Exhibit 10.2 - Series B Convertible Debenture to Vicis Capital Master Fund dated
May 6, 2005.


THIS SERIES B CONVERTIBLE DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"), OR ANY STATE SECURITIES LAW 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.


                         MEDICAL MEDIA TELEVISION, INC.

                         SERIES B CONVERTIBLE DEBENTURE
                         ------------------------------


U.S. $250,000                                                 New York, New York
No. 05-0605B                                                         May 6, 2005


            FOR VALUE RECEIVED, the undersigned, Medical Media Television, Inc.,
a Florida  corporation (the  "Company"),  hereby promises to pay to the order of
VICIS  CAPITAL  MASTER FUND or any future  permitted  holder of this  promissory
Debenture (the "Payee"),  at the principal office of the Payee set forth herein,
or at such other place as the Payee may designate in writing to the Company, the
principal sum of Two Hundred Fifty  Thousand  Dollars (U.S.  $250,000),  or such
other  amount as may be  outstanding  hereunder,  together  with any accrued but
unpaid interest,  in such coin or currency of the United States of America as at
the time shall be legal  tender for the payment of public and private  debts and
in  immediately  available  funds,  as  provided  in this  Series B  Convertible
Debenture (the "Debenture").

            1. Principal Payment; Interest Payment; Subordination.

                  (a) The  Company  shall  repay  in full the  entire  principal
balance  then  outstanding  under this  Debenture  plus any  accrued  but unpaid
interest on the first to occur (the "Maturity  Date") of: (i) May 5, 2007, or as
it may be extended pursuant to the terms hereof, or (ii) the acceleration of the
obligations as contemplated by this Debenture.

                  (b) The  Debenture  shall bear  interest  at a rate of 15% per
annum.  Interest  shall be payable  semi-annually  in cash or registered  Common
Stock at a ten percent (10%) discount to the Market Price;  or in kind, but only
if the stock price is above two dollars and 40/100  ($2.40) on the five  trading
days  immediately  prior to the 20th day preceding the payment date.  The Market
Price shall be set at the average five-day Volume Weighted Average Closing Price
("VWAP") of the  Company's  Common  Stock for the five (5) trading days prior to
the payment date.

                  (c) The Principal amount of the Debenture plus any accrued but
unpaid interest will be automatically converted on the Maturity Date. Conversion
may occur prior to the  Maturity  Date,  at the option of the  holder,  any time
after the  Securities and Exchange  Commission  declared the Company's Form SB-2
registration  statement  effective (the "Conversion Date"). The Debentures shall
be convertible into Common Stock of the Company at the Fixed  Conversion  Price.
The Fixed Conversion Price shall be $2.40.


<PAGE>

                  (d)  Except  as  otherwise  provided  in this  Section  1, all
payments due under this Debenture shall be subordinated and made junior,  in all
respects to the payment in full of all principal,  all interest  accrued thereon
and all other  amounts  due on the  indebtedness  outstanding  under the  Senior
Convertible  Promissory  Notes issued by the Company on March 10, 2003,  May 28,
2003,  June 6,  2003 and July 1,  2003 to Pet  Edge,  LLC  ("Pet  Edge")  in the
aggregate  principal amount of $1,375,000 (the "Pet Edge  Indebtedness").  Until
the Pet Edge  Indebtedness  shall have been paid in full,  the Company shall not
make,  and the Payee  shall not  receive  or retain  any  payment  in respect of
principal on this Debenture  prior to the Maturity Date, and any such payment by
the Company to Payee shall be turned  over by Payee to Pet Edge,  regardless  of
whether the Pet Edge  Indebtedness is then due, except that the Company may make
interest  payments  in cash to the  Payee  and issue  equity  securities  of the
Company or shares of Common Stock (as defined below) in accordance  with Section
2 below.  The Company  shall not make any cash  payments to the Payee under this
Debenture  prior  to  the  Maturity  Date,  other  than  the  interest  payments
hereunder,  nor grant any  security  for the payment  thereof  without the prior
written consent of Pet Edge. This provision as to  subordination  is written and
is intended for the benefit of Pet Edge.  This Debenture  shall be senior to all
other indebtedness of the Company other than the Pet Edge Indebtedness.

