Exhibit 10.18

     Note Purchase and Security Agreement with Pet Edge dated June 6, 2003

                      NOTE PURCHASE AND SECURITY AGREEMENT

     This Note Purchase and Security Agreement (the "Agreement") is entered into
as of June 6, 2003, by and between PetCARE Television Network, Inc., a Florida
corporation (the "Company") and Pet Edge, LLC, a Connecticut limited liability
company ("Edge").

     WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the Company is issuing that certain Senior Convertible Promissory
Note (the "Note") attached hereto as Exhibit A to Edge in the principal amount
of $50,000, payable to Edge in cash or convertible into equity of the Company in
the manner and under the terms set forth therein; and

     WHEREAS, the Company and Edge wish to set forth the nature of the
consideration Edge is providing to the Company in exchange for the Note and to
acknowledge delivery and receipt thereof.

     NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Edge hereby agree as follows:

     1.   Purchase and Sale of Note. Subject to all of the terms and conditions
of this Agreement and in reliance on the representations and warranties set
forth herein, the Company proposes to sell to Edge the Note in exchange for the
consideration described in Section 2 hereof.

     2.   Consideration for Note. Upon and in exchange for the Company's
issuance of the Note to Edge, Edge shall deliver to the Company, and by signing
below, the Company hereby accepts and acknowledges receipt of, immediately
available funds in the amount of $50,000.

     3.   Representations and Warranties.

          (a)  Company. The Company represents and warrants to Edge as follows:

               (i)  Organization. The Company and each of its Subsidiaries, if
                    any, are duly organized and validly existing corporations in
                    good standing under the laws of the jurisdiction of
                    incorporation. The Company and each of its Subsidiaries, if
                    any, is duly qualified to do business as a foreign
                    corporation and is in good standing in each jurisdiction in
                    which it does business, except where the failure to so
                    qualify would not have a material adverse effect. For the
                    purposes of this Agreement, the term "Subsidiary" shall mean
                    with respect to any person, any corporation, limited
                    liability company, partnership, joint venture, trust or
                    estate of which, or in which, more than 50% of (i) the
                    issued and outstanding capital stock having ordinary voting
                    power to elect a majority of the Board of Directors of such
                    corporation, (ii) the interest in capital or profits of such
                    limited liability company, partnership or joint venture, or

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                    (iii) the beneficial interest in such trust or estate, is at
                    the time directly or indirectly owned or controlled by such
                    person, by such person and one or more of its subsidiaries,
                    or by one or more of such person's other subsidiaries.

               (ii) Corporate Power, Authorization. The Company has all
                    necessary corporate power and authority to enter into and
                    perform this Agreement and its obligations under the Note,
                    and to carry on the business now conducted or presently
                    proposed to be conducted by it. All corporate actions on the
                    part of the Company necessary for the due authorization,
                    execution and delivery of this Agreement and the
                    consummation of the transactions contemplated herein, and
                    for the due authorization and issuance of the Note have been
                    taken. This Agreement and the Note are legally binding on
                    the Company, enforceable in accordance with their terms. The
                    execution, delivery and performance by the Company of this
                    Agreement and the issuance and sale of the Note will not
                    result in any violation of or be in conflict with, or result
                    in a breach of or constitute a default under, any term or
                    provision of the Company's certificate of incorporation,
                    by-laws or any contract to which the Company is a party or
                    by which it is bound, except where such violation, conflict,
                    breach or default would not have a material adverse effect
                    on the Company.

              (iii) No Insolvency. The Company is not insolvent. Insolvent
                    means any of the following:

                    A.   the Company shall have (a) applied for or consented to
                         the appointment of a receiver, trustee, liquidator or
                         custodian of itself or of all or a substantial part of
                         its property, (b) made a general assignment for the
                         benefit of its creditors, (c) been dissolved or
                         liquidated in full or in part, or (d) commenced a
                         voluntary case or other proceeding seeking liquidation,
                         reorganization or other relief with respect to itself
                         or its debts under any bankruptcy, insolvency or other
                         similar law now or hereafter in effect or consent to
                         any such relief or to the appointment of or taking
                         possession of its property by any official in an
                         involuntary case or other proceeding commenced against
                         it;

                    B.   proceedings for the appointment of a receiver, trustee,
                         liquidator or custodian of the Company or all or a
                         substantial part of the property thereof, or an
                         involuntary case or other proceedings seeking
                         liquidation, reorganization or other relief with
                         respect to Company or the debts thereof under any
                         bankruptcy, insolvency or other similar law now or
                         hereafter in effect shall have been commenced and such
                         proceeding shall not have been dismissed, discharged or
                         stayed; or

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                    C.   the Company is unable to pay in full and in a timely
                         manner of its debts due and payable in the ordinary
                         course of business.

               (iv) Capitalization. The Company has delivered to Edge a schedule
                    (the "Capitalization Schedule") detailing the capitalization
                    of the Company as of the date hereof. On the date hereof,
                    the Company has no outstanding capital stock except as
                    listed on the Capitalization Schedule. All of the
                    outstanding shares of capital stock have been offered and
                    sold in compliance with applicable federal and state
                    securities laws. No Subsidiary has any outstanding capital
                    stock except for shares of capital stock owned beneficially
                    and of record by the Company, all of which are duly
                    authorized, validly issued, fully paid and non-assessable.
                    Other than as set forth on the Capitalization Schedule,
                    neither the Company nor any Subsidiary has outstanding (a)
                    any rights (either preemptive or otherwise) or options to
                    subscribe for or purchase, or any warrants or other
                    agreements providing for or requiring the issuance of, any
                    capital stock or any securities convertible into or
                    exchangeable for its capital stock, (b) any obligation to
                    repurchase or otherwise acquire or retire any of its capital
                    stock, any securities convertible into or exchangeable for
                    its capital stock or any rights, options or warrants with
                    respect thereto, (c) any rights that require it to register
                    the offering of any of its securities under the Securities
                    Act of 1933, as amended or (d) any restrictions on voting
                    any of its securities.

