▇. ▇. ▇▇▇▇▇▇▇▇▇▇ & CO., INC.
INVESTMENTS SINCE 1868
Exhibit 10.32
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Tel. (▇▇▇) ▇▇▇-▇▇▇▇
44th Floor (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Fax. (▇▇▇) ▇▇▇-▇▇▇▇
February 11, 2004
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President & Chief Executive Officer
PetCare Television Network, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇:
Pursuant to the engagement letter ("Agreement") signed on February 4, 2004
between PetCare Television Network, Inc. ("PetCare" or the "Company") and ▇.▇.
▇▇▇▇▇▇▇▇▇▇ & Co., Inc. ("HCW"), PetCare and HCW hereby agree to amend Section 2
of the Agreement with respect to HCW's "Cash Fee". The Company hereby desires
and HCW hereby agrees to substitute the non-refundable retainer fee of 50,000
common stock purchase warrants with a non-refundable cash retainer fee of
$12,500. The Company shall pay the retainer fee, at the option of HCW, in cash
or issue 50,000 shares of the Company's common stock to resolve the obligation.
The remainder of the Agreement shall remain unchanged.
Please confirm that the foregoing correctly sets forth our agreement by signing
and returning to HCW the enclosed duplicate copy of this Amendment.
Very truly yours,
▇.▇. ▇▇▇▇▇▇▇▇▇▇ & Co., Inc.
By: /s/▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: President
Accepted and agreed to as of the date first written above
PetCare Television Network, Inc.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President & Chief Executive Officer