Exhibit 3.7 - Articles of Amendment to the Articles of Incorporation  filed July
14, 2005.

                          ARTICLES OF AMENDMENT TO THE
                          ARTICLES OF INCORPORATION OF
                         MEDICAL MEDIA TELEVISION, INC.
           * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

      MEDICAL MEDIA TELEVISION, INC., a Florida corporation (the "Corporation"),
hereby certifies as follows:

      1. The Board of  Directors of the  Corporation  (the  "Board")  previously
designated  One  Million  Five  Hundred  Thousand   (1,500,000)  shares  of  the
authorized  and  unissued  Preferred  Stock  of  the  Corporation  as  Series  B
Convertible  Preferred  Stock.  The  Corporation  has never issued any shares of
Series B  Convertible  Preferred  Stock and no  shares  of Series B  Convertible
Preferred Stock are currently issued and outstanding.  Pursuant to the authority
conferred upon the Board by the Articles of  Incorporation  of the  Corporation,
and by the  provisions of Sections  607.0601,  .0602,  .0821 and .1002,  Florida
Statutes,  the Board has  unanimously  adopted a resolution  retiring the entire
class of Series B Convertible  Preferred  Stock to the status of authorized  but
unissued and undesignated shares of Preferred Stock of the Corporation.

      2. Pursuant to the authority  conferred  upon the Board by the Articles of
Incorporation  of the Corporation,  and by the provisions of Sections  607.0601,
..0602  and  .0821,  Florida  Statutes,  the  Board  has  unanimously  adopted  a
resolution  designating  One Million Six Hundred  Eighty Two Thousand Forty Four
(1,682,044)  shares  of the  authorized  and  unissued  Preferred  Stock  of the
Corporation  as Series A Zero Coupon  Preferred  Stock,  no par value per share,
having the rights, preferences, powers, privileges, restrictions, qualifications
and limitations set forth in the  Certificate of  Designations,  Preferences and
Rights attached hereto as Exhibit "A."

      3. Pursuant to the authority  conferred  upon the Board by the Articles of
Incorporation  of the Corporation,  and by the provisions of Sections  607.0601,
..0602  and  .0821,  Florida  Statutes,  the  Board  has  unanimously  adopted  a
resolution  designating  Two Million Six Hundred  Twelve  Thousand Three Hundred
Twenty-Nine (2,612,329) shares of the authorized and unissued Preferred Stock of
the Corporation as Series B Zero Coupon Preferred Stock, no par value per share,
having the rights, preferences, powers, privileges, restrictions, qualifications
and limitations set forth in the  Certificate of  Designations,  Preferences and
Rights attached hereto as Exhibit "B."

      4. The  foregoing  amendments  shall  become  effective as of the close of
business on the date these  Articles of  Amendment  are  approved by the Florida
Department  of  State  and all  filing  fees  then due have  been  paid,  all in
accordance with the corporation laws of the State of Florida.

      5. The foregoing amendments to the Corporation's Articles of Incorporation
were duly adopted by unanimous  written consent of the Board dated July 8, 2005,
in accordance with the provisions of Sections 607.0602,  .0821, .1002 and .1006,
Florida  Statutes.  Shareholder  approval of the  foregoing  amendments  was not
required.


<PAGE>

      IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be prepared under the signature of its President this 13th day of July.

                                    Medical Media Television, Inc.

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


                                       2
<PAGE>

                                   Exhibit "A"

                          CERTIFICATE OF DESIGNATIONS,
                             PREFERENCES, AND RIGHTS
                                       of
                      SERIES A ZERO COUPON PREFERRED STOCK
                                       of
                         MEDICAL MEDIA TELEVISION, INC.
                      (Pursuant to Section 607.0602 of the
                        Florida Business Corporation Act)

      Medical Media Television, Inc., a corporation organized and existing under
the laws of the State of Florida (the "Corporation"),  hereby certifies that the
Board of Directors of the Corporation (the "Board of Directors" or the "Board"),
pursuant to authority of the Board of Directors as required by Section  607.0602
of the Florida  Business  Corporation Act, and in accordance with the provisions
of its  Certificate of  Incorporation  and Bylaws,  has and hereby  authorizes a
series of the Corporation's  previously authorized Preferred Stock, no par value
per share (the "Preferred Stock"),  and hereby states the designation and number
of shares, and fixes the relative rights, preferences,  privileges,  powers, and
restrictions thereof, as follows:

      SERIES A ZERO COUPON PREFERRED STOCK DESIGNATION AND AMOUNT

      One million six hundred eighty-two thousand forty-four  (1,682,044) shares
of the authorized and unissued  Preferred  Stock of the  Corporation  are hereby
designated  "Series A Zero Coupon  Preferred  Stock" with the following  rights,
preferences, powers, privileges, restrictions, qualifications, and limitations.

      1. Stated  Value.  The stated  value of each issued share of Series A Zero
Coupon Preferred Stock shall be deemed to be $1.00 (the "Stated Value"),  as the
same may be equitably adjusted whenever there may occur a stock dividend,  stock
split,  combination,  reclassification,  or similar event affecting the Series A
Zero Coupon Preferred Stock.

      2.  Dividends.  Each  holder of one or more shares of Series A Zero Coupon
Preferred Stock shall be entitled to receive,  when and as declared by the Board
of Directors,  if at all,  dividends on a parity with each holder of one or more
shares of the Common  Stock.  Any  dividend  or other  distribution  meeting the
requirements  of this  Section  2 shall be  payable  in an  amount  equal to the
product of (a) the  dividend  payable on each share of Common  Stock and (b) the
number of shares of Common Stock issuable upon conversion of a share of Series A
Zero Coupon  Preferred  Stock,  in each case,  calculated on the record date for
determination of holders entitled to receive such dividend.

