Exh. 10.1 - Port Note Purchase Agreement dated February 14, 2006

                             NOTE PURCHASE AGREEMENT

      This NOTE PURCHASE AGREEMENT (this "Agreement"),  dated as of February 14,
2006,  is entered into by and among Medical  Media  Television,  Inc., a Florida
corporation (the  "Company"),  and Steven J. Port, a resident of California (the
"Purchaser"), for the issuance and sale to the Purchaser of the Note (as defined
below)  of the  Company,  in the  manner,  and upon the  terms,  provisions  and
conditions set forth in this Agreement.

      WHEREAS,  the  parties  desire  that,  upon the terms and  subject  to the
conditions  contained herein,  the Company shall issue and sell to the Purchaser
and the Purchaser shall purchase the Note;

      WHEREAS,  such  issuance  and  sale  will  be made in  reliance  upon  the
provisions of Section 4(2) and/or Rule 506 of Regulation D  ("Regulation  D") of
the  United  States  Securities  Act  of  1933,  as  amended,   and  regulations
promulgated thereunder (the "Securities Act"), or upon such other exemption from
the  registration  requirements  of the  Securities Act as may be available with
respect to the purchase of the Note to be made hereunder.

      NOW, THEREFORE,  in consideration of the  representations,  warranties and
agreements  contained  herein and other  good and  valuable  consideration,  the
receipt and legal adequacy of which is hereby  acknowledged by the parties,  the
Company and the Purchaser hereby agree as follows:

      1.    Purchase and Sale of Note.

            (a)  Terms of Note:  Upon the  following  terms and  subject  to the
conditions  contained herein, the Company shall issue and sell to the Purchaser,
and the Purchaser shall purchase from the Company, a convertible promissory note
in the aggregate  principal amount of $100,000 (the "Purchase Price"),  pursuant
to the following loan schedule:

                      February 15, 2006           $50,000
                      March 16, 2006              $50,000

      The outstanding  principal amount of the Note, plus any accrued but unpaid
interest  thereon,  shall be due and  payable in cash on the  Maturity  Date (as
defined in the  Note);  provided,  however,  the  Purchaser  shall have the sole
option to convert on the Maturity Date the outstanding  principal  amount of the
Note plus any accrued but unpaid  interest  into such number of shares of Common
Stock of the  Company,  par value $.0005 per share (the  "Common  Stock"),  at a
conversion  price  selected by the  Purchaser  of either:  (i) $0.40,  or (ii) a
twenty  percent  (20%)  discount to the  then-current  market price based on the
average  closing  price for the  twenty  (20)  days  immediately  preceding  the
conversion, with the exception that the Conversion Price shall not be lower than
$0.166.  The Note shall not be convertible until the Maturity Date and shall not
be convertible such that the Investor's  overall Common Stock ownership position
in the  Company  exceeds  4.99% (the  "Ownership  Cap  Restriction");  provided,
however,  that upon the holder of the Note  providing the Company with sixty-one
(61) days notice (the "Waiver  Notice")  that the holder would like to waive the
Ownership  Cap  Restriction  with  regard to any or all  shares of Common  Stock
issuable upon exercise of the conversion feature of the Note, this Ownership Cap
Restriction will be of no force or effect with regard to all or a portion of the
Note referenced in the Waiver Notice,  and provided  further that this Ownership
Cap Restriction shall be of no further force or effect during the sixty-one (61)
days immediately preceding the expiration of the term of the Note.
<PAGE>

      The Note shall bear interest at a rate of twenty  percent (20%) per annum,
compounded  semi-annually.  Interest shall be paid at the end of each quarter in
either (i) shares of Series C Zero Coupon  Preferred Stock of the Company valued
at $1.00 per share, or (ii) cash, at Investor's option,  with the first interest
payment being on March 31, 2006. The Series C Zero Coupon  Preferred Stock shall
be convertible into shares of the Company's Common Stock on the Maturity date at
a ten percent  (10%)  discount  to the  then-current  market  price based on the
average  closing  price for the  twenty  (20)  days  immediately  preceding  the
conversion.  The Series C Zero Coupon Preferred Stock is subordinate to Series A
Zero Coupon Preferred Stock and Series B Zero Coupon  Preferred Stock.  Investor
shall make his  election  as to receipt of  interest in cash or in Series C Zero
Coupon  Preferred  Stock by  written  notice to the  Company  at least  five (5)
business days before the interest payment due date (the "Interest Notice Date").
If no such notice is given by Investor by such Interest Notice Date, the Company
shall pay the interest in cash.

