Exh. 10.16 - 2006 Equity Incentive Plan

                         MEDICAL MEDIA TELEVISION, INC.

                           2006 EQUITY INCENTIVE PLAN


SECTION 1.    INTRODUCTION

         1.1   Establishment.   Medical  Media   Television,   Inc.,  a  Florida
corporation  (the  "Company"),  hereby  establishes  this  plan  of  stock-based
compensation  incentives for selected  Eligible  Participants of the Company and
its  affiliated  corporations.  This Plan  shall be known as the  Medical  Media
Television, Inc. 2006 Equity Incentive Plan (the "Plan").

         1.2 Purpose.  The purpose of this Plan is to promote the best interests
of  the  Company  and  its   stockholders  by  providing  a  means  of  non-cash
remuneration  to  selected  Eligible  Participants  who  contribute  most to the
operating progress and earning power of the Company and/or to provide incentives
to employees (including officers),  directors, and Consultants to the Company by
offering them an opportunity to acquire a proprietary interest in the Company.

         1.3 Rule 16B-3 Plan. The Plan is intended to comply with all applicable
conditions  of Rule 16b-3 (and all  subsequent  revisions  thereof)  promulgated
under the Securities  Exchange Act of 1934, as amended (the "1934 Act").  To the
extent  any  provision  of the  Plan or  action  by the  Board of  Directors  or
Committee  fails to so comply,  it shall be deemed null and void,  to the extent
permitted by law and deemed advisable by the Committee.  In addition,  the Board
of Directors may amend the Plan from time to time as it deems necessary in order
to meet the  requirements of any amendments to Rule 16b-3 without the consent of
the shareholders of the Company.

         1.4  Effective  Date of Plan.  The Plan shall be effective  May 1, 2006
(the "Effective Date"), provided that within one year of the Effective Date, the
Plan shall have been  approved by at least a majority vote of  stockholders.  No
Incentive Option,  Non-qualified Option,  Restricted Stock Award, or Bonus Stock
Award shall be granted  pursuant to the Plan ten years after the Effective Date.
Any action taken by the  Committee or by the Board of Directors  with respect to
the  implementation,  interpretation  or  administration  of this Plan  shall be
final, conclusive and binding.

         1.5  Eligibility.  The  individuals  who shall be  eligible  to receive
Awards hereunder shall be those Eligible Participations of the Company or any of
its Affiliates as the Committee shall determine from time to time.

SECTION 2.    DEFINITIONS

         The following definitions shall be applicable to the terms used in this
Plan:

         2.1 "Affiliated  Corporation"  means any  corporation  that is either a
parent corporation with respect to the Company or a subsidiary  corporation with
respect  to the  Company  (within  the  meaning  of  Sections  424(e)  and  (f),
respectively, of the Internal Revenue Code).

         2.2  "Award"  means  each of the  following  granted  under  this Plan:
Incentive  Option,  Nonqualified  Option,  Restricted Stock Award or Bonus Stock
Award.

         2.3 "Bonus Stock Award" means an award of stock as a bonus.
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         2.4 "Board of Directors" means the board of directors of the Company.

         2.5 "Bonus  Stock Award" means an award of shares of Common Stock to be
issued to an Eligible Participant if specified  predetermined  performance goals
are satisfied.

         2.6  "Change  in  Control"   shall  mean  and  include  the   following
transactions or situations:

         (a) A sale,  transfer,  or other  disposition by the Company  through a
         single  transaction  or a series of  transactions  of securities of the
         Company  representing  thirty  (30%)  percent  or more of the  combined
         voting  power  of the  Company's  then  outstanding  securities  to any
         "Unrelated  Person" or "Unrelated  Persons"  acting in concert with one
         another. For purposes of this definition,  the term "Person" shall mean
         and include any individual,  partnership,  joint venture,  association,
         trust corporation,  or other entity (including a "group" as referred to
         in Section  13(d)(3) of the 1934 Act). For purposes of this definition,
         the term  "Unrelated  Person"  shall mean and include any Person  other
         than the Company,  a  wholly-owned  subsidiary  of the  Company,  or an
         employee  benefit  plan of the  Company;  provided  however,  a sale to
         underwriters  in  connection  with a public  offering of the  Company's
         securities  pursuant  to a firm  commitment  shall  not be a Change  of
         Control.

         (b) A sale, transfer, or other disposition through a single transaction
         or a series of transactions of all or  substantially  all of the assets
         of the Company to an Unrelated  Person or Unrelated  Persons  acting in
         concert with one another.

         (c) A  change  in  the  ownership  of  the  Company  through  a  single
         transaction or a series of transactions  such that any Unrelated Person
         or  Unrelated  Persons  acting in concert  with one another  become the
         "Beneficial  Owner,"  directly  or  indirectly,  of  securities  of the
         Company  representing  at least  thirty  (30%)  percent of the combined
         voting power of the Company's then outstanding securities. For purposes
         of this  definition,  the term  "Beneficial  Owner" shall have the same
         meaning as given to that term in Rule 13d-3  promulgated under the 1934
         Act, provided that any pledgee of voting securities is not deemed to be
         the Beneficial  Owner thereof prior to its acquisition of voting rights
         with respect to such securities.

         (d)  Any  consolidation  or  merger  of the  Company  with  or  into an
         Unrelated Person,  unless immediately after the consolidation or merger
         the holders of the common stock of the Company immediately prior to the
         consolidation or merger are the beneficial  owners of securities of the
         surviving corporation  representing at least fifty (50%) percent of the
         combined voting power of the surviving  corporation's  then outstanding
         securities.