      3. Liquidation, Dissolution, or Winding Up.

            (a) Payments to Holders of Series A Zero Coupon  Preferred Stock. In
the event of any voluntary or involuntary liquidation,  dissolution,  or winding
up of the  Corporation,  the holders of shares of Series A Zero Coupon Preferred
Stock then outstanding  shall be entitled to be paid out of the assets available
for  distribution  to its  stockholders  before any payment shall be made to the
holders of Common Stock,  the Series B Zero Coupon  Preferred  Stock  (including
without  limitation,  before  payment  of the Series B Zero  Coupon  Liquidation
Amount (as defined in the Certificate of Designations,  Preferences,  and Rights
of Series B Zero Coupon Preferred Stock)), or any other class or series of stock
ranking on liquidation  junior to the Series A Zero Coupon Preferred Stock (such
Common  Stock,  Series B Zero  Coupon  Preferred  Stock,  and other  stock being
collectively  referred  to as  "Junior  Stock")  by  reason


                                       3
<PAGE>

of their ownership thereof, an amount equal to One Million Three Hundred Seventy
Five Thousand and No/100 Dollars  ($1,375,000)  (the amount payable  pursuant to
this  sentence  is  hereinafter  referred  to  as  the  "Series  A  Zero  Coupon
Liquidation Amount"). If upon any such liquidation,  dissolution,  or winding up
of the  Corporation  the  remaining  assets  available for  distribution  to its
stockholders shall be insufficient to pay the holders of shares of Series A Zero
Coupon  Preferred  Stock and any class or series of stock ranking on liquidation
on a parity with the Series A Zero Coupon Preferred Stock, the full preferential
amount to which they shall be  entitled,  the holders of shares of Series A Zero
Coupon  Preferred  Stock and any class or series of stock ranking on liquidation
on a parity with the Series A Zero Coupon Preferred Stock shall share ratably in
any   distribution  of  the  remaining  assets  available  for  distribution  in
proportion to the respective  amounts that would otherwise be payable in respect
of the shares held by them upon such  distribution  if all amounts payable on or
with respect to such shares were paid in full.

            (b)  Payments to Holders of Junior  Stock.  After the payment of all
preferential  amounts required to be paid to the holders of Series A Zero Coupon
Preferred  Stock  and any  other  class or  series  of stock of the  Corporation
ranking on  liquidation  senior to or on a parity  with the Series A Zero Coupon
Preferred Stock, the holders of shares of Junior Stock then outstanding shall be
entitled  to receive  the  remaining  assets of the  Corporation  available  for
distribution  to its  stockholders  as otherwise set forth in the Certificate of
Incorporation.

      4. Voting.

            (a) Except as set forth in Section 4(b) and 4(c) below, the Series A
Zero Coupon Preferred Stock is non-voting capital stock.

            (b) So long as any shares of Series A Zero  Coupon  Preferred  Stock
are outstanding, the Corporation shall not, without first obtaining the approval
(by vote or written  consent,  as  provided by law) of the holders of at least a
majority of the then outstanding shares of Series A Zero Coupon Preferred Stock,
materially alter or change the rights, preferences or privileges of the Series A
Zero Coupon  Preferred  Stock, as set forth in this Certificate of Designations,
or increase or decrease the total number of  authorized  shares of Series A Zero
Coupon Preferred Stock.

            (c) So long as any shares of Series A Zero  Coupon  Preferred  Stock
are outstanding, the Corporation shall not, without first obtaining the approval
(by vote or written  consent,  as  provided by law) of the holders of at least a
majority of the then outstanding shares of Series A Zero Coupon Preferred Stock,
authorize, create or designate any additional class or series of shares of stock
senior  to  the  Series  A Zero  Coupon  Preferred  Stock  with  respect  to the
distribution  of assets on the  liquidation,  dissolution  or  winding up of the
Corporation.

      5. Optional Conversion.  The holders of the Series A Zero Coupon Preferred
Stock shall have conversion rights as follows (the "Conversion Rights"):

            (a) Right to Convert.  Each share of Series A Zero Coupon  Preferred
Stock shall be convertible, at the option of the holder thereof, at any time and
from time to time,  and without the payment of additional  consideration  by the
holder  thereof,  into such  number of fully  paid and  nonassessable  shares of
Common  Stock as is  determined  by dividing  the Stated  Value per share by the
Series A Conversion  Price (as defined below).  The "Series A Conversion  Price"
shall be equal to $2.40. In the event of a liquidation,  dissolution, or winding
up of the  Corporation,  the Conversion  Rights shall  terminate at the close of
business  on the last full day  preceding  the date fixed for the payment of any
such amounts  distributable on such event to the holders of Series A Zero Coupon
Preferred Stock.


                                       4
<PAGE>

            (b) Fractional Shares. No fractional shares of Common Stock shall be
issued upon conversion of the Series A Zero Coupon  Preferred  Stock. In lieu of
any  fractional  shares to which the holder would  otherwise  be  entitled,  the
Corporation shall pay cash equal to such fraction  multiplied by the fair market
value of a share of Common  Stock as  determined  in good  faith by the Board of
Directors.  Whether  or not  fractional  shares  would  be  issuable  upon  such
conversion  shall be  determined  on the basis of the total  number of shares of
Preferred  Stock the holder is at the time  converting into Common Stock and the
aggregate number of shares of Common Stock issuable upon such conversion.

            (c) Mechanics of Conversion.

