (10%)  discount to the Market  Price;  or in kind,  but only if the
stock  price is above ten cents  ($0.10) on the five  trading  days  immediately
prior to the 20th day preceding the payment date.  The Market Price shall be set
at the average  five-day Volume  Weighted  Average Closing Price ("VWAP") of the
Company's Common Stock for the five (5) trading days prior to the payment date.

            (c) The  Principal  amount of the  Debenture  plus any  accrued  but
unpaid interest will be automatically converted on the Maturity Date. Conversion
may occur prior to the  Maturity  Date,  at the option of the  holder,  any time
after the  Securities and Exchange  Commission  declared the Company's Form SB-2
registration  statement  effective (the "Conversion Date"). The Debentures shall
be  convertible  into Common Stock of the Company at the Conversion  Price.  The
Conversion  Price  shall be set at  twenty-five  percent  (25%)  discount to the
five-day  VWAP  prior to the  Closing  Date or ten  cents  ($.10)  whichever  is
greater.
<PAGE>

            (d) Except as otherwise provided in this Section 1, all payments due
under this Debenture shall be subordinated  and made junior,  in all respects to
the payment in full of all principal, all interest accrued thereon and all other
amounts  due  on the  indebtedness  outstanding  under  the  Senior  Convertible
Promissory  Notes issued by the Company on March 10, 2003, May 28, 2003, June 6,
2003 and July 1, 2003 to Pet Edge,  LLC ("Pet Edge") in the aggregate  principal
amount  of  $1,375,000  (the  "Pet  Edge  Indebtedness").  Until  the  Pet  Edge
Indebtedness  shall have been paid in full,  the Company shall not make, and the
Payee shall not receive or retain any  payment in respect of  principal  on this
Debenture  prior to the  Maturity  Date,  and any such payment by the Company to
Payee shall be turned over by Payee to Pet Edge,  regardless  of whether the Pet
Edge  Indebtedness  is then  due,  except  that the  Company  may make  interest
payments  in cash to the Payee and issue  equity  securities  of the  Company or
shares of Common Stock (as defined  below) in  accordance  with Section 2 below.
The Company shall not make any cash  payments to the Payee under this  Debenture
prior to the Maturity  Date,  other than the interest  payments  hereunder,  nor
grant any security for the payment  thereof without the prior written consent of
Pet Edge. This provision as to  subordination is written and is intended for the
benefit of Pet Edge. This Debenture shall be senior to all other indebtedness of
the Company other than the Pet Edge Indebtedness.

      2. Conversion Option; Issuance of Certificates.

            (a) At the Maturity Date, the outstanding  principal  amount of this
Debenture plus any accrued but unpaid interest shall be due and payable in cash;
provided,  however,  the Payee  shall  have the sole  option to  convert  on the
Maturity  Date the  outstanding  principal  amount  of this  Debenture  plus any
accrued but unpaid  interest  into such number of shares of Common  Stock of the
Company, par value $.0005 per share (the "Common Stock"), equal to the principal
amount of this  Debenture plus any accrued but unpaid  interest being  converted
divided by the Conversion  Price.  For purposes of this  Debenture,  "Conversion
Price" shall be set at  twenty-five  percent (25%) discount to the five-day VWAP
prior  to the  Closing  Date or ten  cents  ($.10)  whichever  is  greater.  The
Conversion  Price shall be subject to  adjustment  pursuant to Section 4 hereof.
Upon  conversion of this Debenture into shares of Common Stock,  the outstanding
principal  amount  of this  Debenture,  together  with any  accrued  but  unpaid
interest,  shall be deemed to be the  consideration  for the Payee's interest in
such shares of Common Stock.

            (b) In the event  that the Payee  elects to convert  this  Debenture
into shares of Common Stock on the Maturity Date,  the Company shall,  not later
than five (5) days after the conversion of this Debenture,  issue and deliver to
the Payee by express  courier a certificate  or  certificates  representing  the
number of shares of Common  Stock being  acquired  upon the  conversion  of this
Debenture.


