Exhibit 10.22

              Convertible Promissory Note to Mark Maltzer-$50,000


THIS 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 CONVERTIBLE PROMISSORY NOTE ISSUED IN EXCHANGE FOR
THIS CONVERTIBLE PROMISSORY NOTE.

                        PETCARE TELEVISION NETWORK, INC.

                                 June, 10, 2003

                                                                      $50,000.00

                           CONVERTIBLE PROMISSORY NOTE

                                Due June 9, 2006

PETCARE TELEVISION NETWORK, INC., a Florida corporation (the "Company"), for
value received, hereby promises to pay to MARK MALTZER (the "Holder") on the
10th day of June, 2006 (the "Maturity Date") at his address of 5881 Wedgewood
Drive, Granite Bay, CA 95746, 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 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

<PAGE>


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 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.   Conversion.

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

                                       2

<PAGE>


          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.

     2.2  Anti-Dilution Provisions.

          2.2.1 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) 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,

                                       3

<PAGE>


          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 2.2.1 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.

          2.2.2 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 2.2.1; 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

                                       4

<PAGE>


          in the application of this Section 2 with respect to the rights of the
          Holder of this Note after the transaction to the end that the
          provisions of this Section 2 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 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 Note at the new
          Conversion Price.

          2.2.3. 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.

                                       5
<PAGE>

          (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.   Issuance of Shares.

     3.1 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.

     3.2 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.

     3.3 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.

                                       6

<PAGE>


     3.4 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
     generally 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
     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 are false
     and misleading in any material respect;

                                       7

<PAGE>


     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.   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.

                                       8

<PAGE>


7.   Registration Rights.

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

8.   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
dated 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.

9.   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.

10.   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.

                                       9

<PAGE>


11.  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 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.

12.  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:
                  -----------------

                  Mark Maltzer
                  5881 Wedgewood Drive
                  Granite Bay, CA  95746
                  Facsimile No.:  (916) 791-5881

                  If to the Company:
                  ------------------

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

                                       10

<PAGE>


                  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

or at such other address as the Holder or the Company shall designate by notice
to the other given in accordance with this Section 12.

13. 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 2
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.

                                       11

<PAGE>


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 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]

                                       12

<PAGE>


     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

                                       13

<PAGE>


                        PETCARE TELEVISION NETWORK, INC.

                       SENIOR CONVERTIBLE PROMISSORY NOTE

                                DUE JUNE 9, 2006

                              NOTE CONVERSION FORM

     The undersigned hereby irrevocably elects to convert the within 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

                                       14

<PAGE>


                        PETCARE TELEVISION NETWORK, INC.

                       SENIOR CONVERTIBLE PROMISSORY NOTE

                                DUE JUNE 9, 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 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)

                                       15