EXHIBIT 10.2 - REGISTRATION RIGHTS AGREEMENT


                        PETCARE TELEVISION NETWORK, INC.

                          REGISTRATION RIGHTS AGREEMENT


         AGREEMENT  made  this  10th  day of May,  2004 by and  between  PetCARE
Television  Network,  Inc.  having an address at 8406  Benjamin  Road,  Suite C,
Tampa, FL 33634 (the  "Company") and Victus Capital,  LP having an address of 25
East 78th Street, New York, NY 10021 (the "Holder").

                              W I T N E S S E T H:

         WHEREAS,  simultaneously  herewith,  the  Company  and the  Holder  are
entering  into a Debt  Conversion  Agreement  pursuant  to which the  Company is
issuing the Holder  restricted  shares of the Company's  Common Stock and Common
Stock Purchase Warrants; and

         WHEREAS, the execution and delivery of this Agreement is a condition to
the closing of the Debt Conversion Agreement.

         NOW THEREFORE,  in consideration of the agreements set forth herein the
parties agree as follows:

1. CERTAIN DEFINITIONS.

         As used in this Agreement, the following terms shall have the following
respective meanings:

         "Commission" means the Securities and Exchange Commission, or any other
Federal agency at the time administering the Securities Act.

         "Common Stock" means the Common Stock,  $.0005 par value per share,  of
the Company and any equity  securities  issued or issuable  with  respect to the
Common Stock in connection with a  reclassification,  recapitalization,  merger,
consolidation or other reorganization.

         "Conversion  Shares"  means the shares of Common  Stock or other equity
securities issued or issuable upon conversion of the debt covered under the Debt
Conversion Agreement.

         "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
or any similar Federal statute,  and the rules and regulations of the Commission
issued under such Act, as they each may, from time to time, are in effect.


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         "Holder" or "Holders" means Victus Capital,  LP and any party who shall
hereafter acquire and hold Registrable Securities.

         "Person" means any individual,  corporation, limited liability company,
limited or general partnership, joint venture, association, joint-stock company,
trust,  unincorporated  organization  or  government  or any agency or political
subdivisions thereof.

         "Registration  Statement"  means a registration  statement filed by the
Company with the Commission for a public  offering and sale of securities of the
Company (other than a  registration  statement on Form S-8 or Form S-4, or their
successors,  or any  other  form  for a  limited  purpose,  or any  registration
statement  covering  only  securities  proposed  to be  issued in  exchange  for
securities or assets of another corporation).

         "Registration Expenses" means the expenses described in paragraph 4.

         "Registrable  Securities"  means any (i)  Conversion  Shares and Common
Stock  Warrant  owned by the Holder and (ii)  shares of Common  Stock  issued or
issuable,  directly or indirectly,  with respect to the Common Stock  referenced
above. As to any particular Registrable Securities,  such securities shall cease
to be Registrable  Securities when (i) a registration  statement with respect to
the sale of such  securities  shall  have  been  declared  effective  under  the
Securities  Act and such  securities  shall have been  disposed of in accordance
with such registration  statement,  or (ii) such securities shall have been sold
(other  than in a  privately  negotiated  sale)  pursuant  to  Rule  144 (or any
successor  provision)  under the Securities Act, or (iii) the Note has been paid
in full.

         "SEC" means the Securities and Exchange Commission.

         "Securities  Act" means the Securities Act of 1933, as amended,  or any
similar Federal statute,  and the rules and regulations of the Commission issued
under such Act, as they each may from time to time, be in effect.

2.       REGISTRATION.

         (a) If the Holder on its own behalf or on behalf of its  members  shall
at any time on one occasion on or after May 10, 2004, give notice to the Company
to the effect that the Holder and/or its Members  contemplates  (i) the transfer
of all or any part of the  Shares  in a manner  which  may  constitute  a public
offering  thereof,  then the Company shall,  as soon as practicable  (but in any
event within ninety days thereafter),  file a registration statement pursuant to
the Act, in order that the  Registrable  Securities may be sold under the Act as
promptly as practicable thereafter, and the Company will use its best efforts to
cause such  registration  to become  effective;  provided  that the Holder shall
furnish the Company with appropriate  information (relating to the intentions of
the Holder and/or of its members and the identity of its members), in connection
therewith as the Company shall reasonably request in writing.  The Company shall
use its best efforts to keep the registration  statement current for a period of
nine months or until all Registrable  Securities registered thereunder have been


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sold,  whichever is sooner. If at the time of the request, the Company has fixed
plans to engage  within 30 days of the date of the request a  registered  public
offering  which in the good faith  opinion of the Board of  Directors,  would be
adversely  affected by the requested  registration,  then the Company may direct
that  the  request  be  delayed  for a period  not to  exceed  90 days  from the
effective  date of such  registration  or material  activity.  All such requests
pursuant to this  Section  2(a) are  referred  to herein as Demand  Registration
Rights.