                  (i) For a holder of Series A Zero  Coupon  Preferred  Stock to
voluntarily  convert shares of Series A Zero Coupon  Preferred Stock into shares
of Common Stock, that holder shall surrender the certificate or certificates for
such  shares of Series A Zero  Coupon  Preferred  Stock (or,  if the  registered
holder alleges that such certificate has been lost, stolen, or destroyed, a lost
certificate  affidavit and agreement reasonably acceptable to the Corporation to
indemnify  the  Corporation  against  any  claim  that may be made  against  the
Corporation  on account of the  alleged  loss,  theft,  or  destruction  of such
certificate),  at the office of the transfer  agent for the Series A Zero Coupon
Preferred  Stock  (or  at  the  principal  office  of  the  Corporation  if  the
Corporation serves as its own transfer agent), together with written notice that
the  holder  elects to  convert  all or any number of the shares of the Series A
Zero Coupon Preferred Stock represented by such certificate or certificates and,
if  applicable,  any event on which such  conversion is  contingent.  The notice
shall state the  holder's  name or the names of the nominees in which the holder
wishes the certificate or certificates  for shares of Common Stock to be issued.
If required by the Corporation, certificates surrendered for conversion shall be
endorsed or accompanied by a written  instrument or instruments of transfer,  in
form satisfactory to the Corporation,  duly executed by the registered holder or
his, her, or its attorney duly  authorized in writing.  The close of business on
the  date of  receipt  by the  transfer  agent  of such  certificates  (or  lost
certificate  affidavit and agreement)  and notice (or by the  Corporation if the
Corporation  serves as its own transfer  agent) shall be the time of  conversion
(the "Conversion Time"), and the shares of Common Stock issuable upon conversion
of the shares  represented by such certificate shall be deemed to be outstanding
of record as of the date. The Corporation  shall,  as soon as practicable  after
the Conversion  Time, issue and deliver at such office to the holder of Series A
Zero Coupon Preferred  Stock, or to his, her, or its nominees,  a certificate or
certificates  for the number of shares of Common Stock to which the holder shall
be entitled, together with cash in lieu of any fraction of a share.

                  (ii) The  Corporation  shall at all times  while the  Series A
Zero Coupon  Preferred Stock is  outstanding,  reserve and keep available out of
its authorized but unissued  stock,  for the purpose of effecting the conversion
of the Series A Zero Coupon Preferred Stock,  such number of its duly authorized
shares of Common  Stock as shall from time to time be  sufficient  to effect the
conversion of all outstanding  Series A Zero Coupon  Preferred  Stock; and if at
any time the number of authorized but unissued  shares of Common Stock shall not
be sufficient to effect the  conversion  of all then  outstanding  shares of the
Series A Zero Coupon Preferred Stock, the Corporation  shall take such corporate
action as may be  necessary to increase its  authorized  but unissued  shares of
Common Stock to such number of shares as shall be sufficient  for such purposes,
including, without limitation,  engaging in best efforts to obtain the requisite
stockholder   approval  of  any  necessary   amendment  to  the  Certificate  of
Incorporation.

                  (iii) All shares of Series A Zero Coupon  Preferred Stock that
shall have been surrendered for conversion as herein provided shall no longer be
deemed to be outstanding  and all rights with respect to such shares,  including
the rights,  if any, to receive notices,  to vote, and to receive payment of any
dividends  accrued or declared but unpaid thereon,  shall  immediately cease and
terminate at the Conversion  Time,  except only the right of the holders thereof
to receive shares of Common Stock in exchange  therefor.  Any shares of Series A
Zero Coupon  Preferred  Stock so converted  shall be retired and


                                       5
<PAGE>

cancelled  and  shall  not be  reissued  as  shares  of  such  series,  and  the
Corporation (without the need for stockholder action) may from time to time take
such appropriate  action as may be necessary to reduce the authorized  number of
shares of Series A Zero Coupon Preferred Stock accordingly.

            (d)  Limitation  on  Conversion.  In no event  shall  any  holder be
entitled to convert any share of Series A Zero Coupon Preferred Stock, nor shall
the  Corporation  have the  obligation to convert such share to the extent that,
after  such  conversion,  the sum of (i) the  number of  shares of Common  Stock
beneficially owned by any holder and its affiliates (other than shares of Common
Stock  which may be deemed  beneficially  owned  through  the  ownership  of the
unconverted  portion  of  the  Series  A  Zero  Coupon  Preferred  Stock  or any
unexercised right held by any holder subject to a similar limitation),  and (ii)
the number of shares of Common Stock  issuable upon the conversion of the shares
of Series A Zero Coupon Preferred Stock with respect to which the  determination
of this  proviso is being made,  would  result in  beneficial  ownership  by any
holder and its affiliates of more than 4.99% of the outstanding shares of Common
Stock (after taking into account the shares to be issued to the holder upon such
conversion).  For purposes of this Section 5(d),  beneficial  ownership shall be
determined in accordance  with Section 13(d) of the  Securities  Exchange Act of
1934, as amended.  Nothing  herein shall preclude the holder from disposing of a
sufficient  number of other  shares of Common  Stock  beneficially  owned by the
holder so as to  thereafter  permit the  continued  conversion  of the shares of
Series A Zero Coupon Preferred Stock.

            (e) Adjustment for Stock Splits and Combinations. If the Corporation
shall at any time or from time to time after the  issuance  of the Series A Zero
Coupon Preferred Stock effect a subdivision of the outstanding Common Stock, the
Series A Conversion  Price then in effect  immediately  before that  subdivision
shall be proportionately decreased. If the Corporation shall at any time or from
time to time after the  issuance  of the Series A Zero  Coupon  Preferred  Stock
combine the outstanding  shares of Common Stock,  the Series A Conversion  Price
then in effect  immediately  before  the  combination  shall be  proportionately
increased.  Any adjustment  under this paragraph  shall become  effective at the
close of business on the date the subdivision or combination becomes effective.

            (f)  Adjustment  for Merger or  Reorganization,  etc. If there shall
occur any reorganization, recapitalization,  reclassification, consolidation, or
merger involving the Corporation in which the Common Stock (but not the Series A
Zero Coupon  Preferred  Stock) is converted  into or exchanged  for  securities,
cash,   or  other   property,   then,   following   any   such   reorganization,
recapitalization,  reclassification,  consolidation,  or  merger,  each share of
Series A Zero Coupon  Preferred Stock shall thereafter be convertible in lieu of
the Common Stock into which it was convertible prior to such event into the kind
and amount of securities,  cash or other property that a holder of the number of
shares of Common Stock of the Corporation  issuable upon conversion of one share
of  Series  A  Zero   Coupon   Preferred   Stock   immediately   prior  to  such
reorganization,  recapitalization,  reclassification,  consolidation,  or merger
would have been entitled to receive pursuant to such transaction.