                                       2
<PAGE>

      3. Ownership Cap and Certain Exercise Restrictions.

            (a)  Notwithstanding  anything  to the  contrary  set  forth in this
Debenture,  at no time may a Holder of this Debenture  convert this Debenture if
the number of shares of Common  Stock to be issued  pursuant to such  conversion
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
Debenture  providing the Company with  sixty-one  (61) days notice  (pursuant to
Section 13 hereof)  (the "Waiver  Notice")  that such Holder would like to waive
this Section 3(a) with regard to any or all shares of Common Stock issuable upon
exercise of this Debenture, this Section 3(a) will be of no force or effect with
regard to all or a portion of the  Debenture  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 Debenture.

            (b) The Holder  may not  convert  this  Debenture  hereunder  to the
extent  such  conversion  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 conversion of the Debenture held by
the Holder after  application of this Section;  provided,  however,  that upon a
holder of this  Debenture  providing  the Company with a Waiver Notice that such
holder would like to waive this Section 3(b) with regard to any or all shares of
Common Stock issuable upon conversion of this Debenture, this Section 3(b) shall
be of no force or effect with regard to those shares of Common 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 Debenture.

      4. Adjustment of Conversion Price.

            (a) The Conversion Price shall be subject to adjustment from time to
time as follows:

                  (i)  Adjustments  for Stock  Splits and  Combinations.  If the
Company  shall at any time or from time to time after the date hereof,  effect a
stock split of the outstanding Common Stock, the applicable  Conversion Price in
effect immediately prior to the stock split shall be proportionately  decreased.
If the  Company  shall at any time or from time to time  after the date  hereof,
combine the outstanding shares of Common Stock, the applicable  Conversion Price
in  effect  immediately  prior  to  the  combination  shall  be  proportionately
increased.  Any adjustments under this Section 4(a)(i) shall be effective at the
close of business on the date the stock split or combination occurs.

                  (ii) Adjustments for Certain Dividends and  Distributions.  If
the Company  shall at any time or from time to time after the date hereof,  make
or issue or set a record date for the  determination  of holders of Common Stock
entitled to receive a dividend or other distribution payable in shares of Common
Stock,  then,  and in each  event,  the  applicable  Conversion  Price in effect
immediately  prior  to such  event  shall  be  decreased  as of the time of such
issuance  or, in the event such  record  date shall have been  fixed,  as of the
close of  business on such record  date,  by  multiplying,  as  applicable,  the
applicable Conversion Price then in effect by a fraction:


                                       3
<PAGE>

                        (1) the  numerator of which shall be the total number of
shares of Common Stock issued and outstanding  immediately  prior to the time of
such issuance or the close of business on such record date; and

                        (2) the  denominator  of which shall be the total number
of shares of Common Stock issued and outstanding  immediately  prior to the time
of such issuance or the close of business on such record date plus the number of
shares of Common Stock issuable in payment of such dividend or distribution.

                  (iii) Adjustment for Other Dividends and Distributions. If the
Company  shall at any time or from time to time after the date  hereof,  make or
issue or set a record  date for the  determination  of holders  of Common  Stock
entitled  to  receive a  dividend  or other  distribution  payable in other than
shares of Common Stock, then, and in each event, an appropriate  revision to the
applicable  Conversion  Price  shall  be made  and  provision  shall be made (by
adjustments  of the  Conversion  Price or  otherwise) so that the holder of this
Debenture shall receive upon conversions  thereof,  in addition to the number of
shares of Common  Stock  receivable  thereon,  the number of  securities  of the
Company which they would have received had this  Debenture  been  converted into
Common  Stock on the date of such  event and had  thereafter,  during the period
from the date of such event to and including the conversion date,  retained such
securities (together with any distributions payable thereon during such period),
giving  application to all adjustments  called for during such period under this
section with respect to the rights of the holder of this Debenture.

                  (iv)  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 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 for this Debenture  shall be reduced to a price
equal to the consideration per share paid for such securities.

            (b) Issue Taxes.  The Company  shall pay any and all issue and other
taxes,  excluding  federal,  state or local income taxes, that may be payable in
respect of any issue or delivery of shares of Common Stock on conversion of this
Debenture  pursuant thereto;  provided,  however,  that the Company shall not be
obligated to pay any transfer taxes resulting from any transfer requested by any
holder in connection with any such conversion.

            (c) Fractional Shares. No fractional shares of Common Stock shall be
issued upon  conversion of this Debenture.  In lieu of any fractional  shares to
which the Payee would otherwise be entitled, the Company shall pay cash equal to
the product of such fraction multiplied by the average of the closing bid prices
of its  Common  Stock  for the five (5)  consecutive  trading  days  immediately
preceding the date of conversion of this Debenture.


