Exhibit 10.31

                          H. C. WAINWRIGHT & CO., INC.
                             INVESTMENTS SINCE 1868

     245 Park Avenue                                         Tel. (212) 856-5700
        44th Floor                                                         (800)
                                                                        729-3940
    New York, NY 10167                                       Fax. (212) 856-5750



February 2, 2004


CONFIDENTIAL
Philip M. Cohen
President & Chief Executive Officer
PetCARE Television Network, Inc.
8406 Benjamin Road, Suite C
Tampa, FL 33634

Attention:      Philip M. Cohen
                President & Chief Executive Officer

      This letter agreement (this  "Agreement")  confirms the engagement of H.C.
Wainwright & Co., Inc. ("HCW") by PetCARE Television Network, Inc. ("PetCARE" or
the  "Company")  as  placement  agent to  arrange  the sale of debt,  equity  or
equity-linked  securities (the "Securities") on behalf of the Company.  The sale
of  Securities  (the  "Financing"  or  "Financings")  may be completed  under an
effective shelf registration  statement,  if applicable,  or may occur through a
private placement pursuant to one or more exemptions from registration under the
Securities  Act of 1933, as amended (the  "Securities  Act"),  and in compliance
with  applicable  securities laws of states and other  jurisdictions  ("Blue Sky
Laws").

      1.  Authorization  Period.  HCW's engagement shall become effective on the
date hereof and,  unless  extended by PetCARE and HCW, shall expire one (1) year
after the  signing  of this  Agreement.  In the event that there has not been an
initial  closing on a Financing  totaling  $500,000  (the "Bridge  Loan") within
ninety (90) days of the execution of this  Agreement,  the Company may terminate
this Agreement in writing upon ten days notice.  The period from the date hereof
through the expiration of this Agreement is called the "Authorization Period."

      2.  Retention.  Subject  to the terms and  conditions  of this  Agreement,
PetCARE  hereby  engages HCW to act on behalf of the Company as placement  agent
during the  Authorization  Period to arrange the sale of Securities in an amount
and on terms and conditions  satisfactory  to the Company and HCW hereby accepts
such engagement.

      During  the  remaining  months  of the  Authorization  Period  immediately
following  the  closing of the Bridge  Loan,  PetCARE  shall not,  and shall not
permit its affiliates or their  representatives to, directly or indirectly,  (i)
offer any  Securities  for sale to, or otherwise  contact,  discuss or negotiate
with respect to any offer or sale of any Securities with, any person,  except as
it  pertains to offers  made prior to the  Authorization  Period (a list of said
offers is attached  hereto as Exhibit "A") and closed  during the  Authorization
Period,  (ii) authorize anyone other than HCW to act on behalf of the Company to
place any  Securities or (iii) have any  discussions  or  negotiations  with any
person other than HCW with respect to engaging such person as a finder,  broker,
dealer,  agent or financial  advisor in connection  with any sale of Securities.
PetCARE  shall,  and shall  cause  its  affiliates  and its and their  officers,
directors,  employees and  representatives to, promptly refer to HCW all offers,
inquiries and proposals  relating to any Securities  received at any time during
the Authorization  Period.  Notwithstanding  anything to the contrary  contained
herein,  from the  execution of this  Agreement  until the closing of the Bridge
Loan,  the Company may continue to offer any of its Securities for sale, and the
relationship  between HCW and  PetCARE  shall be  non-exclusive  and PetCARE may
engage  other  investment  bankers  on a  non-exclusive  basis to  assist in its
endeavors to raise additional capital.  Upon the closing of the Bridge Loan, HCW
shall  become  PetCARE's  exclusive  placement  agent  during  the  term of this
Agreement.