         (b) If, at any time,  the  Company  proposes or is required to register
any of its equity  securities  or securities  convertible  or  exchangeable  for
equity  securities  under  the  Securities  Act  (other  than  pursuant  to  (i)
registration  on  such  form or  similar  form(s)  solely  for  registration  of
securities in connection with an employee benefit plan or dividend  reinvestment
plan, Form S-8 or (ii) a merger,  consolidation  or acquisition,  Form S-4) on a
registration  statement  on Form  SB-2,  Form S-1 or Form S-3 (or an  equivalent
general  registration form then in effect),  whether or not for its own account,
the Company shall give prompt  written  notice of its intention to do so to each
of the Holders of record of Registrable Securities.  Upon the written request of
any Holder, made within 10 days following the receipt of any such written notice
(which  request  shall  specify the  maximum  number of  Registrable  Securities
intended  to  be  disposed  of  by  such  Holder  and  the  intended  method  of
distribution  thereof), the Company shall use its best efforts to cause all such
Registrable Securities,  the Holders of which have so requested the registration
thereof,  to be registered  under the Securities Act (with the securities  which
the  Company  at the time  proposes  to  register)  to permit  the sale or other
disposition  by  the  Holders  (in  accordance   with  the  intended  method  of
distribution thereof) of the Registrable  Securities to be so registered.  There
is no  limitation  on the  number of  piggyback  registrations  pursuant  to the
preceding  sentence  which the Company is obligated to effect.  No  registration
effected  under this Section 2(b) shall relieve the Company of its obligation to
effect one Demand Registration for the Holder under Section 2(a) hereof.

         (c) The Holder's  rights under this  paragraph  shall be subject of the
limitation  that, in the event that the Company files a  Registration  Statement
for  an  underwritten   public  offering  or  if  another  Holder   initiates  a
Registration,  intending to distribute their Shares in an Underwritten Offering,
the inclusion of the  Registrable  Securities  shall be upon the condition that:
(i) if  requested by the managing  underwriter  as a condition of the  offering,
they be sold through the  underwriters  on the same terms and  conditions as are
applicable to the Company or all other selling  stockholders of the Company;  or
(ii) if such  condition is imposed by the managing  underwriter,  and the Holder
does not wish to sell the Registrable Securities upon such terms and conditions,
the Holder will agree not to transfer or  otherwise  dispose of any  Registrable
Securities  for a period of time  from the  effective  date of the  Registration
Statement (not to exceed 120 days) specified by the managing underwriter.

         (d) At the election of the Holder,  the  Registrable  Securities may be
registered  on behalf of the Holder or the  Holders  members on a pro rata basis
based on their percentage of ownership of the Note.


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         (e) All registration  rights under this paragraph 2, shall terminate on
May 9, 2007.

3. REGISTRATION PROCEDURES.

         If and  whenever  the  Company is required  by the  provisions  of this
Agreement  to use its best  efforts  to effect  the  registration  of any of the
Registrable Securities under the Securities Act, the Company shall:

         (a) file with the Commission a  Registration  Statement with respect to
such Registrable  Securities and use its best efforts to cause that Registration
Statement to become and remain effective;

         (b) as  expeditiously  as possible prepare and file with the Commission
any amendments and supplements to the Registration  Statement and the prospectus
included  in the  Registration  Statement  as  may  be  necessary  to  keep  the
Registration  Statement effective for a period of not less than nine months from
the effective date;

         (c) as  expeditiously  as possible  furnish to Holder  such  reasonable
numbers of copies of the  prospectus,  including a  preliminary  prospectus,  in
conformity with the requirements of the Securities Act, and such other documents
as the selling  Stockholder  may  reasonably  request in order to facilitate the
public sale or other  disposition  of the  Registrable  Securities  owned by the
selling Stockholder and promptly notify the selling stockholder at any time when
a  prospectus  is  required to be  delivered  under the  Securities  Act, of the
happening  of any event as a result of which the  prospectus  would  include  an
untrue statement of material fact or omit to state any material fact required to
be stated therein or necessary to make the statements  therein not misleading in
light of the circumstances then existing; and

         (d) as  expeditiously  as possible  use its best efforts to register or
qualify the Registrable  Securities covered by the Registration  Statement under
the securities or Blue Sky laws of such states as the selling Stockholders shall
reasonably  request,  and do any and all  other  acts  and  things  that  may be
necessary or  desirable to enable the selling  Stockholders  to  consummate  the
public sale or other  disposition in such states of the  Registrable  Securities
owned by the selling Stockholder;  provided, however, that the Company shall not
be  required  in  connection  with this  paragraph  (d) to  qualify as a foreign
corporation  or  execute  a  general  consent  to  service  of  process  in  any
jurisdiction.

