EXHIBIT 10.4
                                                                    ------------

Long Island City, New York
March 11, 2008

                              GRID PROMISSORY NOTE


     FOR VALUE RECEIVED, the undersigned PAWFECT FOODS, INC., a Florida
corporation, having a mailing address at 31-51 Steinway Street, Long Island
City, New York 11103 ("Borrower"), promises to pay to BIOTECH INITIATIVE OF
CHELSEA, LTD., 1st Floor Riverview House, 23 City Quay, Dublin, Ireland
("Lender"), the unpaid principal amount of the advances made by Lender to
Borrower as evidenced by Schedule A attached hereto, with interest at the
Interest Rate (as hereinafter defined) on the unpaid principal amount from the
date hereof until the said principal amount has been paid in full, whether at
the Maturity Date (as hereinafter defined) or otherwise, all as more fully set
forth herein. This Note initially represents advances previously made by Lender
to third parties on Borrower's behalf and Lender agrees to provide Borrower with
documentation reasonably requested to verify the date, purpose and amount of
such advances.

     Lender shall endorse on the Schedules to this Note, appropriate notations
to evidence the date, amount, and maturity of each loan made by Lender and the
date and amount of each payment of principal made by Borrower with respect
thereto and forward a copy to Borrower within three business days; provided,
that the failure of Lender to make any such notation or endorsement or forward a
copy shall not affect the obligations of Borrower, hereunder under the
Borrower's Note. The Lender is hereby irrevocably authorized by Borrower so to
endorse the Borrower's Note and to attach to and make a part of the Borrower's
Note a continuation of any such schedule, when required. The amount and time of
any advances to the Borrower shall be in the sole discretion of the Lender.

     The "Interest Rate" shall be three (3%) percent per annum of the principal
outstanding until the principal amount of this Note, together with all unpaid
accrued interest, thereon, shall have been paid in full; provided, however, that
in no event shall the Interest Rate exceed the maximum rate or amount permitted
by applicable law. Accrued interest shall be computed on the basis of a 365 day
year for the actual number of days elapsed during the period for which computed
and shall be paid by Borrower to Lender when the principal is due at maturity or
otherwise. Each payment of principal and interest shall first be applied to
accrued interest due hereunder and the balance, if any, to the principal hereof.

     The "Maturity Date" shall be the date that is the earlier of: (i) April 1,
2009; (ii) when the Borrower has raised gross proceeds of $500,000 (not
including securities of Borrower purchased by Lender, additional advances
pursuant to this Note or other loans from Lender to Borrower), (iii) upon a
change in the ownership of a majority of the outstanding voting stock of the
Borrower; or (iv) the date that the entire principal amount and interest on this
Note shall become due and payable by reason of acceleration due to the
occurrence of an Event of Default (as hereinafter defined) or otherwise.

         Each of the following specified events hereby constitutes and is herein
referred to

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individually as an "Event of Default":

          (a) Borrower's failure to make or cause to be made any payments to
Lender under this Note or under any other note or agreement now existing or
hereafter to be entered into between the undersigned and Lender when the same
are due; or

          (b) Default in the due and timely observance or performance of the
covenants, conditions or agreements of Borrower contained in this Note; or

          (c) If any warrant of attachment, execution of other writ shall be
issued or levied upon the proceeds or amounts payable hereunder and such
attachment, execution or other writ shall remain undischarged and unstayed for a
period in excess of thirty (30) days; or

          (d) If Borrower should make an assignment for the benefit of creditors
or to an agent authorized to liquidate any substantial amount of its properties
or assets; or should file a voluntary petition in bankruptcy or seeking
reorganization or to effect a plan or other arrangement with creditors; or
should file an answer admitting the jurisdiction of any court and the material
allegations of an involuntary petition filed pursuant to any legislation or
governmental regulation relating to bankruptcy or organization; or should join
in any petition for an adjudication or for a reorganization or other
arrangement; or should become or be adjudicated a bankrupt; or should apply for
a consent to the appointment of or consent that an order be made appointing any
receiver or trustee for itself or for any of its properties, assets or business;
or if an order should be entered pursuant to any legislation or governmental
rule relating to bankruptcy or reorganization; or if a receiver or a trustee
should be appointed otherwise than upon its own application or consent for all
or a substantial part of its properties, assets or business and any such
receiver or trustee so appointed is not discharged within sixty (60) days after
the date of such appointment; or

          (f) If final judgment or judgments for the payment of money
aggregating in excess of Twenty-Five Thousand Dollars ($25,000.00) not covered
by insurance shall be entered or affirmed by a court against Borrower from which
no further appeal may be taken, and Borrower shall not discharge the same or
provide for its discharge in accordance with its or their terms or procure a
stay of execution thereof within thirty (30) days from the date of entry
thereof.

          (g) Borrower, shall not, without the written consent of the Lender;
reorganize, merge, consolidate or sell any of its assets (except in the ordinary
course of its business). In the event Borrower attempts to take any of the
foregoing actions without the Lender's consent, the Lender may deem such action
as an "Event of Default" and may take such action as it deems necessary to
enforce its rights hereunder.