               (v)  Financial Statements and projections. Edge has been
                    furnished with complete and correct copies of (A) the most
                    recent financial statements of the Company and its
                    Subsidiaries, if any, and (B) a Business Plan for the
                    Company dated March 2003 which includes a five year budget
                    with supporting schedules, with actual expenditures for the
                    first twelve months. Except where otherwise noted therein,
                    the Phase 1 column of actual expenditures accurate report
                    the expenditures of the Company during the applicable period
                    and the budgeted projections and supporting schedules are
                    based on and reflect reasonable assumptions made in good
                    faith by management of the company.

               (vi) Disclosure. To the knowledge of the Company, neither this
                    Agreement, nor any other agreement, certificate, statement
                    or document furnished in writing by or on behalf of the
                    Company to Edge in connection herewith or therewith
                    (including without limitation the Business Plan for the
                    Company and projections referred to above), contains any
                    untrue statement of material fact or omits to state a
                    material fact necessary in order to make the statements
                    herein or therein not misleading in any material respect.

              (vii) Legal Proceedings. There is no action, suit or proceeding
                    pending or to the Company's knowledge currently threatened
                    against the Company or any of subsidiaries. Neither the
                    Company nor any of its subsidiaries is a party or subject to
                    the provisions of any order, writ, injunction, judgment or
                    decree of any court or governmental agency or

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                    instrumentality. There is no action suit or proceeding by
                    the Company or any of its subsidiaries currently pending or
                    which the Company or its subsidiaries intend to initiate.

             (viii) Proprietary Rights. To its knowledge, the Company owns all
                    patents trademarks, service marks, trade names, copyrights
                    trade secrets, licenses, information and proprietary rights
                    and processes which it currently uses or is necessary for
                    its business without any conflict with, or infringement of
                    the rights of others. The Company has not received any
                    communication alleging that the Company has violated or, by
                    conducting its business, would violate any of the patents,
                    trademarks, service marks, trade names, copyrights, trade
                    secrets, or other proprietary rights or processes of any
                    other person or entity.

               (ix) Compliance with Other Instruments. (a) To the actual
                    knowledge of the President of the Company, the Company is
                    not in any material violation or default of any provisions
                    of its Amended and Restated Certificate of Incorporation or
                    Bylaws or of any instrument, judgment, order, writ, decree
                    or contract to which it is a party or by which it is bound
                    or, to the actual knowledge of the President of the Company,
                    of any material provision of federal or state statute, rule
                    or regulation applicable to the Company. The execution,
                    delivery and performance of the Agreements and the
                    consummation of the transactions contemplated hereby or
                    thereby will not result in any such material violation or
                    materially conflict with or constitute, with or without the
                    passage of time and giving of notice, either a material
                    default under any such provision, instrument, judgment,
                    order, writ, decree or contract or an event which results in
                    the creation of any material lien, charge or encumbrance
                    upon any assets of the Company other than (i) carriers',
                    warehousemen's, mechanics', materialmen's and repairmen's
                    liens, and other like Encumbrances imposed by applicable
                    law, arising in the ordinary course of business in
                    connection with activities properly undertaken in the
                    Company's business; (ii) easements, zoning restrictions,
                    rights-of-way, reservations, restrictions and other similar
                    encumbrances on real property imposed by law that do not
                    secure any monetary obligations and do not materially
                    detract from the value of the affected property or interfere
                    with the ordinary conduct of business, (iii) liens, charges
                    or encumbrances for taxes, assessments or governmental
                    charges not yet due and payable, (iv) inchoate statutory and
                    common law liens, charges or encumbrances for which payment
                    is not delinquent, and (v) minor defects, irregularities,
                    liens, and clouds on title which do not materially impair or
                    materially adversely affect the value of the assets,
                    financial condition, operating results, or business of the
                    Company (collectively, "Permitted Encumbrances").

                    (b) To the actual knowledge of the Company's President, the
                    Company has not performed any act, the occurrence of which
                    would result in the Company's loss of any material right
                    granted under any license, distribution agreement or other
                    agreement.

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               (x)  No Conflict of Interest. Except as set forth on Schedule
                    3(a)(x), the Company is not indebted, directly or
                    indirectly, to any of its officers or directors or to their
                    respective spouses or children, in any amount whatsoever
                    other than in connection with expenses or advances of
                    expenses incurred in the ordinary course of business of the
                    Company or relocation expenses of employees. None of the
                    Company's officers or directors, or any members of their
                    immediate families, are, directly or indirectly, indebted to
                    the Company (other than in connection with purchases of the
                    Company's capital stock) or have any direct or indirect
                    ownership interest in any firm or corporation with which the
                    Company is affiliated or with which the Company has a
                    business relationship, or any firm or corporation which
                    competes with the Company except that officers, directors
                    and/or stockholders of the Company may own stock in (but not
                    exceeding five percent (5%) of the outstanding capital stock
                    of) any publicly traded companies that is affiliated with
                    the Company, with which the Company has a business
                    relationship, or which may compete with the Company. To the
                    actual knowledge of the President of the Company none of the
                    Company's officers or directors or any members of their
                    immediate families are, directly or indirectly, interested
                    in any material contract or proposed contract with the
                    Company. The Company is not a guarantor or indemnitor of any
                    indebtedness of any other person, firm or corporation.

