Exhibit 10.19

          Senior Convertible Promissory Note with Pet Edge for $50,000

THIS SENIOR CONVERTIBLE PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT
PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE
DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF l933, AS AMENDED (THE
"ACT"). THIS LEGEND SHALL BE ENDORSED UPON ANY SENIOR CONVERTIBLE PROMISSORY
NOTE ISSUED IN EXCHANGE FOR THIS SENIOR CONVERTIBLE PROMISSORY NOTE.

                        PETCARE TELEVISION NETWORK, INC.

                                  June 6, 2003


                                                                      $50,000.00

                       SENIOR CONVERTIBLE PROMISSORY NOTE

                                Due June 5, 2006

     PETCARE TELEVISION NETWORK, INC., a Florida corporation (the "Company"),
for value received, hereby promises to pay to PET EDGE, LLC or order (the
"Holder") on the 5th day of June, 2006 (the "Maturity Date") at the offices of
the Company, 321 N. Kentucky Avenue, Suite 1, Lakeland, FL 33801, the principal
sum of FIFTY THOUSAND DOLLARS ($50,000.00) in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts and to pay simple interest on said principal
sum at the rate of ten percent (10%) per annum from the date hereof through the
Maturity Date. Interest on the principal balance of this Senior Convertible
Promissory Note ("Note") shall be payable on the Maturity Date.

     1. Registered Owner. The Company may consider and treat the person in whose
name this Note shall be registered as the absolute owner thereof for all
purposes whatsoever (whether or not this Note shall be overdue) and the Company
shall not be affected by any notice to the contrary. Subject to the provisions
hereof, the registered owner of this Note shall have the right to transfer it by
assignment and the transferee thereof, upon his registration as owner of this
Note, shall become vested with all the powers and rights of the transferor.
Registration of any new owner shall take place upon presentation of this Note to
the Company at its offices together with the Note Assignment Form attached
hereto duly executed. In case of transfers by operation of law, the transferee
shall notify the Company of such transfer and of his address, and shall submit

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appropriate evidence regarding the transfer so that this Note may be registered
in the name of the transferee. This Note is transferable only on the books of
the Company by the Holder on the surrender hereof, duly endorsed. Communications
sent to any registered owner shall be effective as against all holders or
transferees of this Note not registered at the time of sending the
communication. In the event of the assignment of a portion of the principal
amount of this Note, the transferee thereof shall not have the right to elect an
Optional Conversion (as hereinafter defined) unless the entire remaining
principal portion of this Note is converted simultaneously therewith.

     2.   Security; Seniority.

     (a) The payment of the amounts due under this Note is secured by a security
interest in all of the assets of the Company (the "Security Interest") as
provided for in a Note Purchase Agreement, simultaneously being entered into
between the Company and the Holder ("Note Purchase Agreement")

     (b) The Company covenants that, while this Note is outstanding, subject to
the terms hereof, it shall not incur any indebtedness (except for Trade
Indebtedness as that term is defined below) unless such Indebtedness is at all
times and in all respects wholly subordinate, junior and subject in right of
payment to the indebtedness evidenced by this Note and that, at the time it
incurs such Indebtedness, it will secure from the lender an agreement to
subordinate said new Indebtedness to this Note. As used herein, Trade
Indebtedness shall mean indebtedness incurred by the Company in the ordinary
course of business for the purchase of goods, services, supplies and material
used by the Company in its day to day operations.

     (c) This Note is the direct obligation of the Company chargeable against
all its property, whatsoever and wheresoever located, both present and future,
and, if divided into separate Notes, all such Notes shall rank equally and
ratably without preference or priority of any of said Notes over any others
thereof.

     3.   Conversion.

          3.1 Optional Conversion. Subject to the terms hereof, during the
period commencing on the date hereof and expiring at 5:00 P.M., New York City
local time, on the day immediately preceding the Maturity Date (the "Conversion
Period"), the Holder shall have the right to convert the then outstanding