     Upon the occurrence of an "Event of Default" as defined herein or in the
Agreement, the entire principal sum and accrued interest shall, upon written
notice by Lender to Borrower, thereupon become due and payable at the option of
the Lender. Failure to exercise this option shall not constitute a waiver of the
right to exercise the same in the event of any subsequent default. Borrower
hereby waives presentment for payment, demand, protest, notice of protest,
notice of dishonor and all other notices in connection with this Note, except
Borrower does not

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waive notice as to any prejudgment attachment or the notice of default and/or
acceleration specifically required by this paragraph.

     All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America by, at the option of the
Borrower, wire to the bank account of Lender or in same day funds at the office
of Lender set forth above, or at such place as shall be designated by Lender in
writing. Until notified in writing of the transfer of this Note, Borrower shall
be entitled to deem Lender or such person who has been so identified by the
transferor in writing to Borrower as the holder of this Note as the owner and
holder of this Note. Each of Lender and any subsequent holder of this Note
agrees that before disposing of this Note or any part hereof it will make a
notation hereon of all principal and interest payments made hereunder.

     Borrower may, upon at least three (3) days notice to Lender, prepay this
Note in whole or in part, without penalty or premium. Any prepayment of
principal of this Note shall include interest to the date of prepayment on the
principal amount being prepaid.

     Borrower agrees that all disputes arising, directly or indirectly, out of
or relating to this Note and all actions to enforce this Note may be dealt with
and adjudicated exclusively in the state courts of New York sitting in New York
County or Nassau County or the federal courts sitting in the Eastern District of
New York, and hereby expressly and irrevocably submits the person to the
jurisdiction of such courts in any suit, action or proceeding arising, directly
or indirectly, out of or relating to this Note or in any action to enforce this
Note. So far as is permitted under the applicable law, this consent to personal
jurisdiction shall be self-operative and no further instrument or action, other
than service of process in one of the manners specified herein or as otherwise
permitted by law, shall be necessary in order to confer jurisdiction upon the
person of the Borrower in any such court.

     Borrower irrevocably waives, by way of motion, as a defense or otherwise
(i) any objection which it may have or may hereafter have to the laying of the
venue of any such suit, action or proceeding brought in such a court as is
mentioned in the previous paragraph; (ii) any claim that any such suit, action
or proceeding brought in such a court has been brought in an inconvenient forum;
or (iii) any claim that it is not personally subject to the jurisdiction of the
above-named courts; provided that if service of process is effected upon
Borrower in one of the manners specified in this paragraph or as otherwise
permitted by law, Borrower agrees that final judgment from which Borrower has
not or may not appeal or further appeal in any such suit, action or proceeding
brought in such court of competent jurisdiction shall be conclusive and binding
upon Borrower and, may so far as is permitted under the applicable law, be
enforced in the courts of any state or any federal court and in any other courts
to the jurisdiction of which Borrower is subject, by a suit upon such judgment
and that Borrower will not assert any defense, counterclaim, or set off in any
such suit upon such judgment.

     Borrower promises to pay all costs and expenses, including reasonable
attorney's fees, incurred in the collection and enforcement of this Note.
Borrower hereby consents to renewals and extensions of time at or after the
Maturity Date hereof, without notice.

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     This Note is being delivered and is intended to be performed in the State
of New York and is governed by the laws of the State of New York excluding any
laws relating to the conflict or choice of laws.

     If any term or provision of this Note or the application thereof to any
persons or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this Note or the application of such term or provision to persons
or circumstances other than those as to which it is held or unenforceable shall
not be affected thereby, and each term and provision of this Note shall be valid
and enforceable to the fullest extent permitted by law.

     IN WITNESS WHEREOF, Borrower has caused this Note to be executed and
delivered by its duly authorized officer, as of the day and year and the place
above written.


                                        PAWFECT FOODS, INC.
                                        (Borrower)



                                        By: __________________________________
                                            Pietro Gattini, President



     Lender accepts this Note as representing advances made on behalf of third
parties as to the Borrower and agrees to accurately record any such future
advances and provide Borrower with documentation reasonably requested to verify
the date, purpose and amount of such advances.

                                        BIOTECH INITIATIVE OF CHELSEA, LTD
                                        (Lender)



                                        By: __________________________________
                                            Dated: March 11, 2008






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                                  SCHEDULE "A"

                           TRANSACTIONS ON NOTE DUE TO
                       BIOTECH INITIATIVE OF CHELSEA, LTD.


<TABLE><CAPTION>
                                                              Amount of    Amount of
                                                              Interest     Principal      Outstanding
                                            Amount of Loan    Paid this    Paid This      Balance This     Notation
Date              Purpose                   Made This Date      Date          Date            Date          Made By
----------------- ------------------------- ---------------- ------------ ------------- ----------------- ------------
<S>               <C>                          <C>                                         <C>
11/15/07          Baum & Co. (disbursed        $1,500.00                                   $ 1,500.00
                  by S&S)
----------------- ------------------------- ---------------- ------------ ------------- ----------------- ------------
11/27/07          Pawfect                       3,000.00                                     4,500.00
----------------- ------------------------- ---------------- ------------ ------------- ----------------- ------------
</TABLE>

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Interest to @ 3% per annum



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