            2. Conversion Option; Issuance of Certificates.

                  (a) At the Maturity Date, the outstanding  principal amount of
this Debenture plus any accrued but unpaid  interest shall be due and payable in
cash; provided,  however, the Payee shall have the sole option to convert on the
Maturity  Date the  outstanding  principal  amount  of this  Debenture  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"), equal to the principal
amount of this  Debenture plus any accrued but unpaid  interest being  converted
divided by the Fixed Conversion  Price.  For purposes of this Debenture,  "Fixed
Conversion Price" shall be $2.40. The Fixed Conversion Price shall be subject to
adjustment  pursuant to Section 4 hereof. Upon conversion of this Debenture into
shares of Common Stock,  the  outstanding  principal  amount of this  Debenture,
together  with any  accrued  but  unpaid  interest,  shall be  deemed  to be the
consideration for the Payee's interest in such shares of Common Stock.

                  (b) In the  event  that  the  Payee  elects  to  convert  this
Debenture  into shares of Common Stock on the Maturity  Date, the Company shall,
not later than five (5) days after the conversion of this  Debenture,  issue and
deliver  to  the  Payee  by  express   courier  a  certificate  or  certificates
representing  the  number  of shares of Common  Stock  being  acquired  upon the
conversion of this Debenture.

            3. Ownership Cap and Certain Exercise Restrictions.

                  (a) Notwithstanding anything to the contrary set forth in this
Debenture,  at no time may a Holder of this Debenture  convert this Debenture if
the number of shares of Common  Stock to be issued  pursuant to such  conversion
would  exceed,  when  aggregated  with all other shares of Common Stock owned by
such  Holder at such time,  the  number of shares of Common  Stock  which  would
result in such  Holder  owning  more  than  4.999%  of all of the  Common  Stock
outstanding  at  such  time;  provided,  however,  that  upon a  holder  of this
Debenture  providing the Company with  sixty-one  (61) days notice  (pursuant to
Section 13 hereof)  (the "Waiver  Notice")  that such Holder would like to waive
this Section 3(a) with regard to any or all shares of Common Stock issuable upon
exercise of this Debenture, this Section 3(a) will be of no force or effect with
regard to all or a portion of the  Debenture  referenced  in the Waiver  Notice;
provided,  further,  that this provision  shall be of no further force or effect
during the sixty-one (61) days immediately  preceding the expiration of the term
of this Debenture.


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<PAGE>

                  (b) The Holder may not convert this Debenture hereunder to the
extent  such  conversion  would  result in the  Holder  beneficially  owning (as
determined  in  accordance  with Section 13(d) of the Exchange Act and the rules
thereunder)  in excess of 9.999% of the then  issued and  outstanding  shares of
Common Stock, including shares issuable upon conversion of the Debenture held by
the Holder after  application of this Section;  provided,  however,  that upon a
holder of this  Debenture  providing  the Company with a Waiver Notice that such
holder would like to waive this Section 3(b) with regard to any or all shares of
Common Stock issuable upon conversion of this Debenture, this Section 3(b) shall
be of no force or effect with regard to those shares of Common Stock  referenced
in the Waiver Notice;  provided,  further,  that this  provision  shall be of no
further force or effect during the sixty-one (61) days immediately preceding the
expiration of the term of this Debenture.

            4. Adjustment of Fixed Conversion Price.

                  (a) The Fixed  Conversion Price shall be subject to adjustment
from time to time as follows:

                        (i)  Adjustments for Stock Splits and  Combinations.  If
the Company shall at any time or from time to time after the date hereof, effect
a stock split of the outstanding  Common Stock,  the applicable Fixed Conversion
Price in effect  immediately  prior to the stock split shall be  proportionately
decreased.  If the Company shall at any time or from time to time after the date
hereof,  combine the outstanding  shares of Common Stock,  the applicable  Fixed
Conversion  Price  in  effect  immediately  prior  to the  combination  shall be
proportionately  increased.  Any adjustments under this Section 4(a)(i) shall be
effective  at the close of business  on the date the stock split or  combination
occurs.