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principal amount of this Note, together with accrued interest thereon (an
Optional Conversion), into shares of Common Stock, par value $.001 per share, of
the Company ("Conversion Stock") at a conversion price of twenty four and six
tenth cents ($.246) per share, subject to adjustment pursuant to the provisions
of Section 3.3 hereof (the Initial Conversion Price), and subject to further
adjustment as set forth in Section 3.4 hereof (the Conversion Price). The number
of shares of Conversion Stock issuable upon conversion of this Note shall equal
(i) the sum of (A) the principal amount of this Note and (B) accrued interest
thereon (if the Holder elects to convert the amount of accrued interest),
divided by (ii) the Conversion Price. The foregoing conversion privilege may be
exercised during the Conversion Period by presentation and surrender to the
Company, at its then principal office, of this Note together with the Note
Conversion Form attached hereto duly executed. Subject to the terms hereof, upon
receipt by the Company of this Note and the Note Conversion Form, duly executed,
at its office, the Holder shall be deemed to be the holder of record of the
shares of Conversion Stock issuable upon such conversion, notwithstanding that
the stock transfer books of the Company shall then be closed or that
certificates representing such shares shall not then be actually delivered to
the Holder.

          3.2 [intentionally omitted]

          3.3 Anti-Dilution Provisions.

              3.3.1 Adjustments for Stock Dividends; Combinations, Etc. (a) In
the event that the Company, at any time or from time to time hereafter, shall
(i) declare any dividend or other distribution on its Common Stock payable in
Common Stock of the Company or in securities convertible into or exchangeable
for Common Stock, including without limitation rights; (ii) effect a subdivision
of its outstanding Common Stock into a greater number of shares of Common Stock
by reclassification, stock split or otherwise than by payment of a dividend in
shares of Common Stock; (iii) effect a combination or consolidation of its
outstanding Common Stock into a lesser number of shares of Common Stock by
reclassification, reverse split or otherwise; (iv) issue by reclassification,
exchange or substitution of its Common Stock any shares of capital stock of the
Company; or (v) effect any other transaction having similar effect, then the
Conversion Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock outstanding before such event and of
which the denominator shall be the number of shares of Common Stock outstanding
after such event, including the maximum number of shares of Common Stock into
which the convertible securities, including rights (provided for in clause (i)

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<PAGE>


hereof) may be converted or for which the exchangeable securities (provided for
in clause (i) hereof) may be exchanged. The purpose of the adjustment shall be
that, in the event of a conversion at any time after the occurrence of any event
described in (i) through (v) above, the Holder shall be entitled to receive the
shares of Conversion Stock (or other securities) to which such Holder would have
been finally entitled, after giving effect to the occurrence of such event, as
if such Holder had converted this Note immediately prior to the occurrence of
such event. An adjustment made pursuant to this Section 3.3.1 shall become
effective immediately after the record date in the case of a dividend or other
distribution and shall become effective immediately upon the effective date in
the case of a subdivision, combination, reclassification, exchange or
substitution. The Corporation shall take no such action with respect to the
Common Stock unless the Corporation shall simultaneously reserve out of the
authorized, unissued and unreserved shares of common stock a sufficient number
of shares of Common Stock to be available for full conversion of the Notes at
the new Conversion Price.

          3.3.2 Adjustment for Consolidation or Merger. In case of any
consolidation or merger to which the Company is a party, other than a merger or
consolidation in which the Company is the surviving or continuing corporation
and which does not result in any reclassification of, or change (other than a
change in par value or from par value to no par value or from no par value to
par value, or as a result of a subdivision or combination) in, outstanding
Common Stock, then, as part of and as a condition to such transaction, provision
shall be made so that, in the event of a conversion, the Holder of this Note,
shall receive, in lieu of the securities and property receivable upon the
conversion of this Note prior to consummation of the transaction, the kind and
amount of shares or other securities and property receivable upon such
consolidation or merger by a holder of the number of shares of Common Stock into
which this Note would have been converted immediately prior to such
consolidation or merger had the conversion occurred, all subject to further
adjustment as provided in Section 3.3.1; in each such case, the terms of this
Note shall be applicable to the securities or property receivable upon the
conversion of this Note after such consummation. In any such case, appropriate
adjustment shall be made in the application of this Section 3 with respect to
the rights of the Holder of this Note after the transaction to the end that the
provisions of this Section 3 shall be applicable after that event. The
Corporation shall take no such action with respect to the Common Stock unless
the Corporation shall simultaneously reserve out of the authorized, unissued and

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unreserved shares of such class or series into which the Common Stock has been
changed a sufficient number of shares of such class or series into which the
Common Stock has been changed to be available for full conversion of the Notes
at the new Conversion Price.