         (e) During any period of two years,  individuals  who, at the beginning
         of such  period,  constituted  the Board of  Directors  of the  Company
         cease,  for any  reason,  to  constitute  at least a majority  thereof,
         unless the election or nomination for election of each new director was
         approved by the vote of at least two-thirds of the directors then still
         in office who were directors at the beginning of such period.

         (f) A change  in  control  of the  Company  of a nature  that  would be
         required to be  reported  in  response to Item 6(e) of Schedule  14A of
         Regulation  14A  promulgated  under  the  1934  Act,  or any  successor
         regulation of similar importance,  regardless of whether the Company is
         subject to such reporting requirement.

         2.7  "Code"  means  the  Internal  Revenue  Code of 1986,  as it may be
amended from time to time.


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         2.8  "Committee"  means  the  Compensation  Committee  of the  Board of
Directors or such other  committee  designated  by the Board of  Directors.  Any
Committee  member who is also an Eligible  Participant  may receive an Option or
Stock Award if he abstains  from voting in favor of a grant to himself,  and the
grant is determined and approved by the remaining  Committee members.  The Board
of Directors,  in its sole discretion,  may at any time remove any member of the
Committee and appoints another Director to fill any vacancy on the Committee.

         2.9 "Common Stock" means the Company's $.0005 par value Common Stock.

         2.10  "Company"  means  Medical  Media  Television,   Inc.,  a  Florida
corporation and its affiliates.

         2.11 "Consultant"  means any person,  including an advisor,  engaged by
the Company or Affiliate  to render  services  and who is  compensated  for such
services.

         2.12 "Eligible Participant" shall mean any employee, director, officer,
consultant,  or advisor of the Company who is determined (in accordance with the
provisions  herein contained) to be eligible to receive an Option or Stock Award
hereunder.

         2.13  "Fair  Market  Value" of the  Stock as of any date  means (a) the
average  of the high  and low  sale  prices  of the  Stock  on that  date on the
principal  securities exchange on which the Stock is listed; or (b) an amount at
the election of the Committee  equal to (x), the average between the closing bid
and ask  prices  per share of Stock on the last  preceding  date on which  those
prices were  reported or (y) that amount as  determined by the Committee in good
faith.

         2.14 "Incentive Option" means an option to purchase Stock granted under
this Plan  which is  designated  as an  "Incentive  Option"  and  satisfies  the
requirements of Section 422 of the Code.

         2.15 "Option" means both an Incentive Option and a Nonqualified  Option
granted under this Plan to purchase shares of Stock.

         2.16 "Option  Agreement" means the written agreement by and between the
Company and an Eligible Person which sets out the terms of an Option.

         2.17  "Plan"  means the  Medical  Media  Television,  Inc.  2006 Equity
Incentive Plan as set out in this document and as it may be amended from time to
time.

         2.18 "Plan Year" means the  Company's  fiscal year ending each December
31.

         2.19  "Restricted  Stock"  means  Stock  awarded or  purchased  under a
Restricted Stock Agreement entered into pursuant to this Plan, together with (i)
all  rights,  warranties  or  similar  items  attached  or  accruing  thereto or
represented  by the  certificate  representing  the  stock and (ii) any stock or
securities  into  which or for  which  the  stock  is  thereafter  converted  or
exchanged.  The terms and conditions of the Restricted  Stock Agreement shall be
determined by the Committee consistent with the terms of the Plan.

         2.20  "Restricted  Stock  Agreement"  means an  agreement  between  the
Company or any Affiliate and the Eligible  Person pursuant to which the Eligible
Person receives a Restricted Stock Award subject to provisions contained herein.

         2.21 "Restricted Stock Award" means an Award of Restricted Stock.


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         2.22  "Restricted  Stock Purchase  Price" means the purchase  price, if
any, per share of Restricted  Stock subject to an Award.  The  Restricted  Stock
Purchase Price shall be determined by the  Committee.  It may be greater than or
less than the Fair Market Value of the Stock on the date of the Stock Award.

         2.23 "Stock"  means the common  stock of the Company,  $.0005 par value
or, in the event that the  outstanding  shares of common stock are later changed
into or exchanged for a different class of stock or securities of the Company or
another corporation, that other stock or security.

         2.24 "Stock Award" means the grant to an Eligible Participant of shares
of Common Stock  issuable  directly under this Plan rather than upon exercise of
an Option.

         2.25 "10% Stockholder"  means an individual who, at the time the Option
is granted,  owns Stock  possessing  more than 10% of the total combined  voting
power of all classes of stock of the Company or of any Affiliate.  An individual
shall be considered as owning the Stock owned, directly or indirectly, by or for
his  brothers  and  sisters  (whether  by the  whole  or  half  blood),  spouse,
ancestors, and lineal descendants;  and Stock owned, directly or indirectly,  by
or for a  corporation,  partnership,  estate,  or trust,  shall be considered as
being  owned   proportionately  by  or  for  its  stockholders,   partners,   or
beneficiaries.

Wherever  appropriate,  words  used in this  Plan in the  singular  may mean the
plural,  the  plural  may  mean the  singular,  and the  masculine  may mean the
feminine.