      6. Mandatory Conversion.

            (a) Upon the  closing  of the sale of shares of Common  Stock to the
public in a public  offering  pursuant to an  effective  registration  statement
under the Securities Act of 1933, as amended,  resulting in at least $20,000,000
of  proceeds,  net  of  the  underwriting  discount  and  commissions,   to  the
Corporation (a "Qualifying Public Offering") (the "Mandatory  Conversion Date"),
(i) all  outstanding  shares of Series A Zero  Coupon  Preferred  Stock shall be
automatically  converted  into  shares of Common  Stock,  at the then  effective
conversion  rate and (ii) such shares may not be reissued by the  Corporation as
shares of such series.


                                       6
<PAGE>

            (b) All  holders  of  record  of  shares  of  Series  A Zero  Coupon
Preferred  Stock shall be given written notice of the Mandatory  Conversion Date
and the place designated for mandatory conversion of all such shares of Series A
Zero Coupon  Preferred Stock pursuant to this Section 6. Such notice need not be
given in advance of the occurrence of the Mandatory Conversion Date. Such notice
shall be sent by first class or registered mail,  postage  prepaid,  or given by
electronic  communication  in  compliance  with the  provisions  of the  Florida
Business  Corporation  Act,  to each  record  holder  of  Series  A Zero  Coupon
Preferred Stock. Upon receipt of such notice,  each holder of shares of Series A
Zero Coupon  Preferred  Stock shall  surrender  his, her, or its  certificate or
certificates  for all such shares to the Corporation at the place  designated in
such notice, and shall thereafter receive  certificates for the number of shares
of Common Stock to which such holder is entitled  pursuant to this Section 6. On
the Mandatory  Conversion  Date, all outstanding  shares of Series A Zero Coupon
Preferred  Stock  shall be deemed to have been  converted  into shares of Common
Stock,  which shall be deemed to be outstanding  of record,  and all rights with
respect to the Series A Zero Coupon Preferred Stock so converted,  including the
rights,  if any,  to receive  notices and vote (other than as a holder of Common
Stock),  will  terminate,  except only the rights of the holders  thereof,  upon
surrender of their certificate or certificates therefor, to receive certificates
for the number of shares of Common  Stock into which such  Series A Zero  Coupon
Preferred  Stock has been  converted,  and  payment of any  declared  but unpaid
dividends thereon. If so required by the Corporation,  certificates  surrendered
for  conversion  shall be  endorsed  or  accompanied  by written  instrument  or
instruments of transfer, in form satisfactory to the Corporation,  duly executed
by the  registered  holder or by his,  her, or its attorney  duly  authorized in
writing.  As soon as  practicable  after the Mandatory  Conversion  Date and the
surrender of the certificate or certificates  for Series A Zero Coupon Preferred
Stock, the Corporation shall cause to be issued and delivered to such holder, or
on his, her, or its written order, a certificate or certificates  for the number
of full shares of Common Stock  issuable on such  conversion in accordance  with
the  provisions  hereof and cash as provided  in Section  5(b) in respect of any
fraction of a share of Common Stock otherwise issuable upon such conversion.

            (c) All  certificates  evidencing  shares  of  Series A Zero  Coupon
Preferred Stock that are required to be surrendered for conversion in accordance
with the provisions hereof shall, from and after the Mandatory  Conversion Date,
be deemed to have been  retired  and  cancelled  and the shares of Series A Zero
Coupon Preferred Stock  represented  thereby converted into Common Stock for all
purposes,  notwithstanding  the  failure  of the  holder or  holders  thereof to
surrender such  certificates on or prior to such date.  Such converted  Series A
Zero Coupon  Preferred  Stock may not be reissued as shares of such Series,  and
the Corporation may thereafter  take such  appropriate  action (without the need
for stockholder  action) as may be necessary to reduce the authorized  number of
shares of Series A Zero Coupon Preferred Stock accordingly.

      7. Issuance of Additional Securities.  If the Corporation issues shares of
equity securities,  debt securities possessing rights,  preferences,  privileges
and limitations  similar to equity  securities or are otherwise linked to equity
securities,   or  rights,  options,  warrants  or  convertible  or  exchangeable
securities  containing  the right to subscribe for or purchase  shares of equity
securities  of the  Corporation  (other than an issuance  in  connection  with a
public  offering of the  Corporation's  securities  or an issuance in connection
with employee stock options)  ("Additional  Securities"),  the Corporation shall
give written notice (the "Additional  Issuance Notice") to each holder of Series
A Zero  Coupon  Preferred  Stock  of its  intention  to  issue  such  Additional
Securities.  The Additional Issuance Notice shall describe the material terms of
such   proposed   issuance,   including   without   limitation,   the   proposed
securityholder,  the number of Additional Securities to be issued, the price per
share and the terms of payment.  Each  holder of Series A Zero Coupon  Preferred
Stock shall have the option to purchase some or all of the Additional Securities
referred to in the Additional Issuance Notice, at the price and on the terms and
conditions  specified in the Additional  Issuance  Notice.  Within ten (10) days
after  delivery of the Additional  Issuance  Notice to a holder of Series A Zero
Coupon  Preferred   Stock,   such  holder  shall  give  written  notice  to  the
Corporation,  setting forth the number of Additional  Securities to be purchased
by such  holder on the same terms and


                                       7
<PAGE>

conditions  specified  in the  Additional  Issuance  Notice.  If more  than  one
shareholder  (including  holders of other classes or series of stock  possessing
similar  preemptive  rights)  shall give written  notice to purchase  Additional
Securities,  and the  total  number of  Additional  Securities  indicated  to be
purchased by such electing holders  (including  holders of other types or series
of stock  possessing  similar  preemptive  rights)  exceeds the total  number of
Additional  Securities  offered by the Corporation,  then each purchasing holder
shall be deemed to have  notified the  Corporation  of a commitment  to purchase
that portion of  Additional  Securities  being offered for sale bearing the same
ratio to the total offered as the shares owned by such holder bears to the total
shares owned by all of the shareholders  (including  holders of other classes or
series of stock possessing  similar  preemptive  rights) accepting the offer. If
the  holders do not elect to purchase  all of the  Additional  Securities,  such
remaining Additional Securities may be issued at any time prior to the ninetieth
(90th) day after the date of the Additional Issuance Notice.