<PAGE>

      2. Compensation. PetCARE shall pay HCW the compensation set forth below:

            a. Cash Fee. PetCARE shall pay to HCW a non-refundable  retainer fee
of common stock warrants to purchase 50,000 shares of the Company's common stock
(the  "Common  Stock") at an exercise  price of $0.001 per share that shall have
the same rights and  privileges  associated  with the placement  agent  warrants
detailed  below.  This retainer fee shall be payable  promptly upon execution of
this  Agreement,  which shall be offset against the cash placement fee.  PetCARE
shall pay HCW a cash placement fee equal to 10.0% on any gross proceeds received
by the Company in connection with the Financings thereafter.  The cash placement
fee shall be payable on the closing date on which such  aggregate  consideration
is received by the  Company.  HCW shall act as  solicitation  agent on behalf of
PetCARE  in  connection  with  the  exercise  of  investor  warrants  issued  in
connection  with  the  Financings  and  shall  pay  HCW a cash  fee of 4% of the
aggregate  consideration  received by PetCARE in connection with the exercise of
such warrants.

            b. Placement Agent Warrants. On each closing date on which aggregate
consideration  is paid or becomes  payable,  PetCARE  shall  issue to HCW or its
permitted  assigns  warrants (the  "Warrants")  to purchase 20% of the amount of
Securities  issued to  purchasers.  The exercise  price of the Warrants shall be
equal to the price at which  common  equity of the  Company is issued (or in the
event of a convertible  security,  the  conversion  price or exercise price into
common equity on the closing date). The Warrants shall be exercisable  after the
date of issuance and shall expire five years after the date of issuance,  unless
otherwise  extended  by  the  Company.  The  Warrants  shall  include  customary
anti-dilution  protection,  including protection against issuances of securities
at prices (or with exercise prices, in the case of warrants,  options or rights)
below the exercise price of the Warrants,  a cashless  exercise  provision,  and
shall be  non-redeemable.  The Warrants,  subject to the written  consent of Pet
Edge, LLC, shall include one demand registration right exercisable following the
first  anniversary  of the  closing,  and  piggyback  registration  rights.  The
Warrants shall be transferable within HCW, at HCW's discretion.  Notwithstanding
the foregoing, the compensation payable under this section may be paid in shares
of PetCARE common stock, subject to mutual agreement between HCW and PetCARE.

            c. Tail Period. PetCARE shall and shall cause its affiliates to, pay
to HCW  all  compensation  described  in  this  Section  3 with  respect  to all
Securities sold to a purchaser or purchasers at any time prior to the expiration
of twelve (12) months after the expiration of this Agreement (the "Tail Period")
if (i) such purchaser or purchasers were identified to the Company by HCW during
the  Authorization  Period,  (ii) HCW advised the Company  with  respect to such
purchaser or purchasers during the Authorization  Period or (iii) the Company or
HCW had discussions with such purchaser or purchasers  during the  Authorization
Period.

      4.  Reimbursements.  Until  the  Financing  or  sales  of  Securities  are
consummated,  the  Company  shall  reimburse  HCW  for  all  of  its  reasonable
out-of-pocket  expenses,  not to exceed  $5,000 in the  aggregate,  without  the
written  consent  of  PetCARE,  incurred  in  connection  with  its  engagement,
including the fees and  disbursements of counsel for HCW and the expenses of any
travel that may be  necessary.  Once the  Financing or sales of  Securities  are
consummated,  the  Company  shall  reimburse  HCW  for  all  of  its  reasonable
out-of-pocket  expenses,  not to exceed an  aggregate  of  $20,000  without  the
written  consent  of  PetCARE,  incurred  in  connection  with  its  engagement,
including the fees and  disbursements of counsel for HCW and the expenses of any
travel that may be necessary.  In connection with the reimbursement of expenses,
HCW  shall  provide  PetCARE  with  appropriate   documentation   detailing  the
out-of-pocket expenses incurred in connection with its engagement.