         If the Company has delivered  preliminary or final  prospectuses to the
Holder and,  after having done so, the  prospectus is amended to comply with the
requirements of the Securities Act, the Company shall promptly notify the Holder
and,  if  requested,  the  Holder  shall  immediately  cease  making  offers  of
Registrable  Securities and return all prospectuses to the Company.  The Company
shall  promptly  provide the Holder with  revised  prospectuses  and,  following
receipt of the revised  prospectuses,  the Holder shall be free to resume making
offers of the Registrable Securities.


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4.       ALLOCATION OF EXPENSES.

         The Company  will pay all  Registration  Expenses of all  registrations
under this Agreement;  provided,  however, that if a registration filed pursuant
to demand made by holder under Section 2(a) above is withdrawn at the request of
the Holder  (other than as a result of  information  concerning  the business or
financial  condition of the Company  which is made known to the Holder after the
date on which such  registration  was requested) and if the Holder elects not to
have such registration  counted as a registration  requested under Section 2(a),
the Holder shall pay the portion of Registration Expenses in the proportion that
the market value of their Registrable  Securities  included in such registration
bear to all of securities  included therein.  For purposes of this Section,  the
term "Registration  Expenses" shall mean all expenses incurred by the Company in
complying with this Agreement,  including,  without limitation, all registration
and  filing  fees,   exchange  listing  fees,   printing   expenses,   fees  and
disbursements  of counsel for the Company state Blue Sky fees and expenses,  and
the  expense  of  any  special  audits  incident  to or  required  by  any  such
registration,  but excluding underwriting discounts, selling commissions and the
fees and expenses of Holder's own counsel.

5.       INDEMNIFICATION.

         In the event of any  registration of any of the Registrable  Securities
under the Securities Act pursuant to this Agreement,  the Company will indemnify
and hold harmless the seller of such Registrable  Securities,  and its directors
and officers,  each underwriter of such Registrable  Securities,  and each other
person,  if any, who controls such seller or  underwriter  within the meaning of
the  Securities Act or the Exchange Act against any losses,  claims,  damages or
liabilities,  joint or several, to which such seller, underwriter or controlling
person may become  subject under the  Securities  Act, the Exchange  Act,  state
securities  or Blue Sky laws or  otherwise,  in so far as such  losses,  claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue  statement or alleged  untrue  statement  of any  material  fact
contained in any Registration  Statement under which such Registrable Securities
were registered  under the Securities  Act, any preliminary  prospectus or final
prospectus  contained  in  the  Registration  Statement,  or  any  amendment  or
supplement to such Registration Statement, and any document incorporated therein
by reference or arise out of or are based upon the omission or alleged  omission
to state a material fact required to be stated  therein or necessary to make the
statements  therein not misleading;  and the Company will reimburse such seller,
underwriter and each such controlling person for any legal or any other expenses
reasonably  incurred  by such  seller,  underwriter  or  controlling  person  in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability or action;  provided,  however, that the Company will not be liable in
any such case to the  extent  that any such  loss,  claim,  damage or  liability
arises out of or is based upon any untrue  statement  or  omission  made in such
Registration  Statement,  preliminary  prospectus  or  prospectus,  or any  such
amendment or  supplement,  in reliance upon and in conformity  with  information
furnished  to  the  Company,  in  writing,  by  or on  behalf  of  such  seller,
underwriter  or  controlling  person  specifically  for  use in the  preparation
thereof.


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         In the event of any  registration of any of the Registrable  Securities
under the Securities Act pursuant to this Agreement,  each seller of Registrable
Securities,  severally  and not jointly,  will  indemnify  and hold harmless the
Company,  each of its directors,  and officers and each underwriter (if any) and
each person, if any, who controls the Company or any such underwriter within the
meaning of the Securities Act or the Exchange Act,  against any losses,  claims,
damages or liabilities,  joint or several, to which the Company,  such directors
and officers,  underwriters  or controlling  person may become subject under the
Securities  Act,  Exchange Act, state  securities or Blue Sky laws or otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based upon any untrue  statement or alleged untrue
statement of a material fact contained in any Registration Statement under which
such  Registrable  Securities  were  registered  under the  Securities  Act, any
preliminary  prospectus  or  final  prospectus  contained  in  the  Registration
Statement,  or any  amendment or supplement to the  Registration  Statement,  or
arise out of or are based  upon any  omission  or  alleged  omission  to state a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading,  if the statement or omission was made in reliance upon
and in conformity with information  furnished in writing to the Company by or on
behalf of such seller,  specifically  for use in connection with the preparation
of such Registration Statement,  prospectus,  amendment or supplement; provided,
however,  that the  obligations of such seller  hereunder shall be limited to an
amount equal to the proceeds to such  Stockholder  from  Registrable  Securities
sold as contemplated herein.