               (xi) Rights of Registration and Voting Rights. The Company has
                    not granted or agreed to grant any registration rights,
                    including piggyback rights, to any person or entity except
                    set forth on Schedule 3(a)(xi). To the actual knowledge of
                    the Company's President, no stockholder of the Company has
                    entered into any agreements with respect to the voting of
                    capital shares of the Company.

              (xii) Title to Property and Assets. The Company owns its property
                    and assets free and clear of all Encumbrances, except for
                    (1) Encumbrances that may appear in the Financial
                    Statements, or (2) any Permitted Encumbrances. With respect
                    to the property and assets it leases, the Company is in
                    material compliance with such leases and, to the actual
                    knowledge of the Company's President, such leases are valid
                    and effective in accordance with their respective terms,
                    except as limited by applicable bankruptcy, insolvency,
                    reorganization, moratorium, fraudulent conveyance, or other
                    laws and judicial decisions of general application relating
                    to or affecting enforcement of creditors' rights generally,
                    by laws relating to the availability of specific
                    performance, injunctive relief, or other equitable remedies
                    and with respect to indemnification provisions contained
                    therein, or principles of public policy.

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             (xiii) Changes. Since December 31, 2002, there has not been:

                    (a)  any material change in the assets, liabilities,
                         financial condition or operating results of the Company
                         from that reflected in the Financial Statements, except
                         changes in the ordinary course of business, that have
                         not been material and adverse;

                    (b)  any damage, destruction or loss, whether or not covered
                         by insurance, materially and adversely affecting the
                         business, properties, prospects, or financial condition
                         of the Company;

                    (c)  any waiver or compromise by the Company of a valuable
                         right or of a material debt owed to it that would have
                         an adverse affect;

                    (d)  any satisfaction or discharge of any liens, claim, or
                         encumbrance of payment of any obligation by the
                         Company, except in the ordinary course of business and
                         that is not material and adverse to the business,
                         properties, prospects or financial condition of the
                         Company;

                    (e)  any material change to a material contract or agreement
                         by which the Company or any of its assets is bound or
                         subject;

                    (f)  any material change in any compensation arrangement or
                         agreement with any employee, officer, director or
                         stockholder;

                    (g)  any sale, assignment or transfer of any patents,
                         trademarks, copyrights, trade secrets or other
                         intangible assets other than in the ordinary course of
                         business;

                    (h)  any resignation or termination of employment of any
                         officer or key employee of the Company; and the
                         President of the Company has no actual knowledge of any
                         impending resignation or termination of employment of
                         any such officer or key employee;

                    (i)  any mortgage, pledge, transfer of a security interest
                         in, or lien, created by the Company, with respect to
                         any of its material properties or assets, except liens
                         for taxes not yet due or payable;

                    (j)  any loans or guarantees made by the Company to or for
                         the benefit of its employees, officers or directors, or
                         any members of their immediate families, other than
                         travel advances and other advances made in the ordinary
                         course of its business;

                    (k)  any declaration, setting aside or payment or other
                         distribution in respect to any of the Company's capital
                         stock; or any direct or indirect redemption, purchase,
                         or other acquisition of any such stock by the Company;

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                    (l)  to the actual knowledge of the officers and directors
                         of the Company, any other event or condition of any
                         character that might materially and adversely affect
                         the business, properties or financial condition of the
                         Company; or

                    (m)  any arrangement or commitment by the Company to do any
                         of the things described in this Section 3(a)(xiii).

              (xiv) Employee Benefit Plans. Except as set forth on Schedule
                    3(a)(xiv), the Company does not have any Employee Benefit
                    Plan as defined in the Employee Retirement Income Security
                    Act of 1974.

               (xv) Tax Returns and Payments. The Company has filed all tax
                    returns and reports as required by applicable law. These
                    returns and reports are true and correct in all material
                    respects. The Company has paid all taxes and other
                    assessments due except those being contested in good faith.

              (xvi) Insurance. The Company, within thirty days from the date of
                    this Agreement, will obtain fire and casualty insurance
                    policies, with extended coverage, sufficient in amount
                    (subject to reasonable deductibles) to allow it to replace
                    any of its properties material to its business that might be
                    damaged or destroyed.

             (xvii) Labor Agreements and Actions. Except for a contract with
                    the screen actors guild/AFTRA, the Company is not bound by
                    or subject to (and none of its assets or properties is bound
                    by or subject to) any written or oral, express or implied,
                    contract, commitment or arrangement with any labor union,
                    and no labor union has requested or, to the actual knowledge
                    of the President of the Company, has sought to represent any
                    of the employees, representatives or agents of the Company.
                    There is no strike or other labor dispute involving the
                    Company pending, or to the actual knowledge of the Company's
                    President threatened, which could have a material adverse
                    effect on the assets, properties, financial condition,
                    operating results, or business of the Company, nor does the
                    President of the Company have actual knowledge of any labor
                    organization activity involving its employees. The
                    employment of each officer and employee of the Company is
                    terminable at the will of the Company. To the actual
                    knowledge of the President of the Company, the Company has
                    complied in all material respects with all applicable state
                    and federal equal employment opportunity laws and with other
                    laws related to employment.

            (xviii) Permits. The Company has all franchises, permits,
                    licenses and any similar authority necessary for the conduct
                    of its business, the lack of which could materially and

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                    adversely affect the business, properties, prospects, or
                    financial condition of the Company. The Company is not in
                    default in any material respect under any of such
                    franchises, permits, licenses or other similar authority
                    that would materially and adversely affect the Company's
                    business.

