Exhibit 10.27

 (PROPOSED) Amendment to Senior Convertible Promissory Notes with Pet Edge.doc


                                   (PROPOSED)
                                  AMENDMENT TO
                       SENIOR CONVERTIBLE PROMISSORY NOTES
                                TO PET EDGE, LLC

     Amendment dated as of ____________, 2003 to the Senior Convertible
Promissory Notes ("Notes") issued by PetCARE Television Network, Inc. (the
"Company") to Pet Edge LLC (the "Holder"), further described as follows:

          o    Note for $1,000,000 dated March 10, 2003 with due date of March
               9, 2006,
          o    Note for $50,000 dated May 29, 2003 with due date of May 28,
               2006,
          o    Note for $50,000 dated June 6, 2003 with due date of June 5,
               2006, and
          o    Note for $200,000 dated July 1, 2003 with due date of June 30,
               2006.

     WHEREAS, the Notes are convertible into the Company's common stock at a
fixed conversion price of twenty four and six tenths cents ($.246) per share;
and

     WHEREAS, the Company, as additional incentive to convert the Notes early
has agreed to modify the conversion price of the Note.

     NOW THEREFORE, in consideration of the agreements set forth in the
Amendment (defined below) and those contained in the Notes, the parties agree as
follows:

1.   Certain Definitions.

     (a) Except as otherwise provided in this agreement, all words and terms
defined in each Note have the same meaning in this agreement as such defined
words and terms are given in the Notes.

     (b) "Notes" means the Notes issued on March 10, 2003, May 29, 2003, June 6,
2003, July 1, 2003, and as supplemented and amended by this agreement and as
from time to time further supplemented and amended.

     (c) "Amendment" means this agreement dated as of July 1, 2003.

2.   Conversion. Section 3.1 and 3.2 (intentionally omitted) of the Notes are
hereby deleted and replaced with the following revised Sections 3.1 and 3.2:

         "3.   Conversion.

               3.1 Optional Conversion. Subject to the terms hereof, during the
          period commencing on the date hereof and expiring at 5:00 P.M., New
          York City local time, on the day immediately preceding the Maturity
          Date (the "Conversion Period"), the Holder shall have the right to
          convert the then outstanding principal amount of this Note, together
          with accrued interest thereon (an Optional Conversion), into shares of
          Common Stock, par value $.0005 per share, of the Company ("Conversion
          Stock") at a conversion price set forth in 3.2 below, which conversion

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          price set forth in 3.2 shall be subject to adjustment pursuant to the
          provisions of Section 3.3 hereof (the Initial Conversion Price), and
          subject to further adjustment as set forth in Section 3.4 hereof (the
          Conversion Price). The number of shares of Conversion Stock issuable
          upon conversion of this Note shall equal (i) the sum of (A) the
          principal amount of this Note and (B) accrued interest thereon (if the
          Holder elects to convert the amount of accrued interest), divided by
          (ii) the Conversion Price. The foregoing conversion privilege may be
          exercised during the Conversion Period by presentation and surrender
          to the Company, at its then principal office, of this Note together
          with the Note Conversion Form attached hereto duly executed. Subject
          to the terms hereof, upon receipt by the Company of this Note and the
          Note Conversion Form, duly executed, at its office, the Holder shall
          be deemed to be the holder of record of the shares of Conversion Stock
          issuable upon such conversion, notwithstanding that the stock transfer
          books of the Company shall then be closed or that certificates
          representing such shares shall not then be actually delivered to the
          Holder. Additionally, if applicable, this note may be converted in
          segments of not less than $250,000.

               3.2 The conversion price provided for in section 3.1 above shall
          be twenty one and four tenth cents ($.214) if this note is converted
          prior to one year from the date hereof, the conversion price shall be
          twenty three cents a share ($.23) if this note is converted after one
          year from the date hereof and before two years from the date hereof,
          and thereafter the conversion price shall be twenty four and six tenth
          cents ($.246) a share.

3.   Effect of the Note. Except as supplemented and amended by this Amendment as
such conforming as necessary to reflect the modification herein, all of the
provisions of this Note shall remain in full force and effect from and after the
effective date of this Amendment.

     This Amendment has been fully authorized and approved by all required
corporate actions of both the Company and the Holder and does not violate any
corporate charter document of the respective parties.

     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and
seals to this agreement as of the date first above written.

                                            PETCARE TELEVISION NETWORK, INC.


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


                                            HOLDER:

                                            PET EDGE LLC


                                            By:
                                            ----------------------
                                            John Sfondrini, Manager




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