                        (ii)    Adjustments    for   Certain    Dividends    and
Distributions.  If the Company  shall at any time or from time to time after the
date hereof, make or issue or set a record date for the determination of holders
of Common Stock entitled to receive a dividend or other distribution  payable in
shares of Common Stock, then, and in each event, the applicable Fixed Conversion
Price in effect  immediately  prior to such event shall be  decreased  as of the
time of such  issuance  or, in the event such record date shall have been fixed,
as of the close of business on such record date, by multiplying,  as applicable,
the applicable Fixed Conversion Price then in effect by a fraction:

                              (1) the  numerator  of which  shall  be the  total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such issuance or the close of business on such record date; and

                              (2) the  denominator  of which  shall be the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such  issuance  or the close of  business  on such  record date plus the
number of shares of  Common  Stock  issuable  in  payment  of such  dividend  or
distribution.

                        (iii) Adjustment for Other Dividends and  Distributions.
If the  Company  shall at any time or from time to time  after the date  hereof,
make or issue or set a record  date for the  determination  of holders of Common
Stock entitled to receive a dividend or other distribution payable in other than
shares of Common Stock, then, and in each event, an appropriate  revision to the
applicable  Fixed Conversion Price shall be made and provision shall be made (by
adjustments  of the Fixed  Conversion  Price or otherwise) so that the holder of
this Debenture shall receive upon conversions thereof, in addition to the number
of shares of Common Stock  receivable  thereon,  the number of


                                       3
<PAGE>

securities of the Company which they would have received had this Debenture been
converted into Common Stock on the date of such event and had thereafter, during
the period from the date of such event to and  including  the  conversion  date,
retained such securities (together with any distributions payable thereon during
such  period),  giving  application  to all  adjustments  called for during such
period  under  this  section  with  respect  to the rights of the holder of this
Debenture.

                        (iv)  Adjustments  for Issuance of Additional  Shares of
Common Stock.  In the event the Company,  shall, at any time, from time to time,
issue or sell any  additional  shares of Common Stock or securities  convertible
into  or  exchangeable  for  shares  of  Common  Stock  to a third  party  for a
consideration  per share  less than the Fixed  Conversion  Price  then in effect
immediately  prior to the time of such issue or sale, then,  forthwith upon such
issuance or sale, the Fixed  Conversion  Price then in effect for this Debenture
shall be reduced to a price equal to the  consideration  per share paid for such
securities.

                  (b) Issue Taxes.  The Company  shall pay any and all issue and
other taxes, excluding federal, state or local income taxes, that may be payable
in respect of any issue or delivery of shares of Common Stock on  conversion  of
this Debenture pursuant thereto;  provided,  however, that the Company shall not
be obligated to pay any transfer taxes resulting from any transfer  requested by
any holder in connection with any such conversion.

                  (c) Fractional  Shares.  No fractional  shares of Common Stock
shall be issued upon  conversion of this  Debenture.  In lieu of any  fractional
shares to which the Payee would  otherwise  be entitled,  the Company  shall pay
cash equal to the  product of such  fraction  multiplied  by the  average of the
closing bid prices of its Common Stock for the five (5) consecutive trading days
immediately preceding the date of conversion of this Debenture.

                  (d)  Reservation  of Common  Stock.  The Company  shall at all
times when this Debenture shall be  outstanding,  reserve and keep available out
of its authorized but unissued shares of Common Stock,  such number of shares of
Common Stock as shall from time to time be sufficient  to effect the  conversion
of this Debenture.

                  (e) Registration Rights.  Within one-hundred twenty (120) days
from the Closing,  the Company shall file a Registration  Statement on Form SB-2
(or an alternative  available  form) covering the underlying  equity position of
the  Holder of the  Debenture,  and the  Company  will  keep  said  Registration
Statement  effective  for  a  period  of  three  years,   subject  to  customary
carve-outs.

            5. Common Stock Purchase Warrants.

                  (a) Series D  Warrants:  The Holder  shall be issued  Series D
Common Stock  Purchase  Warrants (the "Series D Warrants") in an amount equal to
100% of the number of Common Shares  underlying the Debenture based on the Fixed
Conversion Price. The Series D Warrants shall have a term of ten (10) years from
the effective date and shall have an exercise price equal to one hundred percent
(100%) of the Fixed Conversion Price.

                  (b) Series E  Warrants:  The Holder  shall be issued  Series E
Common Stock  Purchase  Warrants (the "Series E Warrants") in an amount equal to
100% of the number of Common Shares  underlying the Debenture based on the Fixed
Conversion Price. The Series E Warrants shall have a term of five (5) years from
the effective date and shall have an exercise price equal to one hundred percent
(100%) of the Fixed Conversion Price.