      8. Waiver.  Any of the rights,  powers,  or  preferences of the holders of
Series A Zero  Coupon  Preferred  Stock  set forth  herein  may be waived by the
affirmative  consent or vote of the holders of at least a majority of the shares
of Series A Zero Coupon Preferred Stock then outstanding.


      IN WITNESS WHEREOF,  this Certificate of Designations has been executed by
a duly authorized officer of the Corporation on this 8th day of July, 2005.

                                    MEDICAL MEDIA TELEVISION, INC.


                                    By: /s/ Philip M. Cohen
                                       -----------------------------------------
                                    Name: Philip M. Cohen
                                    Title: President


                                       8
<PAGE>

                                   EXHIBIT "B"

                          CERTIFICATE OF DESIGNATIONS,
                             PREFERENCES, AND RIGHTS
                                       of
                      SERIES B ZERO COUPON PREFERRED STOCK
                                       of
                         MEDICAL MEDIA TELEVISION, INC.
                      (Pursuant to Section 607.0602 of the
                        Florida Business Corporation Act)

      Medical Media Television, Inc., a corporation organized and existing under
the laws of the State of Florida (the "Corporation"),  hereby certifies that the
Board of Directors of the Corporation (the "Board of Directors" or the "Board"),
pursuant to authority of the Board of Directors as required by Section  607.0602
of the Florida  Business  Corporation Act, and in accordance with the provisions
of its  Certificate of  Incorporation  and Bylaws,  has and hereby  authorizes a
series of the Corporation's  previously authorized Preferred Stock, no par value
per share (the "Preferred Stock"),  and hereby states the designation and number
of shares, and fixes the relative rights, preferences,  privileges,  powers, and
restrictions thereof, as follows:

      SERIES B ZERO COUPON PREFERRED STOCK DESIGNATION AND AMOUNT

      Two  million  six  hundred  twelve  thousand  three  hundred   twenty-nine
(2,612,329)  shares  of the  authorized  and  unissued  Preferred  Stock  of the
Corporation are hereby  designated  "Series B Zero Coupon  Preferred Stock" with
the   following   rights,   preferences,   powers,   privileges,   restrictions,
qualifications, and limitations.

      1. Stated  Value.  The stated  value of each issued share of Series B Zero
Coupon Preferred Stock shall be deemed to be $1.00 (the "Stated Value"),  as the
same may be equitably adjusted whenever there may occur a stock dividend,  stock
split,  combination,  reclassification,  or similar event affecting the Series B
Zero Coupon Preferred Stock.

      2.  Dividends.  Each  holder of one or more shares of Series B Zero Coupon
Preferred Stock shall be entitled to receive,  when and as declared by the Board
of Directors,  if at all,  dividends on a parity with each holder of one or more
shares of the Common  Stock.  Any  dividend  or other  distribution  meeting the
requirements  of this  Section  2 shall be  payable  in an  amount  equal to the
product of (1) the  dividend  payable on each share of Common  Stock and (2) the
number of shares of Common Stock issuable upon conversion of a share of Series B
Zero Coupon  Preferred  Stock,  in each case,  calculated on the record date for
determination of holders entitled to receive such dividend.

      3. Liquidation, Dissolution, or Winding Up.

            (a) Payments to Holders of Series B Zero Coupon  Preferred Stock. In
the event of any voluntary or involuntary liquidation,  dissolution,  or winding
up of the  Corporation,  the holders of shares of Series B Zero Coupon Preferred
Stock then outstanding  shall be entitled to be paid out of the assets available
for distribution to its stockholders  after the Series A Zero Coupon Liquidation
Amount (as defined in the Certificate of Designations,  Preferences,  and Rights
of Series A Zero Coupon  Preferred Stock of the Corporation  (the "Series A Zero
Coupon  Preferred  Stock  Certificate  of  Designations"))  shall be made to the
holders of shares of the Corporation's Series A Zero Coupon Preferred Stock (the
"Series A Zero Coupon Preferred  Stock") and before any payment shall be made to
the  holders of Common  Stock or any other  class or series of stock  ranking on
liquidation  junior to the Series B Zero


                                       9
<PAGE>

Coupon  Preferred  Stock (such Common  Stock and other stock being  collectively
referred to as "Junior Stock") by reason of their ownership  thereof,  an amount
equal to Two Million Three Hundred Thousand and No/100 Dollars ($2,300,000) (the
amount  payable  pursuant  to this  sentence is  hereinafter  referred to as the
"Series  B Zero  Coupon  Liquidation  Amount").  If upon any  such  liquidation,
dissolution,  or winding up of the  Corporation  (and after the entire  Series A
Zero Coupon  Liquidation Amount has been paid to the holders of shares of Series
A Zero Coupon  Preferred  Stock) the remaining assets available for distribution
to its stockholders shall be insufficient to pay the holders of shares of Series
B Zero  Coupon  Preferred  Stock and any class or  series  of stock  ranking  on
liquidation on a parity with the Series B Zero Coupon  Preferred Stock, the full
preferential  amount to which they shall be  entitled,  the holders of shares of
Series B Zero Coupon Preferred Stock and any class or series of stock ranking on
liquidation  on a parity  with the Series B Zero  Coupon  Preferred  Stock shall
share  ratably  in  any  distribution  of the  remaining  assets  available  for
distribution  in proportion to the  respective  amounts that would  otherwise be
payable  in respect of the  shares  held by them upon such  distribution  if all
amounts payable on or with respect to such shares were paid in full.

            (b)  Payments to Holders of Junior  Stock.  After the payment of all
preferential  amounts  required to be paid first to the holders of Series A Zero
Coupon Preferred Stock and then to the holders of Series B Zero Coupon Preferred
Stock and any  other  class or series  of stock of the  Corporation  ranking  on
liquidation  senior to or on a parity  with the Series B Zero  Coupon  Preferred
Stock, the holders of shares of Junior Stock then outstanding  shall be entitled
to receive the remaining assets of the Corporation available for distribution to
its stockholders as otherwise set forth in the Certificate of Incorporation.