      With the  consent of both the Company  and the  Investor,  the Note may be
extended for an  additional  twelve (12) months,  with the terms of the interest
payments remaining the same as above.

            (b)  Issuance  of  Warrants:  The  Investor  will be issued  250,000
warrants to purchase Common Stock of the Company (the "Warrants").  The Warrants
shall have a term of five (5) years and shall have an  exercise  price  equal to
$0.75 per share (the  "Exercise  Price").  The Warrants shall not be exercisable
such that the Investor's  overall Common Stock ownership position in the Company
exceeds 4.99%.

            (c)  In   consideration   of  and  in  express   reliance  upon  the
representations,  warranties, covenants, terms and conditions of this Agreement,
the Company  agrees to issue and sell to the Purchaser and the Purchaser  agrees
to purchase the Note.  The closing under this Agreement  (the  "Closing")  shall
take place at the offices of Medical Media Television, Inc., 8406 Benjamin Road,
Suite C, Tampa,  Florida 33634 upon the  satisfaction  of each of the conditions
set forth in Sections 4 and 5 hereof (the "Closing Date").

            (d) The  Company  has  authorized  and  reserved  and  covenants  to
continue to reserve,  free of preemptive  rights and other  similar  contractual
rights of  stockholders,  a number of authorized  but unissued  shares of Common
Stock to effect the  conversion of the Note. Any shares of Common Stock issuable
by the  Company  upon  conversion  of the Note  are  herein  referred  to as the
"Conversion   Shares".   The  Note  and  the  Conversion  Shares  are  sometimes
collectively referred to herein as the "Securities".

            (e) At  Company's  earliest  opportunity,  and in any event not more
than 120 days from the date hereof,  all of the Conversion Shares underlying the
Note and the Warrants shall be registered  pursuant to a registration  statement
filed with the SEC, and such registration statement will be kept effective for a
period of 3 years, subject to customary carve-outs.

      2.  Representations,  Warranties  and  Covenants  of  the  Purchaser.  The
Purchaser  hereby makes the  following  representations  and  warranties  to the
Company, and covenants for the benefit of the Company:

            (a) If the Purchaser is an entity,  the Purchaser is a  corporation,
limited liability company or partnership duly incorporated or organized, validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
incorporation or organization.

            (b) This Agreement has been duly  authorized,  validly  executed and
delivered by the Purchaser and is a valid and binding  agreement and  obligation
of the Purchaser enforceable against the Purchaser in accordance with its terms,
subject to limitations  on  enforcement  by general  principles of equity and by
bankruptcy  or  other  laws  affecting  the  enforcement  of  creditors'  rights
generally, and the Purchaser has full power and authority to execute and deliver
this Agreement and the other agreements and documents contemplated hereby and to
perform its obligations hereunder and thereunder.


                                     - 2 -
<PAGE>

            (c) The  Purchaser  understands  that no  Federal,  state,  local or
foreign  governmental  body or  regulatory  authority  has made any  finding  or
determination relating to the fairness of an investment in any of the Securities
and that no Federal,  state,  local or foreign  governmental  body or regulatory
authority  has  recommended  or  endorsed,  or will  recommend  or endorse,  any
investment in any of the  Securities.  The Purchaser,  in making the decision to
purchase the Securities,  has relied upon independent  investigation  made by it
and has not relied on any information or representations made by third parties.

            (d) The Purchaser  understands that the Securities are being offered
and  sold  to it in  reliance  on  specific  provisions  of  Federal  and  state
securities  laws and that the Company is relying  upon the truth and accuracy of
the representations,  warranties, agreements, acknowledgments and understandings
of the Purchaser set forth herein for purposes of qualifying for exemptions from
registration under the Securities Act, and applicable state securities laws.

            (e) The Purchaser is an "accredited  investor" as defined under Rule
501 of Regulation D promulgated under the Securities Act.

            (f) The  Purchaser is and will be acquiring the  Securities  for its
own account,  and not with a view to any resale or  distribution  of the Note in
whole  or in  part,  in  violation  of the  Securities  Act  or  any  applicable
securities laws.