                                       4
<PAGE>

            (d) Reservation of Common Stock. The Company shall at all times when
this  Debenture  shall be  outstanding,  reserve and keep  available  out of its
authorized but unissued shares of Common Stock,  such number of shares of Common
Stock as shall from time to time be sufficient to effect the  conversion of this
Debenture.

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

      5. Common Stock Purchase Warrants.

            (a) Series A Warrants:  The Holder  shall be issued  Series A Common
Stock Purchase  Warrants (the "Series A Warrants") in an amount equal to 100% of
the  number  of  Common  Shares  underlying  the  Debenture  based on the  Fixed
Conversion Price. The Series A Warrants shall have a term of ten (10) years from
the effective date and shall have an exercise price equal to one hundred percent
(100%) of the Fixed Conversion Price.

            (b) Series B Warrants:  The Holder  shall be issued  Series B Common
Stock Purchase  Warrants (the "Series B Warrants") in an amount equal to 100% of
the  number  of  Common  Shares  underlying  the  Debenture  based on the  Fixed
Conversion Price. The Series B Warrants shall have a term of five (5) years from
the  effective  date and shall have an  exercise  price equal to one hundred and
twenty five percent (125%) of the Fixed Conversion Price.

            (c) Series C Warrants:  The Holder  shall be issued  Series C Common
Stock  Purchase  Warrants (the "Series C Warrants") in an amount equal to 50% of
the  number  of  Common  Shares  underlying  the  Debenture  based on the  Fixed
Conversion  Price.  The Series C Warrants shall have a term of one (1) year from
the effective date and shall have an exercise price equal to one hundred percent
(100%)  of  the  Fixed  Conversion  Price.  Should  the  Company's  Registration
Statement  not be declared  effective  within two hundred and seventy (270) days
from the date of this Debenture,  then the Series C Warrants may be exercised on
a cashless basis.

      6. No Rights as Shareholder.  Nothing contained in this Debenture shall be
construed  as  conferring  upon  the  Payee,  prior  to the  conversion  of this
Debenture, the right to vote or to receive dividends or to consent or to receive
notice as a  shareholder  in respect  of any  meeting  of  shareholders  for the
election of directors of the Company or of any other matter, or any other rights
as a shareholder of the Company.

      7. Registration.  The Company shall file a Registration  Statement on Form
SB-2 (or an alternative  available form if the Company is not eligible to file a
Form SB-2)  covering the Common Shares due upon  conversion of the Debenture and
the underlying  shares of the Series A, B, and C Common Stock Purchase  Warrants
no later than thirty (30) days after the Closing,  and will use its best efforts
to have the Registration  Statement  declared  effective within ninety (90) days
after the Closing.


                                       5
<PAGE>

      8. Liquidated  Damages.  In the event the  Registration  Statement has not
been declared effective within one hundred and twenty (120) days of the Closing,
for the thirty (30) day period beginning ninety (90) days after the Closing, the
Company shall pay to the Holder liquidated  damages equal to two percent (2%) of
the amount invested and shall pay to the Holder liquidated  damages equal to one
percent (1%) of the amount  invested for each subsequent  30-day period.  If the
Registration  Statement has not been declared  effective  within two hundred and
seventy  (270) days,  then the Series C Warrants  may be exercised on a cashless
basis.

      9. Right of Offer.  Subject to the right of first  offer held by Pet Edge,
LLC, for any equity or equity linked  private  financing  consummated  within 12
months after the  Closing,  the Holder shall have the right of offer to purchase
all or part of the private  financing.  The Holder  shall have ten (10)  trading
days to respond.  A carve out of this  provision  will be granted to the Company
for the  issuance  of stock for  situations  involving  strategic  partnerships,
acquisition candidates and public offerings.

      10. Most Favored Nations  Exchange.  For the twenty-four (24) month period
after the Closing,  if the Company consummates a private equity or equity-linked
financing  (the "New  Financing"),  the Holder may exchange the Debenture at its
Stated Value for the securities in the New Financing.