      5.   Representations,   Warranties  and  Covenants  of  PetCARE.   PetCARE
represents and warrants to, and covenants with, HCW as follows:

            a.  Neither  the  Company  nor any  person  acting on its behalf has
taken,  and  PetCARE  shall not and shall not  permit  its  affiliates  to take,
directly  or  indirectly,  any  action  so as to cause  any of the  transactions
contemplated  by this  Agreement  to  fail  to be  entitled  to  exemption  from
registration  or  qualification  under all applicable  securities  laws or which
constitutes general advertising or general solicitation (as those terms are used
in Regulation D under the Securities Act) with respect to the Securities.

            b. PetCARE  shall take and shall cause its  affiliates  to take such
actions  as may be  required  to  cause  compliance  with  this  Agreement.  HCW
acknowledges  that  PetCARE  may  cause its  affiliates  to  perform  any of its
obligations hereunder;  provided, however, that PetCARE's intention to do so (or
any action by PetCARE or HCW in respect  thereof) shall not relieve PetCARE from
its obligation to perform such obligations when due.

            c. The Company will furnish,  or cause to be furnished,  to HCW such
information as HCW believes  appropriate  to its engagement  hereunder (all such
information,  the  "Information"),  and the  Company  represents  that  all such
Information will be accurate and complete in all material respects.  The Company
will notify HCW promptly of any change

                                       2
<PAGE>

that may be  material in such  Information.  It is  understood  that HCW will be
entitled  to rely  on and use the  Information  and  other  information  that is
publicly available without independent verification, and will not be responsible
in any respect for the  accuracy,  completeness  or  reasonableness  of all such
Information  or to conduct any  independent  verification  or any  appraisal  or
physical inspection of properties or assets.


      6.  Representations,  Warranties  and Covenants of HCW. HCW represents and
warrants to, and covenants with, PetCARE as follows:

            a. None of HCW, its affiliates or any person acting on behalf of HCW
or any of such affiliates has engaged or will engage in any general solicitation
or  general  advertising  (as  those  terms are used in  Regulation  D under the
Securities Act) with respect to the Securities.

            b. HCW will use its best efforts to conduct the offering and sale of
Securities  so  that   Securities  are  sold  in  a  transaction  or  series  of
transactions exempt from registration under the Securities Act.

            c. HCW will send Materials related to the Financings only to persons
that the HCW reasonably  believes are  "accredited  investors" (as defined under
Rule 501(a) of the Securities Act).

            d. HCW agrees that, except as otherwise required by law,  regulation
or court order or as  contemplated by its engagement  hereunder,  the non-public
Information   furnished  to  HCW  by  the  Company  shall  be  held  by  HCW  as
confidential.

      7.  Indemnification.  The Company and HCW agree to the indemnification and
other  agreements  set  forth in the  attached  Indemnification  Agreement,  the
provisions of which are incorporated herein by reference.

      8.  Subsequent  Offerings.  HCW shall have the right from the date  hereof
until  twelve  months  after the  expiration  of this  Agreement,  to act as the
managing  placement agent in connection with the sale of equity or equity-linked
securities through a Private Placement or Directed Public Offering under a shelf
registration statement. In addition, during the Authorization Period and for two
years   thereafter,   HCW,  subject  to  the  approval  of  PetCARE's   managing
underwriter,  shall  have the right to  participate  as a co-lead  manager in an
underwritten  public  offering of the Company's  securities  and shall receive a
percentage of the gross  underwriting fees equal to the percentage of securities
sold by HCW in the offering, including its pro-rata share of any non-accountable
expense  allowances,  associated  with any sale of equity  securities  and HCW's
name, subject to the approval of PetCARE's managing underwriter, shall appear as
a co-managing underwriter on the cover of any prospectus used in connection with
any sale of equity securities  described in this clause. If however, the Company
is involved in a Business Combination as defined below, excluding  acquisitions,
the  terms  and  conditions  in this  section  will  become  null  and  void and
participation in subsequent offerings will be renegotiated between the surviving
entity and HCW.