SECTION 3.    ELIGIBILITY AND AWARDS

         The Committee  shall  determine at any time and from time to time after
the effective date of this Plan: (i) the Eligible Participants, as same shall be
determined in accordance  with the  requirements  of Form S-8 and the Securities
Act of 1933,  as  amended;  (ii) the number of shares of Common  Stock  issuable
directly or to be granted  pursuant  to an Option;  (iii) the price per share at
which each Option may be exercised, in cash or cancellation of fees for services
for which the  Company is  liable,  if  applicable,  or the value per share if a
direct issue of stock pursuant to a Stock Award;  and (iv) the terms under which
each Option may be granted.  Such determination may from time to time be amended
or altered at the sole discretion of the Committee.

SECTION 4.    GRANT OF OPTION OR STOCK AWARD

         Subject  to the  terms  and  provisions  of this  Plan,  the  terms and
conditions  under  which an Option or Stock  Award may be granted to an Eligible
Participant  shall be set  forth in a  written  agreement  (i.e.,  a  Consulting
Agreement, Services Agreement, Fee Agreement, or Employment Agreement) or, if an
Option,  a  written  Grant of Option in the form  attached  hereto as  Exhibit A
(which may contain such  modifications  thereto and such other provisions as the
Committee, in its sole discretion, may determine).

SECTION 5. TYPE OF OPTION AND EXERCISE OF OPTION

         5.1 Type of Option.  The  Committee  shall specify at the time of grant
whether a given Option shall  constitute an Incentive  Option or a  Nonqualified
Option. Incentive Stock Options may only be granted to Employees.


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         5.2 Option  Price.  The price at which Stock may be purchased  under an
Incentive  Option  shall not be less than the  greater  of: (a) 100% of the Fair
Market Value of the shares of Stock on the date the Option is granted or (b) the
aggregate  par value of the shares of Stock on the date the  Option is  granted.
The  Committee in its  discretion  may provide that the price at which shares of
Stock may be purchased under an Incentive Option shall be more than 100% of Fair
Market Value. In the case of any 10%  Stockholder,  the price at which shares of
Stock may be purchased under an Incentive  Option shall not be less than 110% of
the Fair Market Value of the Stock on the date the Incentive  Option is granted.
The price at which shares of Stock may be purchased under a Nonqualified  Option
shall  be such  price  as  shall  be  determined  by the  Committee  in its sole
discretion  but in no event  lower  than the par value of the shares of Stock on
the date the Option is granted.

         5.3  Duration  of Options.  No Option  shall be  exercisable  after the
expiration of ten (10) years from the date the Option is granted. In the case of
a 10% Stockholder, no Incentive Option shall be exercisable after the expiration
of five (5) years from the date the Incentive Option is granted.

         5.4  Amount  Exercisable  -  Incentive  Options.  Each  Option  may  be
exercised  from time to time,  in whole or in part, in the manner and subject to
the conditions the Committee, in its sole discretion,  may provide in the Option
Agreement, as long as the Option is valid and outstanding,  and further provided
that no Option  may be  exercisable  within six (6) months of the date of grant,
unless  otherwise  stated  in the  Option  Agreement.  To the  extent  that  the
aggregate Fair Market Value  (determined  as of the time an Incentive  Option is
granted)  of the Stock with  respect to which  Incentive  Options  first  become
exercisable  by the optionee  during any calendar  year (under this Plan and any
other  incentive  stock option plan(s) of the Company or any Affiliate)  exceeds
$100,000,  the portion in excess of $100,000 of the  Incentive  Option  shall be
treated  as a  Nonqualified  Option.  In making  this  determination,  Incentive
Options shall be taken into account in the order in which they were granted.

         5.5 Exercise of Options. Each Option shall be exercised by the delivery
of written  notice to the  Company  setting  forth the number of shares of Stock
with respect to which the Option is to be exercised, together with:

         (a) cash, certified check, bank draft, or postal or express money order
payable to the order of the Company for an amount  equal to the option  price of
the shares,

         (b)  stock  at its Fair  Market  Value  on the  date of  exercise,  (if
approved in advance by the Committee),

         (c) an  election  to make a  cashless  exercise  through  a  registered
broker-dealer (if approved in advance by the Committee),

         (d) an  election  to have  shares of Stock,  which  otherwise  would be
issued on exercise,  withheld in payment of the  exercise  price (if approved in
advance by the Committee), and/or

         (e) any other form of payment  which is  acceptable  to the  Committee,
including  without  limitation,  payment in the form of a promissory  note,  and
specifying  the  address  to which the  certificates  for the  shares  are to be
mailed.

         As promptly as practicable  after receipt of written  notification  and
payment,  the Company shall deliver to the Eligible Person  certificates for the
number of shares with respect to which the Option has been exercised,  issued in
the  Eligible  Person's  name.  If  shares  of Stock  are used in  payment,  the
aggregate  Fair Market Value of the shares of Stock tendered must be equal to or
less than the  aggregate  exercise  price of the  shares  being  purchased  upon
exercise  of the  Option,  and any  difference  must be paid by cash,  certified
check,  bank draft, or postal or express money order payable to the order of the
Company. Delivery of the shares shall be deemed effected for all purposes when a
stock transfer agent of the Company shall have deposited the certificates in the
United States mail,  addressed to the Eligible Person,  at the address specified
by the Eligible Person.