          (b)  Edge.

               (i)  Edge represents and warrants to the Company that Edge is
                    acquiring this Note and the underlying securities for Edge's
                    own account for investment only and not with a view to
                    distribution or resale of the Note or underlying securities.
                    Edge represents that it is an "accredited investor" as such
                    term is defined in Rule 501 under the Act. Edge understands
                    that the Note and the underlying securities are being issued
                    to Edge pursuant to an exemption from the registration
                    requirements of the Act and, accordingly, must be held
                    indefinitely by Edge unless later transferred in
                    transactions that are either registered under the Act or
                    exempt from registration.

               (ii) Edge represents and warrants to the Company that Edge has
                    such knowledge and experience in financial and business
                    matters as to be capable of evaluating the merits and risks
                    of an investment in the Note and the underlying securities
                    and that Edge is able to incur a complete loss of Edge's
                    investment and to bear the risk of such a loss for an
                    indefinite period of time. Edge understands that the Note
                    and any securities acquired upon conversion are a risky and
                    speculative investment.

4.   Financial Information. For so long as the obligations under the Note are
outstanding and for so long as Edge holds an equity interest in the Company, the
Company shall deliver to Edge within fifty (50) days of the end of each of the
Company's fiscal quarters and one hundred and five (105) days from the end of
the Company's fiscal year, the Company's balance sheet and income statement
("Financial Statements") for the most recent quarter or year as the case may be,
together with the related statements of income and cash flow, and an updated
Capitalization Schedule, which Financial Statements shall be prepared in
accordance with United States Generally Accepted Accounting Principles
consistently applied.

5.   Security Interest.

     (a)  Grant. The Company hereby grants to Edge a security interest in the
          Collateral (as such term is defined below). The security interest
          shall constitute a first lien on the Collateral and shall secure the
          Company's obligations (the "Secured Obligations") under the Note and
          this Agreement and any other and/or future obligations of the Company
          to Edge. Edge may sign and file financing statements in the name of
          the Company, and, if Edge requests, the Company agrees to sign
          financing statements from time to time and to take all other steps
          reasonably necessary to enable Edge and its successors in interest to
          perfect, or maintain perfection of, its security interest in the
          Collateral. The Company shall pay all filing fees and tax stamps due

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          in connection with filing the financing statements. This Agreement or
          a copy of this Agreement shall be sufficient as a financing statement
          and may be filed as such. The "Collateral" shall mean the property
          (but none of the Company's obligations or liabilities with respect
          thereto) of the Company described in Exhibit A attached hereto and
          made a part hereof:

     (b)  Termination. Upon payment by the Company of all principal and interest
          on the Note or conversion of the Note in accordance with its terms,
          Edge, on behalf of itself and each successor holder of the Note, shall
          execute and deliver such instruments and do and perform such acts as
          may be reasonably necessary to terminate its security interest in the
          Collateral.

     (c)  Right to Realize Upon Collateral. Except to the extent prohibited by
          applicable law that cannot be waived, this Section shall govern Edge's
          (as defined in the Note) rights to realize upon the Collateral. The
          provisions of this Section are in addition to any rights and remedies
          available in law or equity. Upon any breach of the terms of the Note
          by the Company, it is agreed that Edge shall have the right to take
          any or all of the actions included in this Section at the same or
          different times.

          (i)  Assembly of Collateral; Receiver. Edge may request that the
               Company assemble the Collateral and otherwise make it available
               to Edge and the Company and its officers and directors shall
               comply with such request. Edge may have a receiver appointed for
               all or any portion of the Company's assets or business which
               constitutes the Collateral in order to manage, protect, preserve,
               sell and otherwise dispose of all or any portion of the
               Collateral.

          (ii) Foreclosure Sale. All or any part of the Collateral may be sold
               for cash or other value in any number of lots in any commercially
               reasonable manner; provided, however that unless the Collateral
               to be sold threatens to decline speedily in value or is of a type
               customarily sold on a recognized market, Edge shall give the
               Company 10 days prior written notice of the time and place of any
               public sale, or the time after which a private sale may be made,
               which notice each of the Company and Edge agrees to be
               reasonable. At any sale or sales of Collateral, Edge or any of
               its assigns may bid for and purchase all or any part of the
               property and rights so sold and may use all or any portion of the
               Secured Obligations owed to Edge as payment for the property or
               rights so purchased, all without further accountability to the
               Company, except for the proceeds of such sale or sales pursuant
               to Section 4(c)(iii).

         (iii) Application Proceeds. The proceeds of all sales and collections
               in respect of any Collateral or other assets of the Company, all
               funds collected from the Company and any cash contained in the
               Collateral, the application of which is not otherwise
               specifically provided for herein, shall be applied as follows:

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               A.   First, to the payment of the costs and expenses of such
                    sales and collections, the reasonable expenses of Edge and
                    the reasonable fees and expenses of its counsel;

               B.   Second, any surplus then remaining to the payment of the
                    Secured Obligations in such order and manner as Edge may in
                    its reasonable discretion determine, subject, however, to
                    the rights of the holder of any then existing lien for which
                    Edge has received a proper demand for proceeds prior to
                    making such payment; and

               C.   Third, any surplus then remaining shall be paid to the
                    Company, subject, however, to the rights of the holder of
                    any then existing lien for which Edge has received a proper
                    demand for proceeds prior to making such payment to the
                    Company.