          3.4 Adjustment to Conversion Price. (a) If at any time prior to a
conversion, the Company issues or sells share(s) of its Common Stock at less
than twenty four and six tenth cents ($.246) a share (which includes the
Company's issuance of stock upon the conversion of any convertible or
exchangeable security which is presently outstanding or becomes outstanding in
the future where the conversion price at which the common stock is issued is
less than twenty four and six tenth cents ($.246)) or if the Company issues or
sells option(s), warrant(s) or other right(s) or a convertible or exchangeable
securit(ies), including, without limitation, a convertible note or debenture,
with an exercise, conversion or exchange price of less than twenty four and six
tenth cents ($.246) a share (subject to adjustment for stock splits, stock
dividends, reverse stock splits and the like (Recapitalizations) then, the
Initial Conversion Price shall be reduced to said lower price so that the
Conversion Price is reduced to the lowest price at which the Company either
issues or sells common stock or at which options, warrants, rights or
convertible securities are convertible into shares of common stock of the
Company or are actually converted into common stock.

     (b) The Conversion Price shall also be reduced to the average closing bid
price for the Common Stock of the Company for the twenty (20) business days
immediately prior to the date of any conversion or if the Common Stock is traded
on an exchange, the average of the closing price of the Common Stock on such
exchange during said 20 day period, provided that this shall only apply if said
average closing bid price or average closing price for the common stock of the
Company, whichever applies, is less than the applicable Conversion Price at the
time of conversion.

     (c) Under no circumstances shall the Conversion Price be increased from the
initial conversion price or from any Conversion Price to which it may be
reduced.

          3.5 Reservation of Shares. The Company will at all times reserve and
keep available out of its authorized and unissued Common Stock, solely for
issuance and delivery upon conversion of this Note, free of preemptive or rights
of purchase, the number of shares of Conversion Stock issuable upon conversion
of this Note at the minimum Conversion Price. The Company covenants that all
shares of Common Stock that shall be so issuable shall, upon issue, be duly and
validly authorized, issued and fully paid and nonassessable.

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          3.6 Fractional Shares. The Company shall not be required to issue
certificates representing fractions of shares, nor shall it be required to issue
scrip or pay cash in lieu of fractional interests, it being the intent of the
Company and the Holder that all fractional interests shall be eliminated and
that all issuances of Common Stock be rounded up to the nearest whole share.

          3.7 Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder of the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Note.

          3.8 Certificate. When the Conversion Price is adjusted pursuant to the
provisions hereof, the Company shall file with its official corporate records a
certificate of its chief financial or accounting officer setting forth in detail
the facts requiring such adjustment, the computation thereof and the adjusted
Conversion Price, and shall mail a copy of the certificate to the Holder.

     4. Redemption. This Note may not be prepaid in whole or in part without the
written consent of the Holder.

     5. Defaults. If any one or more of the following shall (Events of Default)
shall occur:

        (a) the Company shall (i) admit in writing its inability to pay its
debts rally as they mature; (ii) make a general assignment for the benefit of
creditors; (iii) fail or be unable to pay its debts as they mature iv) be
adjudicated a bankrupt or insolvent; (v) file a voluntary petition in bankruptcy
or a petition or an answer seeking an arrangement with creditors; (vi) take
advantage of any bankruptcy, insolvency or readjustment of debt law or statute
or file an answer admitting the material allegations of a petition filed against
it in any proceeding under any such law; (vii) apply for or consent to the
appointment of a receiver, trustee or liquidation for all or a substantial
portion of its assets; (viii) have an involuntary case commenced against it
under the Federal bankruptcy laws, which case is not dismissed or stayed within
thirty (30) days; or (viii) fail to pay its taxes on a timely basis; ix) violate
any covenant provided for in this Note, in the Registration Rights Agreement
(the Registration Rights Agreement) and/or the Note Purchase Agreement (the Note

                                       6

<PAGE>


Purchase and Security Agreement) between the Company and the Holder of even date
herewith and such violation shall continue unremedied for a period of fifteen
(15) days following the giving of written notice thereof from the Holder;

        (b) any of the representations of the Company contained herein or in the
Registration Rights Agreement or in the Note Purchase Agreement or the Company's
certification as to veterinary clinics are false and misleading in any material
respect;

        (c) any judgment is entered against the Company which is not bonded or
discharged within 30 days;

        (d) a levy of any sort is made on or against some or all of the assets
of the Company.

then, at any time thereafter and unless such Event of Default shall have been
cured or shall have been waived in writing by the Holder (which waiver shall not
be deemed a waiver of any subsequent default), at the option of the Holder and
in the Holder's sole discretion, the Holder may, by written notice to the
Company, declare the entire unpaid principal amount of this Note then
outstanding, together with accrued interest thereon, to be forthwith due and
payable, whereupon the same shall become forthwith due and payable.