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         Whenever an Option is exercised by exchanging  shares of Stock owned by
the  Eligible  Person,   the  Eligible  Person  shall  deliver  to  the  Company
certificates registered in the name of the Eligible Person representing a number
of shares of Stock legally and beneficially  owned by the Eligible Person,  free
of all liens,  claims,  and  encumbrances  of every kind,  accompanied  by stock
powers duly endorsed in blank by the record holder of the shares  represented by
the  certificates  (with  signature  guaranteed  by a  commercial  bank or trust
company or by a brokerage  firm having a  membership  on a  registered  national
stock  exchange).  The delivery of certificates  upon the exercise of Options is
subject to the  condition  that the person  exercising  the Option  provides the
Company with the information the Company might reasonably  request pertaining to
exercise, sale or other disposition.

         5.6 Retirement. Unless it is expressly provided otherwise in the Option
Agreement,  before the expiration of an Incentive Option,  the Employee shall be
retired  in good  standing  from  the  employ  of the  Company  under  the  then
established  rules of the Company,  the Incentive  Option shall terminate on the
earlier of the Option's  expiration date or one day less than one year after his
retirement;  provided,  if an Incentive Option is not exercised within specified
time limits  prescribed  by the Code,  it will become a  Nonqualified  Option by
operation  of law.  Unless it is  expressly  provided  otherwise  in the  Option
Agreement, if before the expiration of a Nonqualified Option, the Employee shall
be  retired  in good  standing  from the  employ of the  Company  under the then
established rules of the Company, the Nonqualified Option shall terminate on the
earlier of the  Nonqualified  Option's  expiration date or one day less than one
year after his retirement.  In the event of retirement,  the Employee shall have
the right prior to the  termination of the  Nonqualified  Option to exercise the
Nonqualified  Option,  to the extent to which he was  entitled  to  exercise  it
immediately prior to his retirement,  unless it is expressly  provided otherwise
in the Option Agreement.

         5.7  Disability.  If, before the expiration of an Option,  the Employee
shall be severed from the employ of the Company for disability, the Option shall
terminate  on the earlier of the Option's  expiration  date or one day less than
one year  after the date he was  severed  because  of  disability,  unless it is
expressly  provided  otherwise  in the Option  agreement.  In the event that the
Employee  shall be severed  from the employ of the Company for  disability,  the
Employee shall have the right prior to the termination of the Option to exercise
the Option,  to the extent to which he was  entitled to exercise it  immediately
prior to his retirement or severance of employment for disability,  unless it is
expressly provided otherwise in the Option Agreement.

         5.8 No Rights as Stockholder.  No Eligible Person shall have any rights
as a  stockholder  with respect to Stock  covered by his Option until the date a
stock certificate is issued for the Stock.

SECTION 6.  RESTRICTED STOCK AWARDS

         6.1 Restricted Stock Awards. The Committee may issue shares of Stock to
an Eligible  Person subject to the terms of a Restricted  Stock  Agreement.  The
Restricted  Stock may be issued for no payment by the  Eligible  Person or for a
payment below the Fair Market Value on the date of grant. Restricted Stock shall
be subject to restrictions  as to sale,  transfer,  alienation,  pledge or other
encumbrance  and  generally  will be subject  to  vesting  over a period of time
specified in the Restricted Stock  Agreement.  The Committee shall determine the
period of vesting, the number of shares, the price, if any, of Stock included in
a Restricted  Stock Award, and the other terms and provisions which are included
in a Restricted Stock Agreement.


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         6.2  Restrictions.  Restricted  Stock shall be subject to the terms and
conditions as determined by the Committee,  including without limitation, any or
all of the following:

         (a) a prohibition  against the sale,  transfer,  alienation,  pledge or
other  encumbrance of the shares of Restricted  Stock, such prohibition to lapse
(i) at such time or times as the Committee shall determine (whether in annual or
more frequent installments,  at the time of the death,  disability or retirement
of the holder of such shares, or otherwise);

         (b) a  requirement  that the  holder  of  shares  of  Restricted  Stock
forfeit, or in the case of shares sold to an Eligible Person, resell back to the
Company at his cost, all or a part of such shares in the event of termination of
the Eligible  Person's  employment  during any period in which the shares remain
subject to restrictions;

         (c) a prohibition  against employment of the holder of Restricted Stock
by any  competitor  of the Company or its  Affiliates,  or against such holder's
dissemination of any secret or confidential information belonging to the Company
or an Affiliate;

         (d) unless stated otherwise in the Restricted Stock Agreement,

                  (i)      if  restrictions  remain at the time of  severance of
                           employment with the Company and all Affiliates, other
                           than  for  reason  of   disability   or  death,   the
                           Restricted Stock shall be forfeited; and

                  (ii)     if severance of employment is by reason of disability
                           or death,  the restrictions on the shares shall lapse
                           and the Eligible  Person or his heirs or estate shall
                           be  100%   vested  in  the  shares   subject  to  the
                           Restricted Stock Agreement.

         6.3 Stock  Certificate.  Shares of Restricted Stock shall be registered
in the name of the Eligible  Person  receiving  the  Restricted  Stock Award and
deposited, together with a stock power endorsed in blank, with the Company. Each
such certificate shall bear a legend in substantially the following form:

                  "The  transferability  of this  certificate  and the shares of
                  Stock  represented  by it is  restricted by and subject to the
                  terms and  conditions  (including  conditions  of  forfeiture)
                  contained in the Medical  Media  Television,  Inc. 2006 Equity
                  Incentive  Plan,  and an  agreement  entered  into between the
                  registered  owner  and the  Company.  A copy of the  Plan  and
                  agreement  is on file in the  office of the  Secretary  of the
                  Company."