     (d)  Custody of Collateral. Except as provided by applicable law that
          cannot be waived, Edge will have no duty as to the custody and
          protection of the Collateral, the collection of any part thereof or of
          any income thereon or the preservation or exercise of any rights
          pertaining thereto, including rights against prior parties, except for
          the use of reasonable care in the custody and physical preservation of
          any Collateral in its possession.

6.   Covenants of the Company. The Company covenants that from and after the
date hereof and for so long as any of the Notes are outstanding:

     (a)  Limitation of Indebtedness. The Company will not incur any
          indebtedness, other than trade debt incurred in the ordinary course of
          business, without the approval of Edge.

     (b)  Dividends and Distributions. The Company shall not, and shall cause
          each of its Subsidiaries not to, directly or indirectly, (i) declare
          or pay any dividend or make any distribution in cash or property to
          holders of Capital Stock of the Company or any Subsidiary of the
          Company or (ii) purchase, redeem or otherwise acquire or retire for
          value (other than through the issuance solely of Capital Stock of the
          Company) any Capital Stock or warrants, rights or options to acquire
          Capital Stock of the Company or any securities exchangeable for or
          convertible into any such shares or permit any Subsidiary to purchase,
          redeem or otherwise acquire or retire for value any Capital Stock of
          the Company or any Subsidiary or any such warrant, rights or options
          on convertible securities.

     (c)  Compliance with Laws. The Company will, and will cause each of its
          Subsidiaries to, comply with all applicable Laws with respect to the
          conduct of its business and the ownership of its properties, including
          without limitation, compliance with the reporting requirements of all
          applicable securities Laws; provided that the Company shall not be
          deemed to be in violation of this Section 6(c) as a result of any

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          failure to comply with any provisions of any such Laws, the
          noncompliance with which would not, individually or in the aggregate,
          have or reasonably be expected to have a Material Adverse Effect or
          have a materially adverse effect on the ability of the holder of any
          Securities to sell such Securities.

     (d)  Limitation of Agreements. The Company will not, and will not permit
          any Subsidiary to, enter into any Contract, or any amendment,
          modification, extension or supplement to any existing Contract, which
          contractually prohibits the Company from paying interest on, or
          principal of, the Notes or effecting the conversion of the Notes.

     (e)  Preservation of Franchises and Existence. The Company will maintain
          and cause each Subsidiary to maintain its corporate existence, rights
          and franchises in full force and effect, provided that nothing in this
          Section 6(e) shall prevent the Company or any Subsidiary from
          discontinuing its operations in any particular state or at any
          particular location or locations within the state, or prevent the
          corporate existence, rights and franchises of any Subsidiary from
          being terminated if, in the opinion of the Board of Directors of the
          Company, the preservation thereof is no longer desirable in the
          conduct of the business of the Company and its Subsidiaries taken as a
          whole.

     (f)  Payment of Taxes and Other Charges. The Company will pay or discharge,
          and will cause each Subsidiary to pay or discharge, before the same
          shall become delinquent, (i) all Taxes imposed upon it or any of its
          properties or income, and (ii) all claims of material men, mechanics,
          landlords and other like Persons which, in the case of either clause
          (i) or clause (ii), if unpaid, might result in the creation of a
          material lien upon any of its properties, provided, however, that the
          Company shall not be required to pay or discharge or cause to be paid
          or discharged any such Tax or claim whose amount, applicability or
          validity is being contested in good faith pursuant to appropriate
          proceedings.

     (g)  Lost, Stolen, Damaged and Destroyed Securities. Upon receipt of
          evidence reasonably satisfactory to the Company of the loss, theft,
          destruction or mutilation of any certificate representing shares of
          Common Stock or a Note and in the case of loss, theft or destruction,
          upon delivery of an indemnity satisfactory to the Company (which, in
          the case of Edge, may be an undertaking by Edge to so indemnify the
          Company and which, in the case of any Person other than Edge, shall be
          delivery of an indemnity bond), or, in the case of mutilation, upon
          surrender and cancellation thereof, the Company will issue a new share
          certificate of like tenor for a number of shares of Common Stock equal
          to the number of shares of such stock represented by the certificate
          lost, stolen, destroyed or mutilated, or a new Note of like tenor in
          an amount equal to the amount of such Note lost, stolen, destroyed or
          mutilated.

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     (h)  Information; Access. The Company will permit Edge and its
          representatives to visit and inspect, at Edge's expense, any of the
          properties of the Company and its Subsidiaries, to examine the
          corporate books and make copies or extract therefrom and to discuss
          the affairs, finances and accounts of the Company and its Subsidiaries
          with the principal officers of the Company as well as the accountants
          of the Company; provided, that, so long as no default or Event of
          Default shall have occurred under any of the documents that are part
          of this transaction, Edge shall not without the Company's consent,
          which shall not be unreasonably withheld, visit and inspect the
          Company's properties more than four times a year.

     (i)  Transactions with Affiliates. The Company will not, and will not
          permit any Subsidiary to, engage in any transaction or group of
          related transactions (including, without limitation, the purchase,
          lease, sale or exchange of properties of any kind or the rendering of
          any service) with any of its Affiliates (other than the Company) or
          Associates, except in the ordinary course and pursuant to the
          reasonable requirements of the Company's or such Subsidiary's business
          and upon fair and reasonable terms no less favorable to the Company or
          such Subsidiary than would be obtainable in a comparable arm's-length
          transaction with a person not an Affiliate or Associate and except
          that the Company may issue stock options pursuant to its employee
          benefit plans, provided that award must be approved by a compensation
          committee made up of non-executive board members, one of which shall
          be John Sfondrini and the exercise price on any option granted cannot
          be less than Edge's then effective conversion price as defined in the
          Note.