      4. Voting.

            (a) Except as set forth in  Section  4(b)  below,  the Series B Zero
Coupon Preferred Stock is non-voting capital stock.

            (b) So long as any shares of Series B Zero  Coupon  Preferred  Stock
are outstanding, the Corporation shall not, without first obtaining the approval
(by vote or written  consent,  as  provided by law) of the holders of at least a
majority of the then outstanding shares of Series B Zero Coupon Preferred Stock,
materially alter or change the rights, preferences or privileges of the Series B
Zero Coupon  Preferred  Stock, as set forth in this Certificate of Designations,
or increase or decrease the total number of  authorized  shares of Series B Zero
Coupon Preferred Stock.

      5. Optional Conversion.  The holders of the Series B Zero Coupon Preferred
Stock shall have conversion rights as follows (the "Conversion Rights"):

            (a) Right to Convert.  Each share of Series B Zero Coupon  Preferred
Stock shall be convertible, at the option of the holder thereof, at any time and
from time to time,  and without the payment of additional  consideration  by the
holder  thereof,  into such  number of fully  paid and  nonassessable  shares of
Common  Stock as is  determined  by dividing  the Stated  Value per share by the
Series B Conversion  Price (as defined below).  The "Series B Conversion  Price"
shall be equal to $3.00. In the event of a notice of redemption of any shares of
Series  B Zero  Coupon  Preferred  Stock  pursuant  to  Section  7  hereof,  the
Conversion Rights of the shares designated for redemption shall terminate at the
close of business on the last full day preceding the date fixed for  redemption,
unless the redemption  price is not paid on such redemption  date, in which case
the Conversion Rights for such shares shall continue until such price is paid in
full.  In  the  event  of a  liquidation,  dissolution,  or  winding  up of  the
Corporation,  the Conversion  Rights shall terminate at the close of business on
the last full day  preceding  the date fixed for the payment of any such amounts
distributable  on such event to the  holders of Series B Zero  Coupon  Preferred
Stock.


                                       10
<PAGE>

            (b) Fractional Shares. No fractional shares of Common Stock shall be
issued upon conversion of the Series B Zero Coupon  Preferred  Stock. In lieu of
any  fractional  shares to which the holder would  otherwise  be  entitled,  the
Corporation shall pay cash equal to such fraction  multiplied by the fair market
value of a share of Common  Stock as  determined  in good  faith by the Board of
Directors.  Whether  or not  fractional  shares  would  be  issuable  upon  such
conversion  shall be  determined  on the basis of the total  number of shares of
Preferred  Stock the holder is at the time  converting into Common Stock and the
aggregate number of shares of Common Stock issuable upon such conversion.

            (c) Mechanics of Conversion.

                  (i) For a holder of Series B Zero  Coupon  Preferred  Stock to
voluntarily  convert shares of Series B Zero Coupon  Preferred Stock into shares
of Common Stock, that holder shall surrender the certificate or certificates for
such  shares of Series B Zero  Coupon  Preferred  Stock (or,  if the  registered
holder alleges that such certificate has been lost, stolen, or destroyed, a lost
certificate  affidavit and agreement reasonably acceptable to the Corporation to
indemnify  the  Corporation  against  any  claim  that may be made  against  the
Corporation  on account of the  alleged  loss,  theft,  or  destruction  of such
certificate),  at the office of the transfer  agent for the Series B Zero Coupon
Preferred  Stock  (or  at  the  principal  office  of  the  Corporation  if  the
Corporation serves as its own transfer agent), together with written notice that
the  holder  elects to  convert  all or any number of the shares of the Series B
Zero Coupon Preferred Stock represented by such certificate or certificates and,
if  applicable,  any event on which such  conversion is  contingent.  The notice
shall state the  holder's  name or the names of the nominees in which the holder
wishes the certificate or certificates  for shares of Common Stock to be issued.
If required by the Corporation, certificates surrendered for conversion shall be
endorsed or accompanied by a written  instrument or instruments of transfer,  in
form satisfactory to the Corporation,  duly executed by the registered holder or
his, her, or its attorney duly  authorized in writing.  The close of business on
the  date of  receipt  by the  transfer  agent  of such  certificates  (or  lost
certificate  affidavit and agreement)  and notice (or by the  Corporation if the
Corporation  serves as its own transfer  agent) shall be the time of  conversion
(the "Conversion Time"), and the shares of Common Stock issuable upon conversion
of the shares  represented by such certificate shall be deemed to be outstanding
of record as of the date. The Corporation  shall,  as soon as practicable  after
the Conversion  Time, issue and deliver at such office to the holder of Series B
Zero Coupon Preferred  Stock, or to his, her, or its nominees,  a certificate or
certificates  for the number of shares of Common Stock to which the holder shall
be entitled, together with cash in lieu of any fraction of a share.

                  (ii) The  Corporation  shall at all times  while the  Series B
Zero Coupon  Preferred Stock is  outstanding,  reserve and keep available out of
its authorized but unissued  stock,  for the purpose of effecting the conversion
of the Series B Zero Coupon Preferred Stock,  such number of its duly authorized
shares of Common  Stock as shall from time to time be  sufficient  to effect the
conversion of all outstanding  Series B Zero Coupon  Preferred  Stock; and if at
any time the number of authorized but unissued  shares of Common Stock shall not
be sufficient to effect the  conversion  of all then  outstanding  shares of the
Series B Zero Coupon Preferred Stock, the Corporation  shall take such corporate
action as may be  necessary to increase its  authorized  but unissued  shares of
Common Stock to such number of shares as shall be sufficient  for such purposes,
including, without limitation,  engaging in best efforts to obtain the requisite
stockholder   approval  of  any  necessary   amendment  to  the  Certificate  of
Incorporation.

