DISTRIBUTION AGREEMENT

      This Distribution Agreement ("Agreement") dated this 3rd day of January,
2006 is by and between PetCARE Television Network, Inc., a Florida corporation
with an address of 8406 Benjamin Road, Suite C, Tampa, Florida 33634 ("PetCARE
TV") and Butler Animal Health Supply, an Ohio company with an address of 5600
Blazer Parkway, Dublin, Ohio 43017 ("BUTLER").

      WHEREAS, PetCARE TV produces and sells annual subscriptions for its client
education DVD magazine for use in veterinary waiting rooms (the "Monthly DVD
Magazine"), and produces and sells Welcome Home Your New Friend DVDs for
veterinarians to use as a give-away for their clients with new puppies and
kittens ("Welcome Home DVD"); and

      WHEREAS, PetCARE TV is willing to grant distribution rights for the
Monthly DVD Magazine and Welcome Home DVD to BUTLER; and

      WHEREAS, BUTLER is willing to promote, market, and distribute the Monthly
DVD Magazine and Welcome Home DVD throughout the United States,

      NOW, THEREFORE, the parties agree as follows:

      1.    Exclusive Distribution Rights: PetCARE TV grants BUTLER exclusive
            distribution rights in the United States for the Monthly DVD
            Magazine and Welcome Home DVD for sale to any non-AAHA (American
            Animal Hospital Association) hospitals in the United States.

      2.    Term of Agreement: The term of this Agreement is for three years
            beginning on January 1, 2006 and terminating on December 31, 2009.
            This Agreement may be renewed for successive one-year periods under
            the same terms if BUTLER provides PetCARE TV a written notice to
            renew no less than sixty (60) days prior to the termination of this
            Agreement.

      3.    Sale of Monthly DVD Magazine: BUTLER agrees to sell the Monthly DVD
            Magazine to non-AAHA hospitals within the United States. PetCARE TV
            will design and provide an electronic file of a subscription
            agreement for BUTLER which BUTLER agrees to use. BUTLER will pay all
            costs associated with printing costs of the subscription agreement.
            BUTLER agrees to provide copies of the completed and signed
            subscription agreement to PetCARE TV within five (5) days of the
            sale.

      4.    Pricing and Fulfillment of Monthly DVD Magazine:

            a.    Subscription Pricing: PetCARE TV currently offers an annual
                  subscription to its Monthly DVD Magazine for $199.

            b.    Exclusivity: All sales of the Monthly DVD Magazine will be
                  handled exclusively by BUTLER. PetCARE TV agrees to provide
                  BUTLER with all non-AAHA leads and requests for orders of the
                  Monthly DVD Magazine.

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            c.    Pricing to BUTLER: BUTLER agrees to sell the Monthly DVD
                  Magazine at PetCARE TV's current listed price UNLESS OTHERWISE
                  AGREED UPON. PetCARE TV agrees to inform BUTLER of changes in
                  pricing structure thirty (30) days prior to effecting the
                  price change. BUTLER agrees to process the payment for all
                  Monthly DVD Magazines sold. BUTLER will receive a fifty
                  percent (50%) discount on each annual subscription of the
                  Monthly DVD Magazine sold. BUTLER agrees to submit completed
                  and signed subscription agreements to PetCARE TV on a weekly
                  basis and remit fifty percent (50%) of the proceeds from each
                  subscription to PetCARE TV. PETCARE TV will be responsible for
                  sending the Monthly DVD Magazine to the veterinarian
                  subscribers at its cost.

            d.    Renewals: The same fifty percent (50%) pricing structure will
                  apply to all renewals sold by BUTLER.