     (j)  Notice of Breach. As promptly as practicable, and in any event not
          later than five Business Days after senior management of the Company
          becomes aware thereof, the Company shall provide Edge with written
          notice of any breach by the Company of any provision of this
          Agreement, including, without limitation, this Article 6, specifying
          the nature of such breach and any actions proposed to be taken by the
          Company to cure such breach.

     (k)  Right of Edge to Designate Directors. The Company shall cause one
          additional person designated by Edge to be nominated, so as to bring
          Edge's designees to two persons, and shall use its best efforts to
          cause such persons to be elected, to the Board of Directors of the
          Company effective, without any further action, within five days after
          such persons are designated and at each annual meeting of stockholders
          occurring thereafter (any person designated by Edge pursuant to this
          Section 6(k) from time to time, an "Edge Designee"). In connection
          with any annual meeting of stockholders at which the term of the Edge
          Designees are to expire, the Company will take all necessary action to
          include the Edge Designees as management's nominees for director and
          use the same efforts to cause such Edge Designees to be elected to the
          Board of Directors of the Company as are used with respect to
          management's other nominees. In the event of any vacancy arising by
          reason of the resignation, death, removal or inability to serve of any

                                       12

<PAGE>


          Edge Designee, Edge shall be entitled to designate a successor to fill
          such vacancy for the unexpired term. The Edge Designees shall be
          subject to the reasonable approval of the Company except if the Edge
          Designees are bona fide employees of, or regular consultants to, Edge
          or any of its Affiliates (in which case such approval shall not be
          necessary). Philip Cohen agrees to vote his shares in favor of the
          election of the Edge Designees.

     (l)  Reporting Company. The Company shall immediately take all necessary
          steps, including but not limited to auditing the Company's financial
          records for the previous two fiscal years, to become a reporting
          company pursuant to Section 12(g) of the Securities Exchange Act of
          1934, as amended. To that end, the Company shall file a Registration
          Statement on either Form 10-SB or SB-2 with the Securities and
          Exchange Commission within 90 days from the date of this Agreement.

     (m)  Impairment. The Company shall not take any action which would impair
          or jeopardize the first lien status of the Security Interest created
          hereby and shall take such action as may be requested to maintain the
          first lien status of such Security Interest.

     (n)  Directors' Indemnification; Insurance.

          (i)  The Company does not have directors' and officers' liability
               insurance, however, the Company intends on obtaining and
               maintaining directors' and officers' liability insurance in the
               near future, and the Edge Designees shall be covered under such
               insurance.

          (ii) The Certificate of Incorporation, By-laws and other
               organizational documents of the Company shall at all times, to
               the fullest extent permitted by law, provide for indemnification
               of, advancement of expenses to, and limitation of the personal
               liability of, the members of the Board of Directors of the
               Company. Such provisions may not be amended, repealed or
               otherwise modified in any manner adverse to any member of the
               Board of Directors of the Company until at least six years
               following the date that the Edge Designees are no longer members
               of the Board of Directors of the Company.

         (iii) The Edge Designees are intended to be third-party beneficiaries
               of the obligations of the Company pursuant to this Section 6(n),
               and the obligations of the Company pursuant to this Section 6(n)
               shall be enforceable by the Edger Designees.

     (o)  Merger, Etc. The Company will not merge with or into or consolidate
          with, or sell all or substantially all of its assets to, any other
          Person unless (i) the surviving entity shall have assumed in writing
          all of the obligations of the Company under each of the documents that

                                       13

<PAGE>


          are part of this transaction, and (ii) immediately after the
          consummation of such merger or consolidation the surviving entity
          would not be in violation of any of the provisions applicable to the
          Company contained in any of the Transaction Documents.

     (p)  Life Insurance. The Company shall immediately obtain and maintain a
          key man life insurance policy on Philip Cohen. The face amount of the
          policy will be at least $1,100,000.

7.   Pre-emptive Rights. So long as the Notes are outstanding, the Company shall
not issue, sell or exchange or agree to issued, sell or exchange (collectively
"Issue," and any issuance, sale or exchange resulting therefrom, an "Issuance")
any share of Capital Stock or any securities convertible into the company's
Capital Stock (collectively "Securities") (other than securities issued by the
Company in an underwritten Initial Public Offering), except as authorized by the
Board of Directors and in accordance with the following procedures:

     (a)  The Company shall deliver to Edge a written notice (a "Pre-emptive
          Notice"), which shall (i) state the Company's intention to Issue
          Securities to one or more Persons, the amount and type of Securities
          to be Issued (the "Securities Issuance"), the purchase price
          ("Purchase Price") therefor and a summary of the other material terms
          of the proposed Issuance and (ii) offer Edge the option to acquire all
          or any part of the Securities Issuance (the "Pre-emptive Offer"). The
          Pre-emptive Offer shall remain open and irrevocable for the periods
          set forth below (and, to the extent the Pre-emptive Offer is accepted
          during such periods, until the consummation of the Issuance
          contemplated by the Pre-emptive Offer). Edge shall have the right and
          option, for a period of 15 business days after delivery of the
          Pre-emptive Notice (the "Pre-emptive Acceptance Period"), to accept
          all or any part of the Securities Issuance at the purchase price and
          on the terms stated in the Pre-emptive Notice. Such acceptance shall
          be made by delivering a written notice to the Company by Edge within
          the Pre-emptive Acceptance Period specifying the maximum number of
          shares of the Securities Issuance Edge will purchase (the "Accepted
          Securities").

