EXHIBIT 10.34

THIS NOTE 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.


                    SUBORDINATED CONVERTIBLE PROMISSORY NOTE


U.S. $1,000,000                                              NEW YORK, NEW YORK
NO.: PN-04-01                                                FEBRUARY 13, 2004


      FOR VALUE RECEIVED,  the undersigned,  PetCARE Television Network, Inc., a
Florida  corporation  (the  "Company"),  hereby  promises to pay to the order of
VICTUS CAPITAL,  LP or any future  permitted holder of this promissory note (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 One Million  Dollars  (U.S.  $1,000,000),  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  promissory note (the "Note").  This Note is the Note
referred to in the Note Purchase Agreement dated as of February 13, 2004 between
the  Company  and the  purchasers  named  therein  (the  "Purchase  Agreement").
Capitalized  terms used and not otherwise  defined herein shall the meanings set
forth for such terms in the Purchase Agreement.

      1. Principal Payment; Interest Payment; Subordination.

            (a) The  Company  shall repay in full the entire  principal  balance
then  outstanding  under this Note plus any accrued  but unpaid  interest on the
first to occur (the  "Maturity  Date") of: (i) February  13,  2005,  or (ii) the
acceleration of the obligations as contemplated by this Note.

            (b) Interest on the outstanding principal balance of this Note shall
be payable quarterly at the rate of $62,500 per quarter. In order to insure that
interest payments are made,  $250,000 of the principal amount of this Note shall
be delivered to Jenkens & Gilchrist  Parker Chapin LLP, as escrow agent, to hold
in an escrow account for the purposes of making

<PAGE>

quarterly  interest  payments to the Payee under this Note. Upon acceleration of
the  obligations as contemplated by this Note or upon conversion of this Note as
set forth in Section 2 hereof, the remaining balance,  if any, being held in the
escrow account shall be promptly delivered to the Payee.

            (c) Except as otherwise  provided in this Section 1(c), all payments
due under this Note 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
Note prior to the  Maturity  Date,  and any such payment by the Company to Payee
shall be turned  over by Payee to Pet Edge,  regardless  or whether the Pet Edge
Indebtedness  is then due,  except that the Company may make quarterly  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 Note 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 Note 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
Note plus any  accrued  but unpaid  interest  shall be due and  payable in cash;
provided,  however,  the Payee shall have the sole option to convert at any time
while this Note is outstanding  the  outstanding  principal  amount of this Note
plus any  accrued but unpaid  interest  into (i) such number of shares of equity
securities of the Company issued  pursuant to the Transaction (as defined below)
equal to the principal  amount of this Note plus any accrued but unpaid interest
being converted  divided by the price per share of the equity  securities  being
issued  pursuant  to the  Transaction,  or (ii) 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 Note plus any accrued but unpaid  interest  being
converted  divided by the  Conversion  Price.  For  purposes  of this Note,  the
"Transaction"  shall  mean  the  consummation  of a  private  placement  of  the
Company's equity securities  generating at least $1,000,000 in gross proceeds to
the Company  (not  including  any  expenses  or fees  required to be paid by the
Company  in  connection  with  the  Transaction).  For  purposes  of this  Note,
"Conversion  Price" shall mean $.375.  The Conversion  Price shall be subject to
adjustment  pursuant  to Section 3 hereof.  Upon the  exchange  of this Note for
equity  securities of the Company or upon conversion of this Note into shares of
Common Stock, the outstanding  principal amount of this Note,  together with any
accrued but unpaid  interest,  shall be deemed to be the  consideration  for the
Payee's interest in such equity securities or shares of Common Stock.

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<PAGE>

            (b) In the event that the Payee  elects to  exchange  this Note into
shares of equity securities of the Company upon consummation of the Transaction,
the  Company  shall  issue  and  deliver  to the  Payee  by  express  courier  a
certificate or certificates  representing  such equity securities being acquired
upon the  exchange  of this Note not  later  than the date of  delivery  of such
certificates to any other investor in the Transaction.

            (c) In the event  that the Payee  elects to  convert  this Note into
shares of Common Stock at any time while this Note is  outstanding,  the Company
shall,  not later than five (5) trading days after the  conversion of this Note,
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 Note.