      5.    Sale of Welcome Home Your New Friend DVDs: BUTLER agrees to sell the
            Welcome Home DVD to non-AAHA hospitals within the United States.

            a.    Pricing to BUTLER: BUTLER agrees to purchase copies of Welcome
                  Home DVDs from PetCARE TV and PetCARE TV agrees to deliver the
                  Welcome Home DVDs in individual color sleeves. BUTLER agrees
                  to pay PetCARE TV the price of $1.00 for each Welcome Home
                  DVD, plus all shipping costs incurred by PetCARE TV. BUTLER
                  will be invoiced by PetCARE TV when each order is shipped and
                  BUTLER agrees to remit payment within thirty (30) days. BUTLER
                  may sell the Welcome Home DVD at prices to be determined by
                  BUTLER and BUTLER agrees to handle all invoicing and shipping
                  of the Welcome Home DVDs to purchasers.

            b.    Exclusivity: All sales of the Welcome Home DVD will be handled
                  exclusively by BUTLER. PetCARE TV agrees to provide BUTLER
                  with all non-AAHA leads and requests for order of the Welcome
                  Home DVD.

            c.    Pricing Advantage to Subscribers: PetCARE TV encourages BUTLER
                  to maintain a pricing advantage on the Welcome Home DVD to
                  subscribers of the Monthly DVD Magazine.

      6.    Demonstration Copies: Upon request, PetCARE TV will supply
            demonstration copies of the Monthly DVD Magazine and Welcome Home
            DVD free of charge to BUTLER for its staff and marketing
            representatives to use at product exhibitions and hospital visits.

      7.    Promotional Efforts: BUTLER agrees to use its best efforts to
            promote PetCARE TV and its Monthly DVD Magazine and Welcome Home DVD
            within the United States and agrees to display the PetCARE TV client
            education system at major conventions. A PetCARE TV representative
            will be available if requested.

      8.    Billboard Advertisement: PetCARE TV agrees to produce a billboard
            for BUTLER free of charge which will be aired at least once each
            hour on the Monthly DVD Magazine which recognizes BUTLER as a
            sponsor in helping provide PetCARE TV's client education system.


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      9.    Compliance Reports: BUTLER agrees that at the end of each six-month
            period, it will require each of its individual sales representatives
            to prepare a subscriber compliance report to be submitted to PetCARE
            TV by the tenth of the following month. As compensation for
            individual sales representatives to participate in the subscriber
            compliance reporting, PetCARE TV agrees to provide each sales
            representative with one (1) free annual subscription per six-month
            period that can be used within their respective territories for
            practices who need a system or for a renewal.

      10.   Termination: This Agreement may be terminated by either party with
            written notice to the other party in the event that the either
            party:

            a.    Breaches any material term of this Agreement and fails to
                  remedy such breach within 30 days of receiving written notice
                  of such breach.

            b.    Fails to make payment due within 30 days after payment becomes
                  due.

            c.    Declares bankruptcy, suffers the appointment of a receiver or
                  liquidator, or suspends business activity for any reason.

            d.    Assigns or attempts to assign rights granted under this
                  Agreement to a third party without the written agreement of
                  the other party.

      11. Hold Harmless:

            a.    BUTLER shall at all times be an independent party and not an
                  agent of PetCARE TV, and will indemnify and hold harmless
                  PetCARE TV from any or all charges, expenses, bills, claims,
                  judgments or actions against PetCARE TV arising out of the
                  independent activities of BUTLER.

            b.    PetCARE TV shall at all times be an independent party and not
                  an agent of BUTLER and will indemnify and hold harmless BUTLER
                  from any or all charges, expenses, bills, claims, judgments or
                  actions against BUTLER arising out of independent activities
                  of PetCARE TV.

      12. Trademarks:

            a.    BUTLER acknowledges the trade names and trademarks used by
                  PetCARE TV are the property of PetCARE TV. PetCARE TV grants
                  BUTLER royalty-free right to use such trade names and
                  trademarks during the term of this Agreement for the uses
                  specified herein.

            b.    PetCARE TV acknowledges the trade names and trademarks used by
                  BUTLER are the property of BUTLER. BUTLER grants PetCARE TV
                  royalty-free right to use such trade names and trademarks
                  during the term of this Agreement for the uses specified
                  herein.