     (b)  If effective acceptance shall not be received pursuant to Section 7(a)
          above with respect to all of the Securities Issuance offered for sale
          pursuant to the Pre-emptive Notice, then the Company may Issue all or
          any portion of such Securities so offered for sale and not so
          accepted, at a price not less than the Purchase Price, and on terms
          not more favorable to the purchaser thereof than the terms, stated in
          the Pre-emptive Notice at any time within 90 days after the expiration
          of the Pre-emptive Acceptance Period (the "Issuance Period"). In the
          event that all of the Securities Issuance is not Issued by the Company
          during the Issuance Period, the right of the Company to Issue such
          unsold Securities Issuance shall expire and the obligations of this
          Section 7 shall be reinstated.

     (c)  All sales of Securities Issuance to Edge subject to any Pre-emptive
          Notice shall be consummated contemporaneously at the offices of the
          Company on a mutually satisfactory business day within 5 days after

                                       14

<PAGE>


          the expiration of the Pre-emptive Acceptance Period. The delivery of
          certificates or other instruments evidencing such Securities Issuance
          shall be made by the Company on such date against payment of the
          Purchase Price for such Securities Issuance.

     (d)  The provision of this Section 7 shall terminate at such time Edge is
          no longer the owner of the Notes or three years after the date hereof,
          whichever is earlier.

8.   Notices. Any notice, request or other communication required or permitted
hereunder shall be in writing and shall be deemed to have been duly given if
sent via facsimile or overnight or second day delivery service, to the
respective addresses and/or facsimile numbers of the parties as set forth below:

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

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

If to Edge:                         Pet Edge, LLC
                                    P.O. Box 1248
                                    Ridgefield, Connecticut 06877
                                    Attn:  John Sfondrini, President
                                    Facsimile No.: (203) 894-8244

With a copy to:                     J. Michael Gottesman, Esq.
                                    477 Madison Avenue
                                    New York, New York 10022
                                    Facsimile No.: 212-308-2323

Any party hereto may by notice so given change its address for future notice
hereunder. Notice shall conclusively be deemed to have been given upon confirmed
receipt of delivery.

9. Successors and Assigns; Assignment. The terms and conditions of the Note and
this Agreement shall inure to the benefit of and be binding upon the respective
executors, administrators, heirs, successors and permitted assigns of the
parties. Neither party hereto may assign any of its rights or obligations
hereunder without the prior written consent of the other party; provided,
however, Edge may assign its rights and obligations hereunder to any Permitted
Transferee (as defined in the Note).

                                       15

<PAGE>


10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without reference to conflict
of laws principles.

11. Headings. The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.

12. Further Assurances. The Company will take such further action, and will
execute and
deliver to Edge all such further financing statements, certificates, and other
documents as Edge may reasonably request from time to time in order to give full
effect to this Agreement and to secure the rights of Edge hereunder.

13. Entire Agreement. This Agreement and the Note of even date herewith, from
Edge and acknowledged by the Company constitute the entire agreement of the
parties with respect to the subject matter hereof and thereof and supersede all
prior and contemporaneous understandings, whether written or oral.

14. Media Releases. All media releases and public announcements or disclosures
by either party relating to this Agreement and the Note or the business
relationship between the parties contemplated by those documents shall be
coordinated with and approved by the other party in writing prior to the release
thereof.

15. Jurisdiction. The Company consents to and agrees that it is subject to the
jurisdiction of the Courts in the State of Connecticut, Florida, or New York
with respect to any litigation in connection with this Agreement. The Company
will also reimburse Edge for any legal fees it incurred in enforcing Edge's
rights under this Agreement.

     IN WITNESS WHEREOF, the Company and Edge have caused this Agreement to be
executed as of the date first set forth above.

                                            PETCARE TELEVISION NETWORK, INC.



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


                                            PET EDGE, LLC



                                            By: /s/ John Sfondrini
                                                -------------------------------
                                                John Sfondrini, Manager

                                       16

<PAGE>


                Exhibit A to Note Purchase and Security Agreement

     The Collateral covered by this financing statement includes all of the
Debtor's right, title, interest and privilege in and to all the following
property of the Debtor, whether now owned or existing or hereafter acquired or
arising:

     1. All accounts, accounts receivable, general intangibles, contracts,
chattel paper, instruments, documents, warehouse receipts, documents of title,
or any document which evidences that a person in possession of it is entitled to
receive, hold and dispose of the document or the goods it covers, including but
not limited to all rights and claims of the Debtor for payment or monies due and
to become due from customers in connection with the sale of goods or the
rendering of services by the Debtor or purchased, assigned or transferred to the
Debtor, together with all checks, drafts, security agreements and other
instruments or documents securing, evidencing or otherwise relating to any and
all accounts and all rights and remedies of the Debtor under or with respect to
any and all Receivables and any and all of the foregoing (collectively referred
to hereinafter as "Accounts");

     2. All intangible personal property of every kind and nature including,
without limitation, General Intangibles and Payment Intangibles, choses in
action, causes of action, contracts with persons to sell goods, inventory or
other property from such persons or to buy goods, inventory or other property
from such person, rights to payment for goods sold or services rendered which
have not yet been billed or invoiced to any customer, corporate or other
business records, intellectual property, license rights, inventions, drawings,
specifications, designs, patents, patent applications, trademarks, trade names,
trade secrets, know how, goodwill, notes with respect to research and
development, copyrights, registrations, licenses, franchises, tax refund claims,
computer programs, know how and any guarantee claims, security interests or
other security held by Debtor;