      11.  Change of Control.  In the event of a change of control  transaction,
(third party  acquiring  greater than 50% in voting rights in one or a series of
related  transaction) the Holder may elect to have the Debenture redeemed by the
Company at its Face Value plus all accrued  interest.  The Company shall satisfy
the redemption request in cash or common shares at the Company's option.

      12. Use of Proceeds of  Debenture.  The Company  agrees that the  proceeds
derived  from  the  Debenture  shall  be used  for  general  corporate  purposes
including  growth and capital  initiatives and that no proceeds shall be used to
pay  accrued   compensation.   The  Company  further  agrees  that  all  accrued
compensation  shall be converted  into the  Company's  Common Stock at the Fixed
Conversion  Price, and that Company  executives will be entitled to only receive
fifty percent (50%) of compensation on a go-forward  basis until Company revenue
is greater than $60,000 per month.

      13.  Investment  Banking Fee. At Closing,  the Investment  Banking Firm of
Midtown  Partners & Co. LLC will be  entitled  to an  investment  banking fee of
$2,500 plus the issuance of 50,000 five-year Common Stock Purchase Warrants with
an exercise price of $.10 per share.

      14. Payment on Non-Business Days. Whenever any payment to be made shall be
due on a  Saturday,  Sunday or a public  holiday  under the laws of the State of
Florida, such payment may be due on the next succeeding business day.


                                       6
<PAGE>

      15.  Representations and Warranties of the Company. The Company represents
and warrants to the Payee as follows:

            (a) The Company has been duly  incorporated  and is validly existing
and in good standing under the laws of the State of Florida, with full corporate
power and authority to own,  lease and operate its properties and to conduct its
business as currently conducted.

            (b) This Debenture has been duly  authorized,  validly  executed and
delivered on behalf of the Company and is a valid and binding  obligation of the
Company enforceable against the Company in accordance with its terms, subject to
limitations on enforcement by general  principles of equity and by bankruptcy or
other laws affecting the  enforcement of creditors'  rights  generally,  and the
Company has full power and  authority to execute and deliver this  Debenture and
to perform its obligations hereunder.

            (c) The execution,  delivery and  performance of this Debenture will
not (i)  conflict  with or result  in a breach of or a default  under any of the
terms or  provisions  of, (A) the  Company's  certificate  of  incorporation  or
by-laws, or (B) any material provision of any indenture, mortgage, deed of trust
or other material  agreement or instrument to which the Company is a party or by
which it or any of its material  properties or assets is bound, (ii) result in a
violation of any material provision of any law, statute,  rule,  regulation,  or
any existing applicable decree, judgment or order by any court, Federal or state
regulatory  body,  administrative  agency,  or other  governmental  body  having
jurisdiction  over the Company,  or any of its material  properties or assets or
(iii)  result in the creation or  imposition  of any  material  lien,  charge or
encumbrance  upon any  material  property or assets of the Company or any of its
subsidiaries  pursuant to the terms of any  agreement or instrument to which any
of them is a party or by which any of them may be bound or to which any of their
property or any of them is subject.

            (d)  No  consent,  approval  or  authorization  of  or  designation,
declaration or filing with any governmental authority on the part of the Company
is  required  in  connection  with the  valid  execution  and  delivery  of this
Debenture.

      16. Events of Default. The occurrence of any of the following events shall
be an "Event of Default" under this Debenture:

            (a) the Company  shall fail to make the payment of any amount of any
principal  outstanding  on the date such  payment  shall  become due and payable
hereunder; or

            (b) the  Company  shall fail to make  interest  payments on the date
such payments shall become due and payable hereunder; or

            (c)  any  representation,  warranty  or  certification  made  by the
Company herein, or in any certificate or financial statement shall prove to have
been false or  incorrect  or  breached  in a material  respect on the date as of
which made; or


                                       7
<PAGE>

            (d) the  holder of any  indebtedness  of the  Company  or any of its
subsidiaries  shall accelerate any payment of any amount or amounts of principal
or  interest  on  any  indebtedness   (the   "Indebtedness")   (other  than  the
Indebtedness  hereunder)  prior  to its  stated  maturity  or  payment  date the
aggregate  principal  amount of which  Indebtedness  of all such  persons  is in
excess of $100,000, whether such Indebtedness now exists or shall hereinafter be
created,  and such accelerated  payment entitles the holder thereof to immediate
payment of such  Indebtedness  which is due and owing and such  indebtedness has
not been discharged in full or such acceleration has not been stayed,  rescinded
or annulled within ten (10) business days of such acceleration; or