     6. [intentionally omitted]

     7. Investment Intent. The Holder, by its acceptance hereof, hereby
represents and warrants that this Note is being acquired, and the Conversion
Stock issuable upon the conversion of this Note will be acquired, for investment
purposes only and without a view to the distribution thereof, and may be
transferred only in compliance with the Act. Unless, prior to the conversion of
this Note, the issuance of the Conversion Stock has been registered with the
Securities and Exchange Commission pursuant to the Act, the Note Conversion Form
shall be accompanied by a representation of the Holder to the Company to the
effect that such securities are being acquired for investment and not with a
view to the distribution thereof, and such other representations and
documentation as may be reasonably required by the Company, unless in the
opinion of counsel to the Company such representations or other documentation
are not necessary to comply with the Act.

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<PAGE>


     8. Registration Rights. Concurrently herewith, the Company and the Holder
are entering into a Registration Rights Agreement to cover the resale of the
Conversion Stock.

     9. Default Rate of Interest; Costs of Collection. In the event the Company
shall default in the payment of this Note when due, then (i) effective with such
date of default, the interest rate payable hereunder shall be increased to
eighteen percent (18%) per annum and (ii) the Company agrees to pay, in addition
to unpaid principal and interest, all the costs and expenses incurred in
effecting collection hereunder or enforcing the terms of this Note and the
Security Agreement, including reasonable attorneys' fees.

     10. Applicable Law. This Note is issued under and shall for all purposes be
governed by and construed in accordance with the laws of the State of
Connecticut, excluding choice of law rules thereof, except that the parties
agree that if any challenge is made that the loan is usurious, as between
Florida and Connecticut law, that law shall be applied which allows the greater
rate of interest and upholds the note. In any lawsuit in connection with this
Note, the Company consents to personal jurisdiction of federal or state Courts
in the State of Connecticut or New York.

     11. Representations and Warranties. The Company represents and warrants
that the authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock, $.0005 par value, of which 11,836,000 shares are outstanding
and 10,000,000 shares of Preferred Stock, no par value, authorized, of which
101,250 shares of Series A Preferred Stock are outstanding.

     The Company also represents that there are no other shares of stock or
securities of the Company outstanding and that, except as set forth above or
disclosed pursuant to the Note Purchase Agreement, there are no agreements or
commitments for or relating to the issuance of any securities of the Company.

     12. Covenants. The Company covenants and agrees that, from and after the
date hereof and continuing so long as the Note is outstanding:

         (a) The Company will furnish to the Holder (i) as soon as available, a
copy of the annual financial statements of the Company; (ii) quarterly financial
statements of the Company; (iii) such information with respect to the Company as
the Holder shall reasonably request (including, without limitation, the
Company's latest financial statements as of a date no earlier than 90 days prior

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to the prior to the Maturity Date of the Note; and (iv) 30 days notice of the
Company's entering into any agreement of merger, consolidation or sale of all or
substantially all of its assets or similar reorganization.

         (b) The Company shall not repurchase or redeem any of its shares of
Common Stock
         or Preferred Stock or other securities, pay or declare any dividends,
make any distributions or payments to its shareholders of any sort, whether in
securities or in cash, or incur indebtedness except for trade indebtedness.

         (c) The Company will meet the Holder on at least a quarterly basis to
discuss the business and affairs of the Company.

     13. Notices. Any notice required or permitted to be given pursuant to this
Note shall be deemed to have been duly given when delivered by hand or sent by
certified or registered mail, return receipt requested and postage prepaid,
overnight mail or telecopier as follows:

     If to the Holder:

     (Overnight mail):
     36-16 Catoonah Street
     Ridgefield, Connecticut 06877

     (Other mail):
     P.O. Box 1248
     Ridgefield, Connecticut 06877
     Facsimile No.: (203) 894-8244

     If to the Company:

     PetCARE Television Network, Inc.
     321 N. Kentucky Avenue, Suite 1
     Lakeland Florida 33801
     Attn:  Philip Cohen, President and CEO
     Facsimile No.:  (863) 683-5651

     Copy to:

     Sommer & Schneider LLP
     595 Stewart Avenue, Suite 710
     Garden City, New York  11530
     Attn:  Joel C. Schneider, Esq.
     Facsimile No.:  (516) 228-8211

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or at such other address as the Holder or the Company shall designate by notice
to the other given in accordance with this Section 13.