         6.4 Rights as  Stockholder.  Subject to the terms and conditions of the
Plan,  each Eligible Person  receiving a certificate for Restricted  Stock shall
have all the  rights  of a  stockholder  with  respect  to the  shares  of Stock
included in the  Restricted  Stock Award  during any period in which such shares
are subject to  forfeiture  and  restrictions  on  transfer,  including  without
limitation, the right to vote such shares. Dividends paid with respect to shares
of  Restricted  Stock in cash or  property  other than  Stock in the  Company or
rights to acquire  stock in the  Company  shall be paid to the  Eligible  Person
currently.  Dividends paid in Stock in the Company or rights to acquire Stock in
the Company shall be added to and become a part of the Restricted Stock.


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         6.5 Lapse of  Restrictions.  At the end of the time period during which
any shares of Restricted  Stock are subject to forfeiture  and  restrictions  on
sale, transfer, alienation, pledge, or other encumbrance, such shares shall vest
and  will  be  delivered  in a  certificate,  free of all  restrictions,  to the
Eligible Person or to the Eligible Person's legal representative, beneficiary or
heir;  provided the certificate shall bear such legend, if any, as the Committee
determines is reasonably  required by applicable law. By accepting a Stock Award
and executing a Restricted Stock Agreement,  the Eligible Person agrees to remit
when due any  federal  and state  income and  employment  taxes  required  to be
withheld.

         6.6  Restriction  Period.  No  Restricted  Stock  Award may provide for
restrictions continuing beyond ten (10) years from the date of grant.

SECTION 7.  BONUS STOCK AWARDS

         7.1 Award of Bonus Stock. The Committee may award shares of Bonus Stock
to  Eligible  Persons,  without  any  payment  for such  shares and  without any
specified  performance  goals.  The  Committee  reserves the right to issue such
amount of shares to Eligible Persons as the Committee deems fit.

         7.2 Eligibility.  The Employees eligible for Bonus Stock Awards are the
senior officers (i.e., chief executive officer,  chief operating officer,  chief
financial officer, president, vice presidents, secretary, treasurer, and similar
positions)  and  consultants of the Company and its  Affiliates,  and such other
employees  of the  Company  and  its  Affiliates  as may  be  designated  by the
Committee.

SECTION 8.  TOTAL NUMBER OF SHARES OF COMMON STOCK

         The total number of shares of Common Stock reserved for issuance by the
Company either directly as Stock Awards or underlying Options granted under this
Plan  shall not be more  than  2,500,000.  The total  number of shares of Common
Stock reserved for such issuance may be increased  only by a resolution  adopted
by the Board of Directors and  amendment of this Plan.  Such Common Stock may be
authorized and unissued or reacquired Common Stock of the Company.

SECTION 9.  PURCHASE OF SHARES OF COMMON STOCK

         9.1 As soon as practicable after the determination by the Committee and
approval by the Board of Directors of the Eligible  Participants  and the number
of shares an  Eligible  Participant  may be issued  directly as a Stock Award or
eligible to purchase  pursuant to an Option,  the  Committee  shall give written
notice thereof to each Eligible Participant,  which notice may be accompanied by
the  Grant  of  Option,  if  appropriate,   to  be  executed  by  such  Eligible
Participant.

         9.2 The negotiated cost basis of stock issued directly as a Stock Award
or the  exercise  price for each  Option  to  purchase  shares  of Common  Stock
pursuant to paragraph  9.1 shall be as  determined  by the  Committee,  it being
understood  that the  price so  determined  by the  Committee  may vary from one
Eligible  Participant to another. In computing the negotiated direct issue price
of a Stock Award or the Option  exercise  price per share of Common  Stock,  the
Committee shall take into consideration,  among other factors,  the restrictions
set forth herein.

SECTION 10.  TERMS AND CONDITIONS OF OPTIONS

         The Committee  shall  determine the terms and conditions of each Option
granted to Eligible Participants, which terms shall be set forth in writing. The
terms  and  conditions  so set by the  Committee  may  vary  from  one  Eligible
Participant to another.


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SECTION 11.  DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE OF OPTION

         The Company shall deliver to each Eligible  Participant  such number of
shares of Common  Stock as such  Eligible  Participant  is  entitled  to receive
pursuant  to a Stock Award or elects to  purchase  upon  exercise of the Option.
Such  shares,  which  shall be fully paid and  nonassessable  upon the  issuance
thereof shall be represented by a certificate or certificates  registered in the
name  of the  Eligible  Participant  and  stamped  with  an  appropriate  legend
referring  to the  restrictions  thereon,  if  any.  Subject  to the  terms  and
provisions of the Florida General  Corporation Law and the written  agreement to
which he is a party,  an  Eligible  Participant  shall  have all the rights of a
stockholder with respect to such shares,  including the right to vote the shares
and to receive all  dividends or other  distributions  paid or made with respect
thereto,  provided  that  such  shares  shall  be  subject  to the  restrictions
hereinafter  set forth. In the event of a merger or  consolidation  to which the
Company is a party, or of any other  acquisition of a majority of the issued and
outstanding  shares of Common  Stock of the Company  involving  an exchange or a
substitution  of stock  of an  acquiring  corporation  for  Common  Stock of the
Company,  or of any  transfer of all or  substantially  all of the assets of the
Company in exchange for stock of an acquiring corporation, a determination as to
whether the stock of the acquiring  corporation  so received shall be subject to
the  restrictions  set forth in Section 10 shall be made solely by the acquiring
corporation.