            (e) A judgment  or order for the  payment of money shall be rendered
against  the  Company or any of its  subsidiaries  in excess of  $100,000 in the
aggregate (net of any applicable  insurance  coverage) for all such judgments or
orders  against all such persons  (treating any  deductibles,  self insurance or
retention  as not so  covered)  that  shall  not be  discharged,  and  all  such
judgments and orders remain outstanding,  and there shall be any period of sixty
(60)  consecutive  days  following  entry of the  judgment or order in excess of
$500,000 or the judgment or order which causes the  aggregate  amount  described
above to exceed  $500,000 during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; or

            (f) the  Company  shall (i) apply for or consent to the  appointment
of, or the taking of possession by, a receiver, custodian, trustee or liquidator
of itself or of all or a substantial part of its property or assets,  (ii) admit
in writing its inability to pay its debts as such debts become due, (iii) make a
general  assignment for the benefit of its creditors,  (iv) commence a voluntary
case under the Bankruptcy Code or under the comparable laws of any  jurisdiction
(foreign or  domestic),  (v) file a petition  seeking to take  advantage  of any
bankruptcy,  insolvency,   moratorium,   reorganization  or  other  similar  law
affecting the  enforcement  of creditors'  rights  generally,  (vi) acquiesce in
writing  to any  petition  filed  against  it in an  involuntary  case under the
Bankruptcy  Code or under the comparable  laws of any  jurisdiction  (foreign or
domestic),  or (vii) take any action under the laws of any jurisdiction (foreign
or domestic) analogous to any of the foregoing; or

            (g) a  proceeding  or case  shall be  commenced  in  respect  of the
Company or any of its  subsidiaries  without its application or consent,  in any
court of competent  jurisdiction,  seeking (i) the liquidation,  reorganization,
moratorium,  dissolution,  winding up, or  composition  or  readjustment  of its
debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the
like of it or of all or any  substantial  part of its  assets  or (iii)  similar
relief in respect of it under any law providing  for the relief of debtors,  and
such  proceeding or case  described in clause (i), (ii) or (iii) shall  continue
undismissed,  or unstayed and in effect, for a period of thirty (30) consecutive
days or any order for relief shall be entered in an  involuntary  case under the
Bankruptcy  Code or under the comparable  laws of any  jurisdiction  (foreign or
domestic)  against the Company or any of its  subsidiaries  or action  under the
laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing
shall be taken with respect to the Company or any of its  subsidiaries and shall
continue  undismissed,  or  unstayed  and in effect for a period of thirty  (30)
consecutive days; or


                                       8
<PAGE>

            (h) failure by the Company to issue the Conversion  Shares or notice
from the Company to the Payee,  including by way of public announcement,  at any
time,  of its  inability  to comply or its  intention  not to comply with proper
requests for conversion of this Debenture into shares of Common Stock.

      17.  Remedies Upon An Event of Default.  If an Event of Default shall have
occurred and shall be continuing, the Payee of this Debenture may at any time at
its option,  (a) declare the entire unpaid principal  balance of this Debenture,
together with all accrued but unpaid interest,  due and payable,  and thereupon,
the same shall be accelerated and so due and payable;  provided,  however,  that
upon the occurrence of an Event of Default  described in Sections 16(f) and (g),
without  presentment,  demand,  protest,  or  notice,  all of which  are  hereby
expressly unconditionally and irrevocably waived by the Company, the outstanding
principal balance and any accrued but unpaid interest shall be automatically due
and payable; or (b) exercise or otherwise enforce any one or more of the Payee's
rights,  powers,  privileges,  remedies and  interests  under this  Debenture or
applicable  law. No course of delay on the part of the Payee shall  operate as a
waiver  thereof  or  otherwise  prejudice  the  right of the  Payee.  No  remedy
conferred  hereby shall be  exclusive of any other remedy  referred to herein or
now or  hereafter  available  at  law,  in  equity,  by  statute  or  otherwise.
Notwithstanding  the  foregoing,  Payee  agrees  that its  rights  and  remedies
hereunder  are  limited  to  receipt  of cash or shares  of Common  Stock in the
amounts described herein.