            (g) The offer and sale of the  Securities  is  intended to be exempt
from  registration  under the  Securities  Act, by virtue of Section 4(2) and/or
Rule 506 of Regulation D  promulgated  under the  Securities  Act. The Purchaser
understands that the Securities purchased hereunder have not been, and may never
be,  registered  under the Securities Act and that none of the Securities can be
sold or transferred  unless they are first  registered  under the Securities Act
and such state and other  securities laws as may be applicable or in the opinion
of counsel for the Company an exemption from  registration  under the Securities
Act is available (and then the  Securities  may be sold or  transferred  only in
compliance  with such  exemption and all applicable  state and other  securities
laws).

      3.  Representations,  Warranties and Covenants of the Company. The Company
represents and warrants to the  Purchaser,  and covenants for the benefit of the
Purchaser, as follows:

            (a) The Company has been duly  incorporated  and is validly existing
and in good standing under the laws of the State of Florida, with full corporate
power and authority to own,  lease and operate its properties and to conduct its
business as currently conducted, and is duly registered and qualified to conduct
its business  and is in good  standing in each  jurisdiction  or place where the
nature  of  its  properties  or  the  conduct  of  its  business  requires  such
registration or  qualification,  except where the failure to register or qualify
would not have a  Material  Adverse  Effect.  For  purposes  of this  Agreement,
"Material  Adverse  Effect"  shall mean any effect on the  business,  results of
operations,  prospects,  assets or  financial  condition  of the Company that is
material and adverse to the Company and its subsidiaries  and affiliates  and/or
any  condition,  circumstance,  or  situation  that would  prohibit or otherwise
materially  interfere  with the ability of the Company  from  entering  into and
performing  any of its  obligations  under  this  Agreement  or the  Note in any
material respect.


                                     - 3 -
<PAGE>

            (b) The Note has been duly  authorized  by all  necessary  corporate
action and,  when paid for or issued in accordance  with the terms  hereof,  the
Note  shall be  validly  issued  and  outstanding,  free and clear of all liens,
encumbrances  and rights of refusal of any kind. When the Conversion  Shares are
issued and paid for in  accordance  with the terms of this  Agreement and as set
forth  in the  Note,  such  shares  will be  duly  authorized  by all  necessary
corporate   action  and  validly   issued  and   outstanding,   fully  paid  and
nonassessable,  free and clear of all liens,  encumbrances and rights of refusal
of any kind and the holders shall be entitled to all rights accorded to a holder
of Common Stock.

            (c) The Note and this Agreement (the  "Transaction  Documents") have
been duly  authorized,  validly  executed and delivered on behalf of the Company
and is a valid and binding  agreement and obligation of the Company  enforceable
against the Company in  accordance  with its terms,  subject to  limitations  on
enforcement  by general  principles  of equity and by  bankruptcy  or other laws
affecting the enforcement of creditors'  rights  generally,  and the Company has
full power and  authority to execute and deliver the  Transaction  Documents and
the other  agreements  and  documents  contemplated  hereby and to  perform  its
obligations hereunder and thereunder.

            (d) The execution and delivery of the Transaction  Documents and the
consummation of the transactions  contemplated by this Agreement by the Company,
will not (i)  conflict  with or result in a breach of or a default  under any of
the terms or provisions of, (A) the Company's  certificate of  incorporation  or
by-laws,  or (B) of any material provision of any indenture,  mortgage,  deed of
trust or other material  agreement or instrument to which the Company is a party
or by which it or any of its material properties or assets is bound, (ii) result
in a violation of any material provision of any law, statute,  rule, regulation,
or any existing  applicable decree,  judgment or order by any court,  Federal or
state regulatory body,  administrative agency, or other governmental body having
jurisdiction  over the Company,  or any of its material  properties or assets or
(iii)  result in the creation or  imposition  of any  material  lien,  charge or
encumbrance  upon any  material  property or assets of the Company or any of its
subsidiaries  pursuant to the terms of any  agreement or instrument to which any
of them is a party or by which any of them may be bound or to which any of their
property or any of them is subject except in the case of clauses (i)(B) or (iii)
for any  such  conflicts,  breaches,  or  defaults  or any  liens,  charges,  or
encumbrances which would not have a Material Adverse Effect.

            (e) The sale and issuance of the  Securities in accordance  with the
terms of and in reliance on the accuracy of the Purchaser's  representations and
warranties  set forth in this  Agreement  will be exempt  from the  registration
requirements of the Securities Act.