      9. Mergers & Acquisitions.  During the Authorization Period, HCW shall act
as the financial  advisor to the Company with respect to any potential  business
combination involving the Company, including acquisitions or mergers or the sale
of the  Company or  certain  assets or  divisions  of the  Company (a  "Business
Combination").  HCW shall be compensated for any Business Combination  completed
during the  Authorization  Period or for the twelve (12) month period thereafter
(the "Tail Period") with any person with whom the Company or HCW had discussions
with during the Authorization Period or with any person identified by HCW during
the  Authorization  Period.  PetCARE  shall pay HCW an amount (the  "Transaction
Fee") according to the schedule hereunder, based on the transaction value, which
is payable in cash on the closing date of such Business Combination.

                 ------------------------------------------------------
                 Transaction Value            Transaction Fee
                 ------------------------------------------------------
                 Up to $50,000,000            2.0% of such amount; plus
                 ------------------------------------------------------
                 In excess of 50,000,000      1.5% of such amount
                 ------------------------------------------------------

For the six month period following the expiration of this Agreement,  if PetCARE
elects to pursue the sale of the  Company or  receives  an offer to  purchase or
merge with the Company by a person not covered under the section above,  PetCARE
agrees to engage  HCW to act as its  financial  advisor in  connection  with the
potential  sale or merger.  The Company  shall  compensate  HCW as its financial
advisor  under terms that reflect HCW's normal and  customary  compensation  for
such  services,  as agreed  between  PetCARE  and HCW in good  faith.  HCW shall
provide  financial  advisory  services on terms to be  negotiated  in good faith
prior to the Closing.

                                       3
<PAGE>

      10.  Survival  of  Certain  Provisions.   The  expense,   indemnification,
reimbursement and contribution obligations of PetCARE provided herein and in the
attached Indemnification  Agreement and HCW's rights to compensation (which term
includes  all fees,  amounts  and  Warrants  due or which may become  due) shall
remain operative and in full force and effect  regardless of (i) any withdrawal,
termination  or  consummation  of or  failure  to  initiate  or  consummate  any
transaction described herein which is determined to be a result of the Company's
failure to perform under the terms of this Agreement,  or (ii) the completion or
expiration of this Agreement.



      11.  Notices.  Notice  given  pursuant  to any of the  provisions  of this
Agreement shall be given in writing and shall be sent by certified mail,  return
receipt request or recognized  overnight courier or personally  delivered (a) if
to the Company,  to PetCARE  Television  Network,  Inc.  office at 8406 Benjamin
Road, Suite C, Tampa, FL 33634.  Attention:  Philip M. Cohen,  President & Chief
Executive  Officer;  and (b) if to HCW, to its office at 245 Park  Avenue,  44th
floor, New York, NY 10167. Attention: Ari Fuchs.

      12. Confidentiality.  No financial advice rendered by HCW pursuant to this
Agreement  may be disclosed  publicly in any manner  without HCW's prior written
consent, except as may be required by law, regulation or court order but subject
to the limitation below. If the Company is required or reasonably  expects to be
so required to disclose any advice, PetCARE shall provide HCW with prompt notice
thereof so that HCW may seek a protective order or other appropriate  remedy and
take  reasonable  efforts to assure  that all of such advice  disclosed  will be
covered by such order or other remedy. Whether or not such a protective order or
other remedy is obtained, PetCARE will and will cause its affiliates to disclose
only that portion of such advice which the Company is so required to disclose.

      13. Miscellaneous.  This Agreement (including the attached Indemnification
Agreement) sets forth the entire agreement  between the parties,  supersedes and
merges all prior written or oral  agreements  with respect to the subject matter
hereof,  may only be amended in writing and shall be governed by the laws of the
State of New York  applicable  to agreements  made and to be performed  entirely
within such  State.  The parties  shall make  reasonable  efforts to resolve any
dispute  concerning  this Agreement,  its  construction or its alleged breach by
face-to-face negotiations. If such negotiations fail to resolve the dispute, the
dispute shall be finally  decided by  arbitration  in accordance  with the rules
then in effect of the American Arbitration Association.  Any arbitration will be
conducted in the New York City metropolitan area. PetCARE (for the Company,  for
anyone  claiming  through  or in the name of the  Company  and on  behalf of the
equity holders of the Company) and HCW each hereby  irrevocably waives any right
it may  have to  trial  by jury in  respect  of any  claim  arising  out of this
Agreement or the transactions contemplated hereby.