      18. Replacement.  Upon receipt of a duly executed, notarized and unsecured
written  statement from the Payee with respect to the loss, theft or destruction
of  this  Debenture  (or any  replacement  hereof),  and  without  requiring  an
indemnity  bond or  other  security,  or,  in the case of a  mutilation  of this
Debenture,  upon surrender and cancellation of such Debenture, the Company shall
issue a new Debenture,  of like tenor and amount, in lieu of such lost,  stolen,
destroyed or mutilated Debenture.

      19. Parties in Interest, Transferability.  This Debenture shall be binding
upon the Company and its successors and assigns and the terms hereof shall inure
to the  benefit of the Payee and its  successors  and  permitted  assigns.  This
Debenture may be transferred or sold, subject to the provisions of Section 19 of
this Debenture, or pledged, hypothecated or otherwise granted as security by the
Payee.

      20.  Amendments.  This  Debenture  may not be  modified  or amended in any
manner except in writing executed by the Company and the Payee.

      21. Notices. Any notice,  demand,  request,  waiver or other communication
required or  permitted  to be given  hereunder  shall be in writing and shall be
effective  (a) upon hand  delivery by telecopy  or  facsimile  at the address or
number  designated  below (if delivered on a business day during normal business
hours where such notice is to be received),  or the first business day following
such delivery (if delivered  other than on a business day during normal business
hours where such notice is to be  received)  or (b) on the second  business  day
following  the date of  mailing  by  express  courier  service,  fully  prepaid,
addressed to such address,  or upon actual  receipt of such  mailing,  whichever
shall first occur.  The Company  will give written  notice to the Payee at least
thirty (30) days prior to the date on which the Company  closes its books and in
no event shall such notice be provided to such holder prior to such  information
being made known to the public. The Company will also give written notice to the
Payee at  least  twenty  (20)  days  prior  to the  date on  which  dissolution,
liquidation  or winding-up  will take place and in no event shall such notice be
provided to the Payee prior to such information being made known to the public.


                                       9
<PAGE>

      Address of the Payee:       Vicis Capital Master Series Trust
                                  25 East 78th Street
                                  New York, New York 10021
                                  Attention:  Shad Stastney
                                  Tel. No.: (212) 452-9000
                                  Fax No.: (212) 988-3835

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

      with a copy to:             Bush Ross Gardner Warren & Rudy, PA
                                  Attn:  John N. Giordano
                                  220 S. Franklin St.
                                  Tampa, FL  33601
                                  Tel. No.:  (813) 224-9255
                                  Fax No.:  (813) 223-9620

      22.  Governing Law. This  Debenture  shall be governed by and construed in
accordance with the internal laws of the State of Florida, without giving effect
to the choice of law  provisions.  This  Debenture  shall not be  interpreted or
construed  with any  presumption  against the party causing this Debenture to be
drafted.

      23. Headings.  Article and section headings in this Debenture are included
herein for purposes of  convenience of reference only and shall not constitute a
part of this Debenture for any other purpose.

      24.  Remedies,   Characterizations,   Other   Obligations,   Breaches  and
Injunctive  Relief.  The remedies provided in this Debenture shall be cumulative
and in addition to all other remedies available under this Debenture,  at law or
in equity  (including,  without  limitation,  a decree of  specific  performance
and/or other  injunctive  relief),  no remedy contained herein shall be deemed a
waiver of compliance with the provisions  giving rise to such remedy and nothing
herein shall limit a Payee's right to pursue  actual  damages for any failure by
the  Company to comply  with the terms of this  Debenture.  Amounts set forth or
provided for herein with  respect to payments and the like (and the  computation
thereof) shall be the amounts to be received by the Payee and shall not,  except
as expressly  provided herein, be subject to any other obligation of the Company
(or the performance  thereof).  The Company  acknowledges that a breach by it of
its obligations  hereunder will cause irreparable and material harm to the Payee
and that the remedy at law for any such breach may be inadequate.  Therefore the
Company agrees that, in the event of any such breach or threatened  breach,  the
Payee shall be entitled, in addition to all other available rights and remedies,
at law or in equity, to seek and obtain such equitable relief, including but not
limited to an  injunction  restraining  any such  breach or  threatened  breach,
without the  necessity  of showing  economic  loss and without any bond or other
security being required.