     3. Any and all inventory, merchandise and other personal property,
including, without limitation, goods in transit, wheresoever located, owned or
acquired by the Debtor which are or may at any time be held for sale or lease,
furnished under any contract of service or held as raw materials, work in
process, or supplies or materials used or consumed in Debtor's business,
packaging material, returned goods, proceeds and products of the foregoing
including, without limitation, personal property owned by Debtor and wheresoever
located which is evidenced by any document of title, warehouse receipt, receipt,
or other document which evidences that a person in possession of it is entitled
to receive hold and dispose of the documents or the goods it covers;

     4. All goods, including without limitation, all machinery, equipment,
computers, supplies, appliances, tools, patterns, molds, dies, blueprints,
fittings, furniture, furnishings, fixtures and articles of tangible personal
property of every description now or hereafter owned by Debtor or in which
Debtor may have or may hereafter acquire any interest, at any location;

                                       17

<PAGE>


     5. All cash and monies, bank accounts, deposit accounts, residues and
property of any kind, now or at any time or times hereafter owned by debtor or
in which Debtor has an interest;

     6. All of the right, title and the interest of Debtor in and to any and all
leases (including equipment leases), rental agreements, management contracts,
franchise agreements, technical services agreements, licenses and permits now or
hereafter affecting any personal or real property now or hereafter leased by
Debtor or any part thereof;

     7. All accessories to, substitutions for and all replacements, products and
proceeds of the foregoing including, without limitation, proceeds of insurance
policies insuring the collateral;

     8. All books and records (including without limitation, customer data,
credit files, computer programs, printouts, and other computer materials and
records(s) of Debtor pertaining to any of the foregoing;

     9.  Investment property;

     10. Proceeds, including Cash Proceeds and Non Cash Proceeds;

     11. Letter of credit rights;

     12. Fixtures;

     13. Software;

     14. Chattel paper, including without limitation, Tangible Chattel Paper and
Electronic Chattel Paper;

     15. Real Estate;

     16. Farm Products;

     17. Consumer Goods;

     18. Equipment;

     19. Instruments and any and all other real or personal property owned by
Debtor or in which the Debtor has an interest.

     The Collateral covers all of the present and future property of the Debtor.

                                       18

<PAGE>


                                SCHEDULE 3(a)(iv)
                            CAPITALIZATION SCHEDULE,
                     SECURITIES SUBJECT TO REGISTRATION, AND
                      RESTRICTIONS ON VOTING OF SECURITIES
                      ------------------------------------

Capital Stock Structure:
------------------------

Common Stock:              50,000,000 shares authorized
                           11,836,000 shares issued and outstanding

Preferred Stock:           10,000,000 shares authorized

   Series A:               1,500,000 shares authorized
   Series A:               101,250 shares issued and outstanding (1)(2)

     (1)  These shares are automatically convertible into the Company's Common
          Stock ten (10) days after the Company's Common Stock begins to be
          quoted. To determine the number of shares of Common Stock which will
          be issued in exchanged for the Series A Preferred Stock upon
          conversion, take the price per share of the Series A Preferred ($2.00)
          and divide it by 50% of the average closing price as reported for the
          five trading days preceding the date of conversion, or $2.00,
          whichever is less. Prior to the Company's Common Stock being traded,
          the holders of the Series A Preferred Stock will not be able to
          convert into shares of Common Stock.

     (2)  The Reserved Shares issuable upon conversion of the Series A Preferred
          Stock are covered under a Registration Rights Agreement.

Securities Subject to Registration Rights:
------------------------------------------

     a)   See (1) and (2) above.
     b)   Promissory Note dated May 16, 2002 for $100,000 to James Calaway with
          accompanying Registration Rights Agreement for 2,355,158 shares. Of
          these shares, Mr. Calaway retains ownership of 2,300,000 as the others
          were gifted and transferred.
     c)   Promissory Note dated June 5, 2002 for $5,000 to Robert and Jamie
          Turner with accompanying Registration Rights Agreement for 5,000
          shares of Common Stock.
     d)   Promissory Note dated June 7, 2002 for $25,000 to Daniel V. Hugo with
          accompanying Registration Rights Agreement for 573,395 shares of
          Common Stock.

Restrictions on Voting of Securities:
-------------------------------------

Series A Preferred Shares: Until or unless the Series A Preferred Stock is
converted into Common Stock as set forth above, no holder of the Series A
Preferred Stock shall have any voting rights except as may be required under
Florida law in certain instances or as set forth in the Certificate of
Designation, Preferences, Rights and Limitations of Series A Convertible
Preferred Stock No Par Value of PetCARE Television Network, Inc.

                                       19

<PAGE>


                                SCHEDULE 3(a)(x)
                              CONFLICTS OF INTEREST
                              ---------------------

Company's Indebtedness to Officers and Directors:
-------------------------------------------------

     1)   James Calaway - $207,400 as of February 28, 2003, plus interest (under
          promissory notes)

     2)   Daniel Hugo - $25,000 as of February 28, 2003, plus interest (under
          promissory note)


Indebtedness to the Company by Officers and Directors:
------------------------------------------------------

None.

                                       20

<PAGE>


                                SCHEDULE 3(a)(xi)
                    RIGHTS OF REGISTRATION AND VOTING RIGHTS
                    ----------------------------------------


See Capitalization Schedule for shares subject to Registration Rights.

                                       21

<PAGE>


                               SCHEDULE 3(a)(xiv)
                             EMPLOYEE BENEFITS PLAN



SAVAGE MOJO, INC. 2002 EQUITY INCENTIVE PLAN  -

     Stock option plan for key employees covering 2,000,000 shares.

                                       22