            This Agreement may not be assigned by either party without the prior
written consent of the other party.

            If any  provision of this  Agreement is  determined to be invalid or
unenforceable in any respect,  such determination will not effect such provision
in any other respect or any other provision of this Agreement.

            Please confirm that the foregoing correctly sets forth our agreement
by signing and returning to HCW the enclosed duplicate copy of this Agreement.

                              Very truly yours,

                              H.C. Wainwright & Co., Inc.


                              By: /s/Daniel Ripp
                                  -----------------------------------
                              Name:  Daniel Ripp
                              Title:    President

Accepted and agreed to as of
the date first written above

PetCARE Television Network, Inc.


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

                                       4
<PAGE>

TO:   H.C. Wainwright & Co., Inc.                       February 2, 2004
      245 Park Avenue, 44th Floor
      New York, NY 10167

      In connection  with your  engagement  pursuant to our letter  agreement of
even date herewith (the  "Engagement"),  we agree to indemnify and hold harmless
H.C. Wainwright & Co., Inc. ("H.C. Wainwright" or "you") and its affiliates, the
respective  directors,   officers,   partners,  agents  and  employees  of  H.C.
Wainwright and its affiliates,  and each other person, if any,  controlling H.C.
Wainwright or any of its affiliates (collectively,  "Indemnified Persons"), from
and against, and we agree that no Indemnified Person shall have any liability to
us or our owners,  parents,  affiliates,  security holders or creditors for, any
losses,  claims,  damages or  liabilities  (including  actions or proceedings in
respect  thereof)  (collectively  "Losses") (A) related to or arising out of (i)
our actions or failures to act  (including  statements  or  omissions  made,  or
information provided, by us or our agents) or (ii) actions or failures to act by
an Indemnified Person with our consent or in reliance on our actions or failures
to act, or (B)  otherwise  related to or arising out of the  Engagement  or your
performance  thereof,  except that this clause (B) shall not apply to any Losses
that are finally judicially  determined to have resulted primarily from your bad
faith  or  gross  negligence  or  breach  of  the  letter  agreement.   If  such
indemnification  is for any reason not  available  or  insufficient  to hold you
harmless, we agree to contribute to the Losses involved in such proportion as is
appropriate  to reflect the relative  benefits  received (or  anticipated  to be
received) by us and by you with respect to the Engagement or, if such allocation
is judicially  determined  unavailable,  in such proportion as is appropriate to
reflect other equitable  considerations  such as the relative fault of us on the
one hand and of you on the other  hand;  provided,  however,  that,  in no event
shall the amount to be contributed  by you exceed the fees actually  received by
you under the Engagement.

      We will  reimburse  each  Indemnified  Person for all expenses  (including
reasonable  fees and  disbursements  of  counsel)  as they are  incurred by such
Indemnified Person in connection with investigating,  preparing for or defending
any action,  claim,  investigation,  inquiry,  arbitration  or other  proceeding
("Action")  referred  to above  (or  enforcing  this  agreement  or any  related
engagement  agreement),  whether or not in connection with pending or threatened
litigation in which any Indemnified  Person is a party,  and whether or not such
Action is initiated or brought by you . We further agree that we will not settle
or  compromise  or  consent  to the  entry of any  judgment  in any  pending  or
threatened  Action in respect of which  indemnification  may be sought hereunder
(whether or not an Indemnified  Person is a party therein)  unless we have given
you reasonable  prior written  notice  thereof and used all reasonable  efforts,
after  consultation  with  you,  to  obtain  an  unconditional  release  of each
Indemnified  Person from all liability  arising  therefrom.  In the event we are
considering entering into one or a series of transactions  involving a merger or
other  business  combination  or  a  dissolution  or  liquidation  of  all  or a
significant  portion of our assets, we shall promptly notify you in writing.  If
requested  by H.C.  Wainwright,  we shall then  establish  alternative  means of
providing  for  our  obligations  set  forth  herein  on  terms  and  conditions
reasonably satisfactory to H.C. Wainwright.