SECTION 12.  RIGHTS OF EMPLOYEES; ELIGIBLE PARTICIPANTS

         12.1  Employment.  Nothing  contained  in this Plan or in any Option or
Stock Award granted  under this Plan shall confer upon any Eligible  Participant
any right  with  respect to the  continuation  of his or her  employment  by the
Company or any Affiliated Corporation, or interfere in any way with the right of
the Company or any Affiliated Corporation,  subject to the terms of any separate
employment  agreement to the contrary,  at any time to terminate such employment
or to increase or decrease the compensation of the Eligible Participant from the
rate in existence at the time of the grant of an Option or Stock Award.  Whether
an authorized  leave of absence,  or absence in military or government  service,
shall constitute  termination of employment shall be determined by the Committee
at the time.

         12.2  Non-transferability.   No  right  or  interest  of  any  Eligible
Participant  in an Option or Stock Award  shall be  assignable  or  transferable
during  the  lifetime  of  the  Eligible  Participant,   either  voluntarily  or
involuntarily, or subjected to any lien, directly or indirectly, by operation of
law, or otherwise, including execution, levy, garnishment, attachment, pledge or
bankruptcy.  However, the Board of Directors may, in its sole discretion, permit
transfers to family members if and to the extent such transfers are  permissible
under  applicable  securities  laws.  In the event of an Eligible  Participant's
death, an Eligible Participant's rights and interest in an Option or Stock Award
shall  be  transferable  by  testamentary  will  or  the  laws  of  descent  and
distribution,  and  delivery  of any shares of Common  Stock due under this Plan
shall be made to, and  exercise  of any  Options  may be made by,  the  Eligible
Participant's legal representatives, heirs or legatees. If in the opinion of the
Committee a person  entitled to payments or to exercise  rights with  respect to
this Plan is unable to care for his or her affairs because of mental  condition,
physical  condition,  or age,  payment  due such person may be made to, and such
rights shall be exercised by, such person's guardian, conservator or other legal
personal representative upon furnishing the Committee with evidence satisfactory
to the Committee of such status.

SECTION 13.  GENERAL RESTRICTIONS

         13.1 Investment Representations.  The Company may require any person to
whom an Option or Stock Award is  granted,  as a condition  of  exercising  such
Option,  or receiving such Stock Award, to give written  assurances in substance
and form  satisfactory  to the  Company  and its counsel to the effect that such
person is acquiring  the Common  Stock  subject to the Option or Stock Award for
his or her own account for  investment  and not with any  present  intention  of
selling or otherwise  distributing  the same,  and to such other  effects as the
Company  deems  necessary  or  appropriate  in order to comply with  federal and
applicable state securities laws.


                                        9
<PAGE>

         13.2  Restrictions  on Transfer of Common  Stock.  The shares of Common
Stock  issuable  directly as a Stock Award or upon exercise of an Option may not
be  offered  for sale,  sold or  otherwise  transferred  except  pursuant  to an
effective  registration statement or pursuant to an exemption from registration,
the  availability  of  which is to be  established  to the  satisfaction  of the
Company,  and any certificates  representing  shares of Common Stock will bear a
legend to that effect.  However,  the Company may, in the sole discretion of the
Board of Directors, register with the Securities and Exchange Commission some or
all of the shares of Common Stock reserved for issuance under this Plan. Special
resale  restrictions  may,  however,  continue to apply to officers,  directors,
control  shareholders  and  affiliates  of the Company and such  persons will be
required  to obtain an  opinion  of counsel  regarding  their  ability to resell
shares received pursuant to this Plan.

         13.3 Compliance with Securities  Laws. Each Option or Stock Award shall
be subject to the  requirement  that if at any time counsel to the Company shall
determine  that the  listing,  registration  or  qualification  of the shares of
Common Stock subject to such Option or Stock Award upon any securities  exchange
or  under  any  state  or  federal  law,  or  the  consent  or  approval  of any
governmental  or  regulatory  body,  is  necessary  as a  condition  of,  or  in
connection with, the issuance or purchase of shares  thereunder,  such Option or
Stock  Award may not be accepted  or  exercised  in whole or in part unless such
listing,  registration,  qualification,  consent  or  approval  shall  have been
effected or obtained on conditions  acceptable to the Committee.  Nothing herein
shall be deemed to require the  Company to apply for or to obtain such  listing,
registration or qualification.

         13.4 Changes in Accounting Rules.  Notwithstanding  any other provision
of this Plan to the contrary,  if, during the term of this Plan,  any changes in
the  financial or tax  accounting  rules  applicable  to Options or Stock Awards
shall occur that,  in the sole  judgment of the  Committee,  may have a material
adverse effect on the reported  earnings,  assets or liabilities of the Company,
the Committee shall have the right and power to modify as necessary,  or cancel,
any then outstanding and unexercised Options.

SECTION 14.  COMPLIANCE WITH TAX REQUIREMENTS

         Each Eligible Participant shall be liable for payment of all applicable
federal,  state and local income taxes  incurred as a result of the receipt of a
Stock Award or an Option,  the exercise of an Option, and the sale of any shares
of Common  Stock  received  pursuant  to a Stock  Award or upon  exercise  of an
Option. The Company may be required,  pursuant to applicable tax regulations, to
withhold  taxes  for an  Eligible  Participant,  in  which  case  the  Company's
obligations  to deliver  shares of Common  Stock upon the exercise of any Option
granted under this Plan or pursuant to any Stock Award,  shall be subject to the
Eligible  Participant's  satisfaction of all applicable federal, state and local
income and other income tax withholding requirements.