            (f)  No  consent,  approval  or  authorization  of  or  designation,
declaration or filing with any governmental authority on the part of the Company
is  required  in  connection  with the  valid  execution  and  delivery  of this
Agreement or the offer,  sale or issuance of the Securities or the  consummation
of any other transaction contemplated by this Agreement.

            (g) There is no action,  suit,  claim,  investigation  or proceeding
pending or, to the  knowledge  of the  Company,  threatened  against the Company
which  questions the validity of the Transaction  Documents or the  transactions
contemplated thereby or any action taken or to be taken pursuant thereto.  There
is no action,  suit,  claim,  investigation  or  proceeding  pending  or, to the
knowledge of the Company,  threatened,  against or involving  the Company or any
subsidiary,  or any of their respective properties or assets which, if adversely
determined, is reasonably likely to result in a Material Adverse Effect.

            (h) The Company  has  complied  and will comply with all  applicable
federal and state  securities  laws in connection  with the offer,  issuance and
sale of the Note hereunder. Neither the Company nor anyone acting on its behalf,
directly or indirectly, has or will sell, offer to sell or solicit offers to buy
the Note, or similar securities to, or solicit offers with respect thereto from,
or enter into any preliminary  conversations  or negotiations  relating  thereto
with,  any  person,  or has  taken or will  take any  action  so as to bring the
issuance  and  sale  of  the  Note  under  the  registration  provisions  of the
Securities  Act and any other  applicable  federal  and state  securities  laws.
Neither the Company nor any of its  affiliates,  nor any person acting on its or
their  behalf,  has  engaged  in any form of  general  solicitation  or  general
advertising  (within the meaning of  Regulation D under the  Securities  Act) in
connection with the Note.


                                     - 4 -
<PAGE>

            (i) To the  Company's  knowledge,  neither this  Agreement,  nor the
Schedules  hereto  contain any untrue  statement  of a material  fact or omit to
state a material fact necessary in order to make the  statements  made herein or
therein,  in the light of the circumstances under which they were made herein or
therein, not misleading.

            (j) The  authorized  capital  stock of the  Company  and the  shares
thereof issued and  outstanding as of January 20, 2006 are set forth on Schedule
3(j) attached  hereto.  All of the  outstanding  shares of the Common Stock have
been duly and validly authorized, and are fully paid and non-assessable.  Except
as set forth in this  Agreement or on Schedule 3(j) attached  hereto,  as of the
date hereof, no shares of the Common Stock are entitled to preemptive rights and
there are no registration rights or outstanding options, warrants, scrip, rights
to subscribe to, call or commitments of any character whatsoever relating to, or
securities  or rights  convertible  into,  any  shares of  capital  stock of the
Company.  As of the date hereof,  except for as set forth on Schedule  3(j), the
Company  is not a party to any  agreement  granting  registration  rights to any
person with respect to any of its equity or debt securities.  The Company is not
a party to, and its  executive  officers  have no  knowledge  of, any  agreement
restricting  the voting or transfer  of any shares of the  capital  stock of the
Company.  The  offer  and sale of all  capital  stock,  convertible  securities,
rights, warrants, or options of the Company issued prior to the Closing complied
with all applicable  federal and state  securities laws, or no stockholder has a
right of rescission or damages with respect  thereto which is reasonably  likely
to have a Material  Adverse Effect.  The Company has furnished or made available
to the  Purchaser  true and  correct  copies  of the  Company's  Certificate  of
Incorporation  as in  effect on the date  hereof  (the  "Certificate"),  and the
Company's Bylaws as in effect on the date hereof (the "Bylaws").

            (k) So long as the Note remains outstanding,  the Company shall take
all action  necessary  to at all times have  authorized,  and  reserved  for the
purpose of issuance, a sufficient number of shares of Common Stock to effect the
conversion of the Note.

            (l) The Company  has  complied  and will comply with all  applicable
federal and state  securities  laws in connection  with the offer,  issuance and
sale of the Note and the Conversion  Shares  hereunder.  Neither the Company nor
anyone acting on its behalf, directly or indirectly,  has or will sell, offer to
sell or solicit offers to buy any of the Securities,  or similar  securities to,
or solicit  offers with  respect  thereto  from,  or enter into any  preliminary
conversations or negotiations relating thereto with, any person, or has taken or
will  take  any  action  so as to  bring  the  issuance  and  sale of any of the
Securities  under  the  registration   provisions  of  the  Securities  Act  and
applicable state securities laws. Neither the Company nor any of its affiliates,
nor any person acting on its or their behalf, has engaged in any form of general
solicitation  or general  advertising  (within the meaning of Regulation D under
the  Securities  Act)  in  connection  with  the  offer  or  sale  of any of the
Securities.