      13.   Notices: Any notice, direction or instrument required or permitted
            to be given pursuant to this Agreement shall be given in writing by
            (a) telegram, facsimile transmission or similar method, if confirmed
            by mail as herein provided, by mail; (b) if mailed postage prepaid,
            by certified mail, return receipt requested; or (iii) hand delivery
            to any party at the addresses of the parties specified, below. If
            given by telegram or facsimile transmission or similar method or by
            hand delivery, such notice, direction or instrument shall be deemed
            to have been given or made on the day on which it was given, and if
            mailed, shall be deemed to have been given or made on the second
            business day following the day after which it was mailed. Any party
            may, from time to time by similar notice, give notice of any change
            of address, and in such event, the address of such party shall be
            deemed to be changed accordingly. The address, telephone number and
            facsimile transmission number for the notice of each party are:


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                   PetCARE Television Network, Inc.
                   Attn:  Bernard Kouma, President
                   8406 Benjamin Road, Suite C
                   Tampa, FL  33634
                   Telephone:  813-888-7330
                   Fax:        813-888-7375
                   Email:      bkouma@petcaretv.com

                   BUTLER ANIMAL HEALTH SUPPLY
                   Attn:  Kevin Vasquez, President
                   5600 Blazer Parkway
                   Dublin, OH  43017
                   Telephone:  800-848-5983
                   Fax:        614-761-0016
                   Email:      ben.coe@butlerahs.com

      14.   Recovery of Enforcement Costs: In the event any party shall
            institute any action or proceeding to enforce any provision of this
            Agreement to seek relief from any violation of this Agreement, or to
            otherwise obtain any judgment or order relating to or arising from
            the subject matter of this Agreement, each prevailing party shall be
            entitled to receive from the losing party such prevailing party's
            actual attorneys' fees and costs incurred to prosecute or defend
            such action or proceeding.

      15.   Assignment: No party shall have the right, without the consent of
            the other party, to assign, transfer, sell, pledge, hypothecate,
            delegate, or otherwise transfer, whether voluntarily, involuntarily
            or by operation of law, any of such party's rights or obligations
            created by the provisions of this Agreement, nor shall the parties'
            rights be subject to encumbrance or the claim of creditors. Any such
            purported assignment, transfer, or delegation shall be null and
            void.

      16.   Captions and Interpretation: Captions of the articles and sections
            of this Agreement are for convenience and reference only, and the
            works specified therein shall in no way be held to explain, modify,
            amplify or aid in the interpretation, construction, or meaning of
            the provisions of this Agreement. The language in all parts to this
            Agreement, in all cases, shall be construed in accordance with the
            fair meaning of that language as if prepared by all parties and not
            strictly for or against any party. Each party and counsel for such
            party has reviewed this Agreement. The rule of construction, which
            requires a court to resolve any ambiguities against the drafting
            party, shall not apply in interpreting the provisions of this
            Agreement.


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<PAGE>

      17.   Entire Agreement: This Agreement and any attachments to this
            Agreement are the final written expression and the complete and
            exclusive statement of all the agreements, conditions, promises,
            representations, warranties and covenants between the parties with
            respect to the subject matter of this Agreement, and this Agreement
            supersedes all prior or contemporaneous agreements, negotiations,
            representations, warranties, covenants, understandings and
            discussions by and between and among the parties, their respective
            representatives, and any other person, with respect to the subject
            matter specified in this Agreement. No provision of any exhibit to
            this Agreement shall supersede or annul the terms and provisions of
            this Agreement, unless the matter specified in such exhibit shall
            explicitly so provide to the contrary, in the event of ambiguity in
            meaning or understanding between the provisions of this Agreement
            proper and the appended exhibits, the provisions of this Agreement
            shall prevail and control in all instances.

      18.   Choice of Law and Consent to Jurisdiction: This Agreement shall be
            deemed to have been entered into in the State of Florida. All
            questions concerning the validity, interpretation, or performance of
            any of the terms, conditions and provisions of this Agreement or of
            any of the rights or obligations of the parties shall be governed
            by, and resolved in accordance with the laws of the State of
            Florida, without regard to conflicts of law principles.