                  (iii) All shares of Series B Zero Coupon  Preferred Stock that
shall have been surrendered for conversion as herein provided shall no longer be
deemed to be outstanding  and all rights with respect to such shares,  including
the rights,  if any, to receive notices,  to vote, and to receive payment of any
dividends  accrued or declared but unpaid thereon,  shall  immediately cease and
terminate at the Conversion  Time,  except only the right of the holders thereof
to receive shares of Common Stock in exchange  therefor.  Any shares of Series B
Zero Coupon  Preferred  Stock so converted  shall be retired and


                                       11
<PAGE>

cancelled  and  shall  not be  reissued  as  shares  of  such  series,  and  the
Corporation (without the need for stockholder action) may from time to time take
such appropriate  action as may be necessary to reduce the authorized  number of
shares of Series B Zero Coupon Preferred Stock accordingly.

            (d)  Limitation  on  Conversion.  In no event  shall  any  holder be
entitled to convert any share of Series B Zero Coupon  Preferred Stock, or shall
the  Corporation  have the  obligation to convert such share to the extent that,
after  such  conversion,  the sum of (i) the  number of  shares of Common  Stock
beneficially owned by any holder and its affiliates (other than shares of Common
Stock  which may be deemed  beneficially  owned  through  the  ownership  of the
unconverted  portion  of  the  Series  B  Zero  Coupon  Preferred  Stock  or any
unexercised right held by any holder subject to a similar limitation),  and (ii)
the number of shares of Common Stock  issuable upon the conversion of the shares
of Series B Zero Coupon Preferred Stock with respect to which the  determination
of this  proviso is being made,  would  result in  beneficial  ownership  by any
holder and its affiliates of more than 4.99% of the outstanding shares of Common
Stock (after taking into account the shares to be issued to the holder upon such
conversion).  For purposes of this Section 5(d),  beneficial  ownership shall be
determined in accordance  with Section 13(d) of the  Securities  Exchange Act of
1934, as amended.  Nothing  herein shall preclude the holder from disposing of a
sufficient  number of other  shares of Common  Stock  beneficially  owned by the
holder so as to  thereafter  permit the  continued  conversion  of the shares of
Series B Zero Coupon Preferred Stock.

            (e) Adjustment for Stock Splits and Combinations. If the Corporation
shall at any time or from time to time after the  issuance  of the Series B Zero
Coupon Preferred Stock effect a subdivision of the outstanding Common Stock, the
Series B Conversion  Price then in effect  immediately  before that  subdivision
shall be proportionately decreased. If the Corporation shall at any time or from
time to time after the  issuance  of the Series B Zero  Coupon  Preferred  Stock
combine the outstanding  shares of Common Stock,  the Series B Conversion  Price
then in effect  immediately  before  the  combination  shall be  proportionately
increased.  Any adjustment  under this paragraph  shall become  effective at the
close of business on the date the subdivision or combination becomes effective.

            (f)  Adjustment  for Merger or  Reorganization,  etc. If there shall
occur any reorganization, recapitalization,  reclassification, consolidation, or
merger involving the Corporation in which the Common Stock (but not the Series B
Zero Coupon  Preferred  Stock) is converted  into or exchanged  for  securities,
cash,   or  other   property,   then,   following   any   such   reorganization,
recapitalization,  reclassification,  consolidation,  or  merger,  each share of
Series B Zero Coupon  Preferred Stock shall thereafter be convertible in lieu of
the Common Stock into which it was convertible prior to such event into the kind
and amount of securities,  cash or other property that a holder of the number of
shares of Common Stock of the Corporation  issuable upon conversion of one share
of  Series  B  Zero   Coupon   Preferred   Stock   immediately   prior  to  such
reorganization,  recapitalization,  reclassification,  consolidation,  or merger
would have been entitled to receive pursuant to such transaction.

      6. Mandatory Conversion.

            (a) Upon the  closing  of the sale of shares of Common  Stock to the
public in a public  offering  pursuant to an  effective  registration  statement
under the Securities Act of 1933, as amended,  resulting in at least $20,000,000
of  proceeds,  net  of  the  underwriting  discount  and  commissions,   to  the
Corporation (a "Qualifying Public Offering") (the "Mandatory  Conversion Date"),
(i) all  outstanding  shares of Series B Zero  Coupon  Preferred  Stock shall be
automatically  converted  into  shares of Common  Stock,  at the then  effective
conversion  rate and (ii) such shares may not be reissued by the  Corporation as
shares of such series.


                                       12
<PAGE>

            (b) All  holders  of  record  of  shares  of  Series  B Zero  Coupon
Preferred  Stock shall be given written notice of the Mandatory  Conversion Date
and the place designated for mandatory conversion of all such shares of Series B
Zero Coupon  Preferred Stock pursuant to this Section 6. Such notice need not be
given in advance of the occurrence of the Mandatory Conversion Date. Such notice
shall be sent by first class or registered mail,  postage  prepaid,  or given by
electronic  communication  in  compliance  with the  provisions  of the  Florida
Business  Corporation  Act,  to each  record  holder  of  Series  B Zero  Coupon
Preferred Stock. Upon receipt of such notice,  each holder of shares of Series B
Zero Coupon  Preferred  Stock shall  surrender  his, her, or its  certificate or
certificates  for all such shares to the Corporation at the place  designated in
such notice, and shall thereafter receive  certificates for the number of shares
of Common Stock to which such holder is entitled  pursuant to this Section 6. On
the Mandatory  Conversion  Date, all outstanding  shares of Series B Zero Coupon
Preferred  Stock  shall be deemed to have been  converted  into shares of Common
Stock,  which shall be deemed to be outstanding  of record,  and all rights with
respect to the Series B Zero Coupon Preferred Stock so converted,  including the
rights,  if any,  to receive  notices and vote (other than as a holder of Common
Stock),  will  terminate,  except only the rights of the holders  thereof,  upon
surrender of their certificate or certificates therefor, to receive certificates
for the number of shares of Common  Stock into which such  Series B Zero  Coupon
Preferred  Stock has been  converted,  and  payment of any  declared  but unpaid
dividends thereon. If so required by the Corporation,  certificates  surrendered
for  conversion  shall be  endorsed  or  accompanied  by written  instrument  or
instruments of transfer, in form satisfactory to the Corporation,  duly executed
by the  registered  holder or by his,  her, or its attorney  duly  authorized in
writing.  As soon as  practicable  after the Mandatory  Conversion  Date and the
surrender of the certificate or certificates  for Series B Zero Coupon Preferred
Stock, the Corporation shall cause to be issued and delivered to such holder, or
on his, her, or its written order, a certificate or certificates  for the number
of full shares of Common Stock  issuable on such  conversion in accordance  with
the  provisions  hereof and cash as provided  in Section  5(b) in respect of any
fraction of a share of Common Stock otherwise issuable upon such conversion.