SECTION 15.  PLAN BINDING UPON ASSIGNS OR TRANSFEREES

         In the  event  that,  at any time or from time to time,  any  Option or
Stock Award is assigned or  transferred  to any party  (other than the  Company)
pursuant to provisions  contained  herein,  such party shall take such Option or
Stock Award pursuant to all  provisions  and conditions of this Plan,  and, as a
condition  precedent  to the transfer of such  interest,  such party shall agree
(for and on behalf of himself or itself,  his or its legal  representatives  and
his or its  transferees and assigns) in writing to be bound by all provisions of
this Plan.


                                       10
<PAGE>

SECTION 16.  COSTS AND EXPENSES

         All costs and expenses  with respect to the  adoption,  implementation,
interpretation and administration of this Plan shall be borne by the Company.

SECTION 17.  CHANGES IN CAPITAL STRUCTURE OF THE COMPANY

         Appropriate adjustments shall be made to the number of shares of Common
Stock issuable pursuant to an incomplete or pending Stock Award that has not yet
been delivered or upon exercise of any Options and the exercise price thereof in
the event of: (i) a subdivision  or  combination of any of the shares of capital
stock of the Company;  (ii) a dividend payable in shares of capital stock of the
Company; (iii) a reclassification of any shares of capital stock of the Company;
or (iv) any other change in the capital structure of the Company.

SECTION 18.  PLAN AMENDMENT, MODIFICATION AND TERMINATION

         The  Board,  upon  recommendation  of  the  Committee  or  at  its  own
initiative,  at any time may terminate and at any time and from time to time and
in any respect, may amend or modify this Plan, including:

                  (a)      Increase the total amount of Common Stock that may be
                           awarded under this Plan;

                  (b)      Change the  classes of  persons  from which  Eligible
                           Participants may be selected or materially modify the
                           requirements as to eligibility for  participation  in
                           this Plan;

                  (c)      Increase   the   benefits    accruing   to   Eligible
                           Participants; or

                  (d)      Extend the duration of this Plan.

         Any Option or other Stock Award granted to a Eligible Participant prior
to the date this Plan is amended,  modified or terminated  will remain in effect
according to its terms unless otherwise agreed upon by the Eligible Participant;
provided,  however,  that  this  sentence  shall  not  impair  the  right of the
Committee  to  take  whatever  action  it  deems  appropriate   hereunder.   The
termination or any modification or amendment of this Plan shall not, without the
consent of an Eligible  Participant,  affect his rights under an Option or other
Stock Award previously granted to him.

SECTION 19.  EFFECTIVE DATE OF THIS PLAN

         19.1     Effective Date. This Plan is effective as of May 1, 2006.

         19.2  Duration of this Plan.  This Plan shall  terminate at midnight on
April 30, 2011,  which is the day before the 5th  anniversary  of the  Effective
Date,  and may be extended  thereafter or terminated  prior thereto by action of
the Board of Directors; and no Option or Stock Award shall be granted after such
termination.  Options  and  Stock  Awards  outstanding  at the time of this Plan
termination  may continue to be exercised,  or become free of  restrictions,  in
accordance with their terms.


                                       11
<PAGE>

SECTION 20.  BURDEN AND BENEFIT

         The terms and  provisions of this Plan shall be binding upon, and shall
inure  to  the  benefit  of,  each  Eligible  Participant,   his  executives  or
administrators, heirs, and personal and legal representatives.

         Dated as of the 1st day of May, 2006.


                              MEDICAL MEDIA TELEVISION, INC.


                              By:  /s/ Philip M. Cohen
                                   ---------------------------------------------
                                       Philip M. Cohen, President



                                       12
<PAGE>

                                    EXHIBIT A

                             FORM OF GRANT OF OPTION
    PURSUANT TO THE 2006 MEDICAL MEDIA TELEVISION, INC. EQUITY INCENTIVE PLAN


         Medical Media Television,  Inc., a Florida corporation (the "Company"),
hereby  grants  to  ________________________________  ("Optionee")  an Option to
purchase  ___________ shares of common stock,  $.0.0005 par value (the "Shares")
of the  Company  at the  purchase  price of  $______  per share  (the  "Purchase
Price"),  in accordance with and subject to the terms and conditions of the 2006
Medical Media Television,  Inc. Equity Incentive Plan (the "Plan").  This option
is exercisable in whole or in part, and upon payment in cash or  cancellation of
fees,  or other form of payment  acceptable  to the  Company,  to the  principal
office of the Company.  This Grant of Option  supersedes  and replaces any prior
notice of option  grant,  description  of  vesting  terms or  similar  documents
previously delivered to Optionee for options granted on the date stated below.

         Unless  otherwise  set forth in a separate  written  agreement,  in the
event that Optionee's  employee or consultant  status with the Company or any of
its subsidiaries ceases or terminates for any reason whatsoever,  including, but
not limited to,  death,  disability,  or voluntary or  involuntary  cessation or
termination, this Grant of Option shall terminate with respect to any portion of
this  Grant of Option  that has not  vested  prior to the date of  cessation  or
termination  of  employee  or  consultant  status,  as  determined  in the  sole
discretion of the Company.  In the event of termination  for cause (as that term
is defined in the applicable consulting employment or fee agreement), this Grant
of Option shall  immediately  terminate in full with respect to any un-exercised
options,  and any vested but un-exercised  options shall immediately  expire and
may  not  be  exercised.  Unless  otherwise  set  forth  in a  separate  written
agreement,  vested options must be exercised within six months after the date of
termination  (other  than for cause),  unless  earlier  expired  pursuant to the
Expiration Date set forth below.

