Exhibit 10.16

        Note Purchase and Security Agreement with Pet Edge-May 28, 2003


                      NOTE PURCHASE AND SECURITY AGREEMENT

     This Note Purchase and Security Agreement (the "Agreement") is entered into
as of May 28, 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

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               interest in capital or profits of such limited liability company,
               partnership or joint venture, or (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

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               any court or governmental agency or 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
                    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.

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     (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