      19.   Waiver and Modification: No modification, supplement or amendment of
            this Agreement or of any covenant, condition, or limitation
            specified in this Agreement shall be valid unless the same is made
            in writing and duly executed by both parties. No waiver of any
            covenant, condition, or limitation specified in this Agreement shall
            be valid unless the same is made in writing and duly executed by the
            party making the waiver. No waiver of any provision of this
            Agreement shall be deemed, or shall constitute, a waiver of any
            other provision, whether or not similar, nor shall any waiver
            constitute a continuing waiver.

      20.   Successors and Assigns: This Agreement and each of its provisions
            shall obligate the heirs, executors, administrators, successors, and
            assigns of each of the parties. Nothing specified in this section,
            however, shall be consent to the assignment or delegation by any
            party of such party's respective rights and obligations created by
            the provisions of this Agreement.

      21.   Third Party Beneficiaries: Except as expressly specified by the
            provisions of this Agreement, this Agreement shall not be construed
            to confer upon or give to any person, other than the parties hereto,
            any right, remedy or claim pursuant to, or by reason of this
            Agreement or of any term or condition of this Agreement.


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<PAGE>

      22.   Severability: In the event any part of this Agreement, for any
            reason, is determined by a court of competent jurisdiction to be
            invalid, such determination shall not affect the validity of any
            remaining portion of this Agreement, which remaining portion shall
            remain in full force and effect as if this Agreement had been
            executed with the invalid portion thereof eliminated. It is hereby
            declared the intention of the parties that they would have executed
            the remaining portion of this Agreement without including any such
            part, parts, or portion which, for any reason, may be hereafter
            determined to be invalid.

      23.   Governmental Rules and Regulations: The Transaction is and shall
            remain subject to any and all present and future orders, rules and
            regulations of any duly constituted authority having jurisdiction of
            the Transaction.

      24.   Execution in Counterparts: This Agreement may be prepared in
            multiple copies and forwarded to each of the parties for execution.
            All of the signatures of the parties may be affixed to one copy or
            to separate copies of this Agreement and when all such copies are
            received and signed by all the parties, those copies shall
            constitute one agreement which is not otherwise separable or
            divisible. Counsel for Purchaser shall keep all of such signed
            copies and shall conform one copy to show all of those signatures
            and the dates thereof and shall mail a copy of such conformed copy
            to each of the parties within thirty (30) days after the receipt by
            such counsel of the last signed copy, and such counsel shall cause
            one such conformed copy to be filed in the principal office of such
            counsel.

      25.   Survival of Covenants, Representations and Warranties: All
            covenants, representations, and warranties made by each party to
            this Agreement shall be deemed made for the purpose of inducing the
            other party to enter into and execute this Agreement. The
            representations, warranties, and covenants specified in this
            Agreement shall survive the Closing and shall survive any
            investigation by either party whether before or after the execution
            of this Agreement. The covenants, representations, and warranties of
            the Seller and Purchaser are made only to and for the benefit of the
            other and shall not create or vest rights in other persons.

      26.   Consent to Agreement: By executing this Agreement, each party, for
            itself represents such party has read or caused to be read this
            Agreement in all particulars, and consents to the rights,
            conditions, duties and responsibilities imposed upon such party as
            specified in this Agreement. Each party represents, warrants and
            covenants that such party executes and delivers this Agreement of
            its own free will and with no threat, undue influence, menace,
            coercion or duress, whether economic or physical. Moreover, each
            party represents, warrants, and covenants that such party executes
            this Agreement acting on such party's own independent judgment and
            upon the advice of such party's counsel.


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<PAGE>

      IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
signed on the date first written above.

                                        PetCARE Television Network, Inc.

                                        By: /s/ Bernard Kouma
                                            ------------------------------------
                                                Bernard Kouma, President


                                        BUTLER ANIMAL HEALTH SUPPLY, LLC

                                        By: /s/ Kevin Vasquez
                                            ------------------------------------
                                                Kevin Vasquez, President


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