      4. Conditions Precedent to the Obligation of the Company to Sell the Note.
The  obligation  hereunder  of the  Company  to  issue  and sell the Note to the
Purchaser  is subject to the  satisfaction  or waiver,  at or before the Closing
Date, of each of the  conditions set forth below.  These  conditions are for the
Company's  sole benefit and may be waived by the Company at any time in its sole
discretion.

            (a) The Purchaser shall have executed and delivered this Agreement.


                                     - 5 -
<PAGE>

            (b) The Purchaser  shall have  performed,  satisfied and complied in
all material respects with all covenants,  agreements and conditions required to
be  performed,  satisfied or complied  with by the  Purchaser at or prior to the
Closing Date.

            (c) The  representations  and  warranties of the Purchaser  shall be
true and correct in all material respects as of the date when made and as of the
Closing  Date as  though  made at that  time,  except  for  representations  and
warranties that are expressly made as of a particular  date, which shall be true
and correct in all material respects as of such date.

            (d) At the Closing Date,  the Purchaser  shall have delivered to the
Company immediately available funds as payment in full of the Purchase Price for
the Note.

      5. Conditions Precedent to the Obligation of the Purchaser to Purchase the
Note. The obligation  hereunder of the Purchaser to acquire and pay for the Note
is subject to the satisfaction or waiver, at or before the Closing Date, of each
of the conditions set forth below. These conditions are for the Purchaser's sole
benefit and may be waived by the Purchaser at any time in its sole discretion.

            (a) The Company shall have  executed and  delivered  the Note,  this
Agreement and any other Transaction Document.

            (b) The Company shall have performed,  satisfied and complied in all
material respects with all covenants,  agreements and conditions required by the
Transaction Documents to be performed, satisfied or complied with by the Company
at or prior to the Closing Date.

            (c) Each of the  representations and warranties of the Company shall
be true and correct in all material  respects as of the date when made and as of
the Closing  Date as though made at that time  (except for  representations  and
warranties that speak as of a particular date),  which shall be true and correct
in all material respects as of such date.

            (d) No  statute,  regulation,  executive  order,  decree,  ruling or
injunction  shall have been  enacted,  entered,  promulgated  or endorsed by any
court or governmental  authority of competent  jurisdiction  which prohibits the
consummation  of any of the  transactions  contemplated  by this Agreement at or
prior to the Closing Date.

            (e) As of the Closing Date, no action,  suit or proceeding before or
by any court or  governmental  agency or body,  domestic  or  foreign,  shall be
pending  against or  affecting  the  Company,  or any of its  properties,  which
questions  the  validity  of  the  Agreement,  the  Note,  or  the  transactions
contemplated  thereby or any action taken or to be take pursuant thereto.  As of
the Closing Date, no action, suit, claim or proceeding before or by any court or
governmental  agency or body,  domestic or foreign,  shall be pending against or
affecting the Company, or any of its properties, which, if adversely determined,
is reasonably likely to result in a Material Adverse Effect.

            (f) No Material  Adverse Effect shall have occurred at or before the
Closing Date.

      6. Legend.  Each Note and certificate  representing the Conversion  Shares
shall be stamped  or  otherwise  imprinted  with a legend  substantially  in the
following  form  (in  addition  to  any  legend  required  by  applicable  state
securities or "blue sky" laws):


                                     - 6 -
<PAGE>

      "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE (THE  "SECURITIES")  HAVE
      NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE
      "SECURITIES  ACT")  OR ANY  STATE  SECURITIES  LAWS  AND MAY NOT BE  SOLD,
      TRANSFERRED  OR  OTHERWISE   DISPOSED  OF  UNLESS   REGISTERED  UNDER  THE
      SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA
      TELEVISION,   INC.   SHALL  HAVE  RECEIVED  AN  OPINION  OF  COUNSEL  THAT
      REGISTRATION  OF SUCH  SECURITIES  UNDER THE  SECURITIES ACT AND UNDER THE
      PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED."