      If multiple  claims are brought  against you in any Action with respect to
at least one of which  indemnification  is permitted  under  applicable  law and
provided for under this agreement, we agree that any judgment, arbitration award
or other monetary award shall be conclusively deemed to be based on claims as to
which  indemnification  is permitted and provided for. In the event that you are
called or subpoenaed  to give  testimony in a court of law, we agree to pay your
expenses  related  thereto  and  $5,000 per person per day for every day or part
thereof  that  we are  required  to be  there  or in  preparation  thereof.  Our
obligations  hereunder  shall be in addition to any rights that any  Indemnified
Person may have at common law or otherwise.  Solely for the purpose of enforcing
this agreement,  we hereby consent to personal  jurisdiction  and to service and
venue in any court in which any claim  which is  subject  to this  agreement  is
brought by or against any Indemnified  Person. We acknowledge that in connection
with the  Engagement  you are acting as an  independent  contractor  with duties
owing solely to us. YOU HEREBY AGREE, AND WE HEREBY AGREE ON OUR OWN BEHALF AND,
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF OUR SECURITY HOLDERS, TO
WAIVE ANY RIGHT TO TRIAL BY JURY WITH  RESPECT  TO ANY CLAIM,  COUNTER-CLAIM  OR
ACTION  ARISING  OUT  OF  THE  ENGAGEMENT,  YOUR  PERFORMANCE  THEREOF  OR  THIS
AGREEMENT.

      The provisions of this agreement shall apply to the Engagement  (including
related  activities prior to the date hereof) and any  modification  thereof and
shall  remain  in  full  force  and  effect  regardless  of  the  completion  or
termination of the Engagement.  This agreement and any other agreements relating
to the Engagement shall be governed by and construed in accordance with the laws
of the state of New York, without regard to conflicts of law principles thereof.


                                        Very truly yours,

Accepted and Agreed:

H.C. WAINWRIGHT & CO., INC.             Client: PetCARE Television Network, Inc.

By:        /s/Daniel Ripp               By:        /s/Philip M. Cohen
       --------------------------------        --------------------------------
       Name:  Daniel Ripp                      Name:   Philip M. Cohen
       Title: President                        Title:  President  &  Chief
                                                       Executive Officer

                                       5
<PAGE>

TO:   PetCARE Television Network, Inc.                  February 2, 2004
      8406 Benjamin Road, Suite C
      Tampa, FL 33634

      In connection  with our  engagement  pursuant to your letter  agreement of
even date herewith (the  "Engagement"),  we agree to indemnify and hold harmless
PetCARE Television Network,  Inc.  ("PetCARE" or "you") and its affiliates,  the
respective directors,  officers,  partners,  agents and employees of PetCARE and
its affiliates, and each other person, if any, controlling PetCARE or any of its
affiliates (collectively, "Indemnified Persons"), from and against, and we agree
that no  Indemnified  Person  shall  have  any  liability  to us or our  owners,
parents,  affiliates,  security  holders or creditors  for, any losses,  claims,
damages or liabilities  (including  actions or  proceedings in respect  thereof)
(collectively  "Losses")  (A)  related to or arising  out of (i) our  actions or
failures  to  act  (including  statements  or  omissions  made,  or  information
provided,  by us or  our  agents)  or  (ii)  actions  or  failures  to act by an
Indemnified Person with our consent or in reliance on our actions or failures to
act,  or (B)  otherwise  related to or  arising  out of the  Engagement  or your
performance  thereof,  except that this clause (B) shall not apply to any Losses
that are finally judicially  determined to have resulted primarily from your bad
faith  or  gross  negligence  or  breach  of  the  letter  agreement.   If  such
indemnification  is for any reason not  available  or  insufficient  to hold you
harmless, we agree to contribute to the Losses involved in such proportion as is
appropriate  to reflect the relative  benefits  received (or  anticipated  to be
received) by us and by you with respect to the Engagement or, if such allocation
is judicially  determined  unavailable,  in such proportion as is appropriate to
reflect other equitable  considerations  such as the relative fault of us on the
one hand and of you on the other  hand;  provided,  however,  that,  in no event
shall the amount to be contributed  by you exceed the fees actually  received by
you under the Engagement.