     14. Miscellaneous. This Note constitutes the rights and obligations of the
Holder and the Company. No provision of this Note may be modified except by an
instrument in writing signed by the party against whom the enforcement of any
modification is sought.

     The Company shall not take any action that would impair the rights and
privileges of the Holder herein or avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder by the
Company, but will at all times act in good faith to assist in carrying out the
provisions of this Note, including the Conversion rights provided in paragraph 3
herein and will take all such action as may be necessary or appropriate in order
to protect the conversion rights of the Holder of the Note.

     The waiver by the Holder of a breach of any provision of this Note shall
not operate or be construed as a waiver of any subsequent breach.

     If any provision, or part thereof, of this Note shall be held to be invalid
or unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any way affect or render invalid or unenforceable any
other provisions of this Note and this Note shall be carried out as if such
invalid or unenforceable provision, or part thereof, had been reformed, and any
court of competent jurisdiction is authorized to so reform such invalid or
unenforceable provision, or part thereof, so that it would be valid, legal and
enforceable to the fullest extent permitted by applicable law.

     In no event shall the rate of interest payable hereunder exceed the maximum
rate permitted by applicable law.

     No provision of this Note shall alter or impair the absolute and
unconditional obligation of the Company to pay the principal of, and interest
on, this Note in accordance with the provisions hereof.

     The Company agrees that irreparable damage would occur in the event that
any of the provisions of this Note were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that, except

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with respect to the payment of the amounts due hereunder, the Holder of this
Note shall be entitled to swift specific performance, injunctive relief or other
equitable remedies to prevent or cure breaches of the provisions of this Note
and to enforce specifically the terms and provisions hereof, this being in
addition to any other remedy to which the Holder may be entitled under this
Note.


                  [Remainder of page intentionally left blank]



IN WITNESS WHEREOF, the Company has caused this Note to be signed on its behalf,
in its corporate name, by its duly authorized officer, all as of the day and
year first above written.

                                            PETCARE TELEVISION NETWORK, INC.


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

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                        PETCARE TELEVISION NETWORK, INC.

                       SENIOR CONVERTIBLE PROMISSORY NOTE

                                DUE JUNE 5, 2006

                              NOTE CONVERSION FORM

     The undersigned hereby irrevocably elects to convert the within Senior
Convertible Promissory Note to the extent of $_____ in principal amount thereof,
together with accrued interest thereon.


If the Holder is an individual:             If the Holder is not an individual:

-----------------------------               -------------------------------

-----------------------------               -------------------------------
Name(s) of Holder                           Name of Holder

                                            By:
-----------------------------                  ----------------------------
Signature of Holder                         Signature of Authorized
                                            Representative

-----------------------------               -------------------------------
Signature, if jointly held                  Name and Title of Authorized
                                            Representative

-----------------------------               -------------------------------
Address(es) of Holder                       Address of Holder

-----------------------------               -------------------------------
Social Security Number of Holder            Taxpayer Identification Number of
                                            Holder

-----------------------------               -------------------------------
Date                                        Date

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<PAGE>



                        PETCARE TELEVISION NETWORK, INC.

                       SENIOR CONVERTIBLE PROMISSORY NOTE

                                DUE JUNE 5, 2006

                              NOTE ASSIGNMENT FORM

                               FOR VALUE RECEIVED

     The undersigned (please print or typewrite ________________________name of
assignor) hereby sells, assigns and transfers unto

(please print or typewrite name, address and social security or taxpayer
identification number, if any, of assignee) the within Senior Convertible
Promissory Note of PetCARE Television Network, Inc. in the original principal
amount of $ and hereby authorizes the Company to transfer this Note on its
books.


If the Holder is an individual:             If the Holder is not an individual:

-----------------------------               ----------------------------------

-----------------------------               ----------------------------------
Name(s) of Holder                           Name of Holder

                                            By:
-----------------------------                  -------------------------------
Signature of Holder                            Signature of Authorized
                                               Representative

-----------------------------               ----------------------------------
Signature, if jointly held                  Name and Title of Authorized
                                            Representative

-----------------------------               ----------------------------------
Date                                        Date





                            (Signature(s) guaranteed)



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