The  Company  agrees  to  reissue  the Note and  certificates  representing  the
Conversion Shares,  without the legend set forth above if at such time, prior to
making any  transfer  of any such  Securities,  such holder  thereof  shall give
written  notice to the Company  describing the manner and terms of such transfer
and removal as the Company may reasonably  request.  Such proposed transfer will
not be effected until:  (a) the Company has notified such holder that either (i)
in the opinion of its counsel, the registration of the Note or Conversion Shares
under the  Securities  Act is not  required  in  connection  with such  proposed
transfer;  or (ii) a  registration  statement  under the Securities Act covering
such proposed  disposition has been filed by the Company with the Securities and
Exchange  Commission and has become  effective under the Securities Act; and (b)
the Company has  notified  such  holder that  either:  (i) in the opinion of its
counsel,  the registration or  qualification  under the securities or "blue sky"
laws of any state is not required in connection with such proposed  disposition,
or (ii) compliance with applicable  state securities or "blue sky" laws has been
effected.  The Company  will use its best  efforts to respond to any such notice
from a holder within five (5) days. In the case of any proposed  transfer  under
this Section 6, the Company will use reasonable  efforts to comply with any such
applicable  state  securities  or  "blue  sky"  laws,  but  shall in no event be
required, in connection therewith,  to qualify to do business in any state where
it is not then  qualified or to take any action that would  subject it to tax or
to the general service of process in any state where it is not then subject. The
restrictions  on transfer  contained  in this Section 6 shall be in addition to,
and not by way of limitation of, any other restrictions on transfer contained in
any other section of this Agreement.

      7. Fees and  Expenses.  Each party shall pay the fees and  expenses of its
advisors,  counsel,  accountants  and  other  experts,  if any,  and  all  other
expenses,  incurred  by such party  incident  to the  negotiation,  preparation,
execution, delivery and performance of this Agreement.

      8. Indemnification.

            (a) The Company  hereby  agrees to indemnify  and hold  harmless the
Purchaser  and its  officers,  directors,  shareholders,  employees,  agents and
attorneys  against  any  and  all  losses,  claims,  damages,   liabilities  and
reasonable  expenses  (collectively  "Claims")  incurred  by each such person in
connection  with  defending or  investigating  any such  Claims,  whether or not
resulting in any liability to such person,  to which any such indemnified  party
may become  subject,  insofar as such Claims  arise out of or are based upon any
breach of any  representation  or warranty or  agreement  made by the Company in
this Agreement.

            (b) The  Purchaser  hereby agrees to indemnify and hold harmless the
Company  and  its  officers,  directors,  shareholders,  employees,  agents  and
attorneys against any and all losses, claims, damages,  liabilities and expenses
incurred by each such person in connection with defending or  investigating  any
such claims or  liabilities,  whether or not  resulting in any liability to such
person,  to which  any such  indemnified  party  may  become  subject  under the
Securities Act, or under any other statute, at common law or otherwise,  insofar
as such  Claims  arise  out of or are based  upon (i) any  untrue  statement  or
alleged  untrue  statement of a material  fact made by the  Purchaser,  (ii) any
omission or alleged omission of a material fact with respect to the Purchaser or
(iii) any  breach  of any  representation,  warranty  or  agreement  made by the
Purchaser in this Agreement.


                                     - 7 -
<PAGE>

      9.  Governing  Law;  Consent  to  Jurisdiction.  This  Agreement  shall be
governed by and  interpreted in accordance with the laws of the State of Florida
without giving effect to the rules  governing the conflicts of laws. Each of the
parties  consents to the  exclusive  jurisdiction  of the Federal  courts  whose
districts  encompass any part of the County of Hillsborough  located in the City
of Tampa in connection  with any dispute arising under this Agreement and hereby
waives,  to the maximum extent  permitted by law, any  objection,  including any
objection based on forum non conveniens,  to the bringing of any such proceeding
in such  jurisdictions.  Each party  waives  its right to a trial by jury.  Each
party to this  Agreement  irrevocably  consents to the service of process in any
such  proceeding  by the mailing of copies  thereof by  registered  or certified
mail,  postage prepaid,  to such party at its address set forth herein.  Nothing
herein shall affect the right of any party to serve  process in any other manner
permitted by law.

      10.  Notices.  All  notices  and  other  communications  provided  for  or
permitted hereunder shall be made in writing by hand delivery, express overnight
courier,  registered  first class mail, or telecopier  (provided that any notice
sent by  telecopier  shall be confirmed by other means  pursuant to this Section
10),  initially to the address set forth  below,  and  thereafter  at such other
address,  notice of which is given in  accordance  with the  provisions  of this
Section.