         Each party  entitled  to  Indemnification  under this  paragraph 5 (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom;  providing,  that counsel for the Indemnifying
Party,  who shall  conduct  the  defense of such claim or  litigation,  shall be
approved by the  Indemnified  party (whose  approval  shall not be  unreasonably
withheld); and, provided,  further, that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the  Indemnifying  Party of its
obligations under this Agreement.  The Indemnified party may participate in such
defense at such party's expense; provided,  however, that the Indemnifying Party
shall  pay such  expense  if  representation  of such  Indemnified  party by the
counsel retained by the Indemnifying  Party would be inappropriate due to actual
or potential  differing  interests  between the Indemnified  Party and any other
party represented by such counsel in such proceeding.  No Indemnifying Party, in
the defense of any such claim or  litigation  shall,  except with the consent of
each  Indemnified  party,  consent  to entry of any  judgment  or enter into any
settlement which does not include as an unconditional term thereof the giving by
the  claimant  or  plaintiff  to such  Indemnified  Party of a release  from all
liability in respect of such claim or litigation, and no Indemnified Party shall
consent to entry of any judgment or settle such claim or litigation  without the
prior written consent of the Indemnifying Party.


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6. INDEMNIFICATION WITH RESPECT TO UNDERWRITTEN OFFERING.

         In the  event  that  Registrable  Securities  are  sold  pursuant  to a
Registration  Statement in an underwritten  offering  pursuant to  sub-paragraph
2(a) or 2(b),  the  Company  agrees  to  enter  into an  underwriting  agreement
containing customary representations and warranties with respect to the business
and  operations of an issuer of the  securities  being  registered and customary
covenants  and  agreements  to be performed by such  issuer,  including  without
limitation  customary  provisions with respect to indemnification by the Company
of the underwriters of such offering.

7. INFORMATION BY HOLDER.

         The Holder shall furnish to the Company such information regarding such
Holder and the  distribution  proposed by such Holder as the Company may request
in  writing  and as shall  be  required  in  connection  with any  registration,
qualification or compliance referred to in this Agreement.

8. SELECTION OF UNDERWRITER.

         In the case of any  registration  effected  pursuant to this Agreement,
the Company  shall have the right to designate the managing  underwriter  in any
underwritten offering.

9. SUCCESSORS AND ASSIGNS.

         The  provisions of this  Agreement  shall be binding upon, and inure to
the  benefit  of, the  respective  successors,  assigns,  heirs,  executors  and
administrators of the parties hereto.

10. FURTHER ASSURANCES.

         From and after the date hereof, all persons subject to or bound by this
Agreement  shall from time to time,  at the request of any such other person and
without  further  consideration,  do, execute and deliver,  or cause to be done,
executed and  delivered,  all such further acts,  things and  instruments as may
reasonably be requested or required more effectively to evidence and give effect
to the  provisions,  intent and purposes of this Agreement  (including,  without
limitation,  certificates to the effect that this Agreement  continues operative
and as to any defaults hereunder or modifications hereof).

11.      NOTICE.

         All notices, requests,  demands, offerings,  acceptances,  consents and
other  communications  required or permitted under this Agreement shall,  unless
otherwise provided, be in writing and shall be deemed to have been duly given if
personally  delivered  and  actually  received  or  if  mailed  by  first  class
registered or certified mail, return receipt requested,  or by first class mail,
addressed to the parties hereto at their  respective  addresses set forth on the
first page of this  Agreement or in each case to such other person or address as
may be designated by notice  hereunder.  Any such notice,  etc.  shall be deemed


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given on the date of delivery, if delivered,  or on the fifth day after the date
of mailing, if mailed.

12. GOVERNING LAW; INTERPRETATION.

         (a) This  Agreement  shall be governed by and construed and enforced in
accordance  with the laws of the State of Florida  applicable to contracts  made
and to be performed exclusively therein as to all matters,  without reference to
the conflicts of law provision thereof.

         (b) All  pronouns  and words  shall be read in  appropriate  number and
gender, the masculine,  feminine and neuter shall be interpreted interchangeably
and singular shall include the plural and vice versa, as the  circumstances  may
require.

13. SUBMISSION TO JURISDICTION.

         Each of the parties  hereto  irrevocably  submits to the  non-exclusive
jurisdiction of the federal and state courts located in Florida and New York.

14. The Company represents that it has not offered superior or more advantageous
registration  rights  to any other  shareholder,  but that if it does so it will
offer the same rights to Holder.



                            [SIGNATURE PAGE FOLLOWS]



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         IN WITNESS  WHEREOF,  the parties  hereto have hereunto set their hands
and seals to this instrument, as of the date first above written.


                                     PETCARE TELEVISION NETWORK, INC.



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




                                     HOLDER:

                                     VICTUS CAPITAL, LP


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



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