      3. 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 3(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:

                        (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.

                                       3
<PAGE>

                  (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
Note 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 Note 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
3(a)(iii) with respect to the rights of the holder of this Note.

                  (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  or
exchangeable  into 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 Note 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
Note  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 Note. 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
the Common Stock for the five (5) consecutive trading days immediately preceding
the date of conversion of this Note.

            (d) Reservation of Common Stock. The Company shall at all times when
this Note 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 Note.

      4. No Rights  as  Shareholder.  Nothing  contained  in this Note  shall be
construed as conferring  upon the Payee,  prior to the  conversion of this Note,
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.

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<PAGE>

      5. 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 New
York, such payment may be due on the next succeeding business day.

      6.  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  Note 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 Note and to
perform its obligations hereunder.

            (c) The  execution,  delivery and  performance of this Note 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 Note.

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

            (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

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<PAGE>

            (c)  any  representation,  warranty  or  certification  made  by the
Company herein, in the Transaction  Documents 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

            (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

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<PAGE>

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

            (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 Note into shares of Common Stock.

      8.  Remedies  Upon An Event of Default.  If an Event of Default shall have
occurred and shall be continuing,  the Payee of this Note may at any time at its
option,  (a) declare the entire unpaid principal balance of this Note,  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  7(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 Note 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.

      9. 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 Note (or any  replacement  hereof),  and without  requiring an indemnity
bond or other  security,  or, in the case of a  mutilation  of this  Note,  upon
surrender and  cancellation of such Note, the Company shall issue a new Note, of
like tenor and amount,  in lieu of such lost,  stolen,  destroyed  or  mutilated
Note.

      10. Parties in Interest, Transferability.  This Note 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 Note may
be transferred or sold, subject to the provisions of Section 19 of this Note, or
pledged, hypothecated or otherwise granted as security by the Payee.

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

      12. 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

                                       7
<PAGE>

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.

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

      With a copy to:         Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                              New York, New York 10174
                              Attention:  Christopher S. Auguste
                              Tel. No.: (212) 704-6000
                              Fax No.: (212) 704-6288

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

      with a copy to:         Sommer & Schneider, LLP
                              595 Stewart Avenue, Suite 710
                              Garden City, New York 11530
                              Attention: Joel Schneider
                              Tel. No.: (516) 228-8181
                              Fax No.:  (516) 228-8211

      13.  Governing  Law.  This Note  shall be  governed  by and  construed  in
accordance  with the  internal  laws of the  State of New York,  without  giving
effect to the choice of

                                       8
<PAGE>

law  provisions.  This  Note  shall not be  interpreted  or  construed  with any
presumption against the party causing this Note to be drafted.

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

      15.  Remedies,   Characterizations,   Other   Obligations,   Breaches  and
Injunctive Relief. The remedies provided in this Note shall be cumulative and in
addition to all other  remedies  available  under this Note, 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 Note. 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.

      16. 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.

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

      18. 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.

      19.  Compliance with Securities Laws. The Payee of this Note  acknowledges
that this Note 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 Note 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  Note  and  any  Note  issued  in
substitution  or  replacement  therefore  shall be stamped or  imprinted  with a
legend in substantially the following form:

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<PAGE>

      "THIS NOTE 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."

      20.  Severability.  The provisions of this Note 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
Note in any jurisdiction.

      21. 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 the Southern  District of New York and the courts of the State of New
York  located  in New York  county  for the  purposes  of any  suit,  action  or
proceeding  arising out of or relating to this Note 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 in Section 12
hereof and agrees that such service shall constitute good and sufficient service
of process and notice thereof.  Nothing in this Section 21 shall affect or limit
any right to serve process in any other manner permitted by law.

      22. 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 Note, 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 Note, 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 Note, AND
DO HEREBY WAIVE TRIAL BY JURY.

            (a) No delay or omission on the part of the Payee in exercising  its
rights under this Note, 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.

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<PAGE>

            (b) THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE
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.

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<PAGE>

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


                                    PETCARE TELEVISION NETWORK, INC.



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

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