            (a)   if to the Company:

                  Medical Media Television, Inc.
                  Attn:  Philip M. Cohen, President/CEO
                  8406 Benjamin Road, Suite C
                  Tampa, Florida 33634
                  Tel. No.: (813) 888-7330
                  Fax No.:  (813) 888-7375

                  with a copy to:

                  Bush Ross Gardner Warren & Rudy, P.A.
                  220 S. Franklin St.
                  Tampa, FL  33601
                  Attn:  John N. Giordano
                  Tel. No.:  (813) 224-9255
                  Fax No.:  (813) 223-9620

            (b)   if to the Purchaser:

                  Steven J. Port
                  4911 Edgerton Avenue
                  Encino, CA  91436
                  Tel. No.:  (818) 742-0566
                  Fax No.:  (818) 990-3838

All such  notices  and  communications  shall be deemed to have been duly given:
when delivered by hand, if personally  delivered;  when receipt is acknowledged,
if telecopied; or when actually received or refused if sent by other means.


                                     - 8 -
<PAGE>

      11. Assignment.  Neither party may assign,  sell, or transfer to any third
person the rights of such party hereunder; provided, however, that Purchaser may
assign  his  rights  hereunder  to an  entity  wholly  owned and  controlled  by
Purchaser.

      12. Entire Agreement.  This Agreement,  the Note and any other Transaction
Document  constitute the entire  understanding and agreement of the parties with
respect  to  the  subject   matter  hereof  and   supersedes  all  prior  and/or
contemporaneous  oral or written proposals or agreements relating thereto all of
which are merged  herein.  This  Agreement  may not be amended or any  provision
hereof waived in whole or in part,  except by a written amendment signed by both
of the parties.

      13.  Counterparts.  This Agreement may be executed by facsimile  signature
and in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                  [end of page]


                                     - 9 -
<PAGE>

      IN WITNESS  WHEREOF,  this  Agreement  was duly executed on the date first
written above.


                            MEDICAL MEDIA TELEVISION, INC.


                            By: /s/ Philip M. Cohen
                                ------------------------------------------------
                                 Philip M. Cohen
                                 President and Chief Executive Officer

                            PURCHASER:


                            /s/ Steven J. Port
                            ----------------------------------------------------
                            Steven J. Port, an individual


                                     - 10 -
<PAGE>

                                   SCHEDULE 3j


Medical Media Television, Inc. Capital Stock:

Common Stock:              Authorized Shares:                100,000,000 shares
                           Outstanding Shares:               20,971,299  shares
                           Par Value:                        $.0005


Preferred Stock:           Total Authorized Shares:          25,000,000 shares
                           Total Outstanding Shares:         4,303,959 shares
                           Par Value:                        Zero

Series A Zero Coupon Preferred Stock:     Authorized Shares:    1,682,044 shares
                                          Outstanding Shares:   1,682,044 shares


Series B Zero Coupon Preferred Stock:     Authorized Shares:    2,612,329 shares
                                          Outstanding Shares:   2,612,329 shares

Series C Zero Coupon Preferred Stock:     Authorized Shares:      400,000 shares
                                          Outstanding Shares:       9,586 shares


      OUTSTANDING OPTIONS, WARRANTS, AND OTHER RIGHTS TO ACQUIRE SHARES OF
                         MEDICAL MEDIA TELEVISION, INC.

Outstanding stock options to purchase 5,303 shares of common stock of MMTV.

Outstanding warrants to purchase 10,879,235 shares of common stock of MMTV.

Outstanding  Series A and Series B  preferred  shares  which will  convert  into
16,093,989 shares of common stock of MMTV.

Outstanding Series C preferred shares (8,627) which will convert into common
shares at a discount to market at time of conversion.

Outstanding  convertible  debentures which will convert into 6,987,952 shares of
common stock of MMTV. These convertible  debentures may be repaid in cash at the
option of the Company.

The above  calculations  do not include  any shares of Series C preferred  stock
that  may  be  issued  for  interest  payments  on  existing   convertible  debt
instruments that will be converted into common shares at a discount to market at
time of  conversion.  It also does not  include  any common  shares  that may be
issued for interest payments on existing convertible debt instruments.


                                     - 11 -