            (c) All  certificates  evidencing  shares  of  Series B Zero  Coupon
Preferred Stock that are required to be surrendered for conversion in accordance
with the provisions hereof shall, from and after the Mandatory  Conversion Date,
be deemed to have been  retired  and  cancelled  and the shares of Series B Zero
Coupon Preferred Stock  represented  thereby converted into Common Stock for all
purposes,  notwithstanding  the  failure  of the  holder or  holders  thereof to
surrender such  certificates on or prior to such date.  Such converted  Series B
Zero Coupon  Preferred  Stock may not be reissued as shares of such Series,  and
the Corporation may thereafter  take such  appropriate  action (without the need
for stockholder  action) as may be necessary to reduce the authorized  number of
shares of Series B Zero Coupon Preferred Stock accordingly.

      7. Redemption. The shares of Series B Zero Coupon Preferred Stock shall be
redeemed as follows:

            (a) Optional  Redemption.  The Corporation  shall, at any time, have
the right at its  election  to call or to redeem  all or any  shares of Series B
Zero Coupon  Preferred Stock at a price equal to the Stated Value per share (the
"Redemption  Price").  Upon  approval and notice by the  Corporation's  Board of
Directors (the "Series B Redemption  Notice"),  the Corporation shall redeem all
or part of the then  outstanding  Series B Zero Coupon  Preferred  Stock on such
date set forth in the  Series B  Redemption  Notice  (the  "Series B  Redemption
Date"). All holders of Series B Zero Coupon Preferred Stock shall deliver to the
Corporation  during regular  business hours, at the office of any transfer agent
of the  Corporation  for the  Series  B Zero  Coupon  Preferred  Stock or at the
principal  office of the Corporation or at such other place as may be designated
by the Corporation, the certificate or certificates for the Series B Zero Coupon
Preferred  Stock to be redeemed on the Series B Redemption  Date,  duly endorsed
for transfer to the  Corporation (if required by it) on or before the applicable
Series B Redemption  Date.  Each  redemption  of Series B Zero Coupon  Preferred
Stock  shall be made pro rata (so that the  number  of  shares


                                       13
<PAGE>

of Series B Zero  Coupon  Preferred  Stock held by each  registered  owner whose
shares are being  redeemed  shall be reduced in an amount  which  shall bear the
same ratio to the total number of shares of Series B Zero Coupon Preferred Stock
being  redeemed as all such shares then held by such  registered  owner bears to
the  aggregate  number of shares of Series B Zero  Coupon  Preferred  Stock then
outstanding).

            (b) Redemption  Notice.  Written  notice of the optional  redemption
(the "Redemption  Notice") shall be mailed,  postage prepaid,  to each holder of
record of Series B Zero Coupon  Preferred Stock, at its post office address last
shown on the records of the Corporation, or given by electronic communication in
compliance with the provisions of the Florida Business Corporation Act, not less
than five (5) days prior to each Redemption  Date. Each Redemption  Notice shall
state:

                        (I)   the  number  of  shares  of  Series B Zero  Coupon
                              Preferred  Stock  held  by  the  holder  that  the
                              Corporation  shall redeem on the  Redemption  Date
                              specified in the Redemption Notice;

                        (II)  the Redemption Date and the Redemption Price;

                        (III) the date upon which the holder's  right to convert
                              such   shares   terminates   (as   determined   in
                              accordance with Section 5(a)); and

                        (IV)  that   the   holder   is  to   surrender   to  the
                              Corporation,  in  the  manner  and  at  the  place
                              designated,   his,  her,  or  its  certificate  or
                              certificates  representing  the shares of Series B
                              Zero Coupon Preferred Stock to be redeemed.

            (c) Surrender of Certificates;  Payment. On or before the applicable
Redemption  Date, each holder of shares of Series B Zero Coupon  Preferred Stock
to be redeemed on such  Redemption  Date,  unless such holder has exercised his,
her, or its right to convert such shares as provided in Section 5 hereof,  shall
surrender  the  certificate  or  certificates  representing  such  shares to the
Corporation, in the manner and at the place designated in the Redemption Notice,
and thereupon the Redemption Price for such shares shall be payable to the order
of the person  whose name appears on such  certificate  or  certificates  as the
owner thereof,  and each surrendered  certificate shall be canceled and retired.
If  less  than  all of the  shares  of  Series  B Zero  Coupon  Preferred  Stock
represented by a certificate are redeemed,  a new certificate  representing  the
unredeemed  shares of Series B Zero Coupon  Preferred  Stock  shall  promptly be
issued to such holder.

            (d) Redeemed or Otherwise  Acquired Shares.  Any shares of Preferred
Stock that are redeemed or otherwise  acquired by the  Corporation or any of its
subsidiaries  shall be automatically  and immediately  canceled and shall not be
reissued,  sold,  or  transferred.  Neither  the  Corporation  nor  any  of  its
subsidiaries  may exercise any voting or other rights  granted to the holders of
Series B Zero Coupon Preferred Stock following redemption

      8. Waiver.  Any of the rights,  powers,  or  preferences of the holders of
Series B Zero  Coupon  Preferred  Stock  set forth  herein  may be waived by the
affirmative  consent or vote of the holders of at least a majority of the shares
of Series B Zero Coupon Preferred Stock then outstanding.


                                       14
<PAGE>

      IN WITNESS WHEREOF,  this Certificate of Designations has been executed by
a duly authorized officer of the Corporation on this 8th day of July, 2005.


                                    MEDICAL MEDIA TELEVISION, INC.


                                    By: /s/ Philip M. Cohen
                                       -----------------------------------------
                                    Name: Philip M. Cohen
                                    Title: President