      We will  reimburse  each  Indemnified  Person for all expenses  (including
reasonable  fees and  disbursements  of  counsel)  as they are  incurred by such
Indemnified Person in connection with investigating,  preparing for or defending
any action,  claim,  investigation,  inquiry,  arbitration  or other  proceeding
("Action")  referred  to above  (or  enforcing  this  agreement  or any  related
engagement  agreement),  whether or not in connection with pending or threatened
litigation in which any Indemnified  Person is a party,  and whether or not such
Action is initiated or brought by you . We further agree that we will not settle
or  compromise  or  consent  to the  entry of any  judgment  in any  pending  or
threatened  Action in respect of which  indemnification  may be sought hereunder
(whether or not an Indemnified  Person is a party therein)  unless we have given
you reasonable  prior written  notice  thereof and used all reasonable  efforts,
after  consultation  with  you,  to  obtain  an  unconditional  release  of each
Indemnified  Person from all liability  arising  therefrom.  In the event we are
considering entering into one or a series of transactions  involving a merger or
other  business  combination  or  a  dissolution  or  liquidation  of  all  or a
significant  portion of our assets, we shall promptly notify you in writing.  If
requested by PetCARE, we shall then establish alternative means of providing for
our obligations set forth herein on terms and conditions reasonably satisfactory
to PetCARE.

      If multiple  claims are brought  against you in any Action with respect to
at least one of which  indemnification  is permitted  under  applicable  law and
provided for under this agreement, we agree that any judgment, arbitration award
or other monetary award shall be conclusively deemed to be based on claims as to
which  indemnification  is permitted and provided for. In the event that you are
called or subpoenaed  to give  testimony in a court of law, we agree to pay your
expenses  related  thereto  and  $5,000 per person per day for every day or part
thereof  that  we are  required  to be  there  or in  preparation  thereof.  Our
obligations  hereunder  shall be in addition to any rights that any  Indemnified
Person may have at common law or otherwise.  Solely for the purpose of enforcing
this agreement,  we hereby consent to personal  jurisdiction  and to service and
venue in any court in which any claim  which is  subject  to this  agreement  is
brought by or against any Indemnified  Person. We acknowledge that in connection
with the  Engagement  you are acting as an  independent  contractor  with duties
owing solely to us. YOU HEREBY AGREE, AND WE HEREBY AGREE ON OUR OWN BEHALF AND,
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF OUR SECURITY HOLDERS, TO
WAIVE ANY RIGHT TO TRIAL BY JURY WITH  RESPECT  TO ANY CLAIM,  COUNTER-CLAIM  OR
ACTION  ARISING  OUT  OF  THE  ENGAGEMENT,  YOUR  PERFORMANCE  THEREOF  OR  THIS
AGREEMENT.

      The provisions of this agreement shall apply to the Engagement  (including
related  activities prior to the date hereof) and any  modification  thereof and
shall  remain  in  full  force  and  effect  regardless  of  the  completion  or
termination of the Engagement.  This agreement and any other agreements relating
to the Engagement shall be governed by and construed in accordance with the laws
of the state of New York, without regard to conflicts of law principles thereof.


                                        Very truly yours,

Accepted and Agreed:

PetCARE Television Network, Inc.        Client: H.C. WAINWRIGHT & CO., INC.

By:        /s/Philip M. Cohen           By:       /s/Daniel Ripp
       -------------------------------         --------------------------------
       Name:  Philip M. Cohen                  Name:  Daniel Ripp
       Title: President and Chief              Title: President
              Executive Office

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