         Subject  to the  preceding  paragraph,  this  Grant of  Option,  or any
portion  hereof,  may be  exercised  only to the extent  vested per the attached
schedule,    and   must   be    exercised    by    Optionee    no   later   than
____________________________  (the "Expiration  Date") by (i) notice in writing,
signed by Optionee; and (ii) payment of the Purchase Price pursuant to the terms
of this Grant of Option and the Plan.  Any  portion of this Grant of Option that
is not exercised on or before the Expiration  Date shall lapse.  The notice must
refer to this Grant of Option,  and it must  specify the number of shares  being
purchased,  and recite the  consideration  being paid therefor.  Notice shall be
deemed given on the date on which the notice is received by the Company.

         This Option shall be considered validly exercised once payment therefor
has  cleared  the  banking  system or the  Company  has issued a credit memo for
services  in the  appropriate  amount,  or receives a duly  executed  acceptable
promissory note, if the Option is granted with deferred payment, and the Company
has received written notice of such exercise.  If payment is not received within
two business  days after the date the notice is  received,  the Company may deem
the notice to be invalid.

         If Optionee fails to exercise this Option in accordance with this Grant
of  Option,  then this  Grant of Option  shall  terminate  and have no force and
effect,  in which event the Company and Optionee shall have no liability to each
other with respect to this Grant of Option.

         This Option may be executed simultaneously in two or more counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.


                                       13
<PAGE>

         The validity,  construction and  enforceability of this Grant of Option
shall be  construed  under and  governed  by the laws of the  State of  Florida,
without regard to its rules concerning conflicts of laws, and any action brought
to  enforce  this  Grant  of  Option  or  resolve  any  controversy,  breach  or
disagreement  relative  hereto  shall be  brought  only in a court of  competent
jurisdiction within the State of Florida.

         The shares of common stock  issuable  upon  exercise of the Option (the
"Underlying  Shares")  may not be  sold,  exchanged,  assigned,  transferred  or
permitted to be transferred, whether voluntarily,  involuntarily or by operation
of law, delivered,  encumbered,  discounted,  pledged, hypothecated or otherwise
disposed  of until  (i) the  Underlying  Shares  have been  registered  with the
Securities  and  Exchange  Commission  pursuant  to  an  effective  registration
statement  on  Form  S-8,  or such  other  form  as may be  appropriate,  in the
discretion of the Company;  or (ii) an Opinion of Counsel,  satisfactory  to the
Company, has been received,  which opinion sets forth the basis and availability
of any  exemption  for  resale or  transfer  from  federal  or state  securities
registration requirements.

        This Grant of Option relates to options granted on________________, ___.


                                  MEDICAL MEDIA TELEVISION, INC.

                                  BY THE BOARD OF DIRECTORS OR A SPECIAL
                                  COMMITTEE THEREOF

                                  (NOT FOR EXECUTION)

                                  By:
                                      ------------------------------------------
                                                 Philip M. Cohen, President



                                  OPTIONEE:

                                  (NOT FOR EXECUTION)

                                  ----------------------------------------------


                                       14
<PAGE>


                         GRANT OF OPTION PURSUANT TO THE
            2006 MEDICAL MEDIA TELEVISION, INC. EQUITY INCENTIVE PLAN

OPTIONEE:
         -----------------------------------------------

OPTIONS GRANTED:
                ----------------------------------------

PURCHASE PRICE:    $__________ per Share
DATE OF GRANT:
                    ------------------------------------

EXERCISE PERIOD:                   to
                ------------------    ------------------

VESTING SCHEDULE OF OPTION
         #SHARES           DATE VESTED (ASSUMING CONTINUED EMPLOYMENT, ETC.)

      ------------         -----------------------------

      ------------         -----------------------------

      ------------         -----------------------------

      ------------         -----------------------------

      ------------         -----------------------------

      ------------         -----------------------------

      ------------         -----------------------------


EXERCISED TO DATE: INCLUDING THIS EXERCISE
                                           -------------------------


BALANCE TO BE EXERCISED:
                        --------------------------------


                                       15
<PAGE>

                               NOTICE OF EXERCISE
                 (TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)

TO:      MEDICAL MEDIA TELEVISION, INC. ("Optionor")

         The  undersigned,  the holder of the  Option  described  above,  hereby
irrevocably  elects to exercise the purchase  rights  represented by such Option
for, and to purchase thereunder, _________ shares of the Common Stock of Medical
Media  Television,  Inc., and herewith makes payment of  _______________________
therefor.  Optionee  requests that the certificates for such shares be issued in
the  name  of  Optionee   and  be  delivered  to  Optionee  at  the  address  of
_____________________________________________,  and if such shares  shall not be
all of the  shares  purchasable  hereunder,  represents  that  a new  Notice  of
Exercise of like tenor for the appropriate  balance of the shares,  or a portion
thereof,  purchasable  under the Grant of Option  pursuant  to the 2006  Medical
Media Television,  Inc. Equity Incentive Plan, be delivered to Optionor when and
as appropriate.


                                    OPTIONEE:

                                    NOT FOR EXECUTION

Dated:
       ---------------------        -------------------------------------


                                       16