                                       10
<PAGE>

      25. Failure or Indulgence  Not Waiver.  No failure or delay on the part of
the Payee in the  exercise  of any power,  right or  privilege  hereunder  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such power,  right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.

      26. Enforcement Expenses. The Company agrees to pay all costs and expenses
of enforcement of this  Debenture,  including,  without  limitation,  reasonable
attorneys' fees and expenses.

      27. Binding Effect. The obligations of the Company and the Payee set forth
herein  shall be binding  upon the  successors  and  assigns of each such party,
whether or not such successors or assigns are permitted by the terms hereof.

      28.   Compliance  with  Securities  Laws.  The  Payee  of  this  Debenture
acknowledges  that this Debenture is being  acquired  solely for the Payee's own
account and not as a nominee for any other party,  and for investment,  and that
the Payee shall not offer,  sell or otherwise  dispose of this  Debenture  other
than in  compliance  with the laws of the United States of America and as guided
by the rules of the Securities and Exchange  Commission.  This Debenture and any
Debenture  issued in substitution  or replacement  therefore shall be stamped or
imprinted with a legend in substantially the following form:

      "THIS DEBENTURE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW 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 THAT
      REGISTRATION  OF SUCH  SECURITIES  UNDER THE  SECURITIES ACT AND UNDER THE
      PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED."

      29. Severability.  The provisions of this Debenture are severable,  and if
any provision shall be held invalid or  unenforceable in whole or in part in any
jurisdiction,  then such invalidity or unenforceability  shall not in any manner
affect such provision in any other  jurisdiction  or any other provision of this
Debenture in any jurisdiction.


                                       11
<PAGE>

      30. Consent to Jurisdiction.  Each of the Company and the Payee (i) hereby
irrevocably  submits to the  jurisdiction  of the United States  District  Court
sitting in  Central  Florida  and the courts of the State of Florida  located in
Hillsborough  County for the purposes of any suit, action or proceeding  arising
out of or relating to this Debenture and (ii) hereby  waives,  and agrees not to
assert  in any  such  suit,  action  or  proceeding,  any  claim  that it is not
personally  subject to the jurisdiction of such court,  that the suit, action or
proceeding  is brought in an  inconvenient  forum or that the venue of the suit,
action or proceeding is improper.  Each of the Company and the Payee consents to
process  being served in any such suit,  action or  proceeding by mailing a copy
thereof  to such party at the  address  set forth  herein  and agrees  that such
service  shall  constitute  good and  sufficient  service of process  and notice
thereof.  Nothing in this  Section  29 shall  affect or limit any right to serve
process in any other manner permitted by law.

      31. Company Waivers. Except as otherwise specifically provided herein, the
Company  and all  others  that  may  become  liable  for all or any  part of the
obligations  evidenced  by this  Debenture,  hereby waive  presentment,  demand,
notice of  nonpayment,  protest and all other  demands and notices in connection
with the delivery,  acceptance,  performance  and enforcement of this Debenture,
and do hereby  consent to any number of  renewals of  extensions  of the time or
payment  hereof  and agree  that any such  renewals  or  extensions  may be made
without notice to any such persons and without  affecting their liability herein
and do further  consent to the release of any person liable hereon,  all without
affecting the liability of the other  persons,  firms or Company  liable for the
payment of this Debenture, AND DO HEREBY WAIVE TRIAL BY JURY.

            (a) No delay or omission on the part of the Payee in exercising  its
rights under this Debenture, or course of conduct relating hereto, shall operate
as a waiver of such rights or any other right of the Payee, nor shall any waiver
by the Payee of any such right or rights on any one  occasion be deemed a waiver
of the same right or rights on any future occasion.

            (b) THE  COMPANY  ACKNOWLEDGES  THAT THE  TRANSACTION  OF WHICH THIS
DEBENTURE IS A PART IS A COMMERCIAL  TRANSACTION,  AND TO THE EXTENT  ALLOWED BY
APPLICABLE  LAW,  HEREBY  WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO
ANY  PREJUDGMENT  REMEDY WHICH THE PAYEE OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE
TO USE.

      IN WITNESS WHEREOF,  the Company has executed and delivered this Debenture
as of the date first written above.

                                      PETCARE TELEVISION NETWORK, INC.


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