                                       4
<PAGE>

                  (c) Series F  Warrants:  The Holder  shall be issued  Series F
Common Stock  Purchase  Warrants (the "Series F Warrants") in an amount equal to
100% of the number of Common Shares  underlying the Debenture based on the Fixed
Conversion  Price.  The Series F Warrants shall have a term of one (1) year from
the effective date and shall have an exercise price equal to one hundred percent
(100%)  of  the  Fixed  Conversion  Price.  Should  the  Company's  Registration
Statement  not be declared  effective  within two hundred and seventy (270) days
from the date of this Debenture,  then the Series F Warrants may be exercised on
a cashless basis.

            6. No Rights as  Shareholder.  Nothing  contained in this  Debenture
shall be construed as conferring upon the Payee, prior to the conversion of this
Debenture, the right to vote or to receive dividends or to consent or to receive
notice as a  shareholder  in respect  of any  meeting  of  shareholders  for the
election of directors of the Company or of any other matter, or any other rights
as a shareholder of the Company.

            7. Registration.  The Company shall file a Registration Statement on
Form SB-2 (or an  alternative  available  form if the Company is not eligible to
file a Form  SB-2)  covering  the  Common  Shares  due  upon  conversion  of the
Debenture  and the  underlying  shares of the  Series  D, E, and F Common  Stock
Purchase Warrants no later than thirty (30) days after the Closing, and will use
its best efforts to have the Registration  Statement  declared  effective within
ninety (90) days after the Closing.

            8. Liquidated Damages.  In the event the Registration  Statement has
not been  declared  effective  within one hundred  and twenty  (120) days of the
Closing,  for the thirty  (30) day period  beginning  ninety (90) days after the
Closing,  the Company  shall pay to the Holder  liquidated  damages equal to two
percent  (2%) of the  amount  invested  and shall pay to the  Holder  liquidated
damages  equal to one percent (1%) of the amount  invested  for each  subsequent
30-day period.  If the  Registration  Statement has not been declared  effective
within two  hundred and seventy  (270) days,  then the Series F Warrants  may be
exercised on a cashless basis.

            9. Right of Offer.  Subject to the right of first  offer held by Pet
Edge, LLC, for any equity or equity linked private financing  consummated within
12  months  after  the  Closing,  the  Holder  shall  have the right of offer to
purchase  all or part of the private  financing.  The Holder shall have ten (10)
trading days to respond.  A carve out of this  provision  will be granted to the
Company  for  the  issuance  of  stock  for   situations   involving   strategic
partnerships, acquisition candidates and public offerings.

            10. Most Favored Nations  Exchange.  For the twenty-four  (24) month
period  after the  Closing,  if the  Company  consummates  a  private  equity or
equity-linked  financing  (the "New  Financing"),  the Holder may  exchange  the
Debenture  at one hundred  twenty-five  percent  (125%) its Stated Value for the
securities in the New Financing.

            11.  Change  of  Control.  In  the  event  of a  change  of  control
transaction,  (third party acquiring greater than 50% in voting rights in one or
a series of related  transaction)  the  Holder  may elect to have the  Debenture
redeemed by the Company at its Face Value plus all accrued interest. The Company
shall satisfy the  redemption  request in cash or common shares at the Company's
option.

            12. Use of  Proceeds  of  Debenture.  The  Company  agrees  that the
proceeds derived from the Debenture shall be used for general corporate purposes
including  growth and capital  initiatives and that no proceeds shall be used to
pay accrued compensation.


                                       5
<PAGE>

            13. Investment Banking Fee. At Closing,  the Investment Banking Firm
of Midtown  Partners & Co. LLC will be entitled to an investment  banking fee of
20,000 Series D Warrants with an exercise price of $2.40 per share.

            14. Payment on  Non-Business  Days.  Whenever any payment to be made
shall be due on a  Saturday,  Sunday or a public  holiday  under the laws of the
State of Florida, such payment may be due on the next succeeding business day.

            15.  Representations  and  Warranties  of the  Company.  The Company
represents and warrants to the Payee 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.

                  (b) This Debenture has been duly authorized,  validly executed
and delivered on behalf of the Company and is a valid and binding  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
this Debenture and to perform its obligations hereunder.

                  (c) The execution,  delivery and performance of this Debenture
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) 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.

                  (d) 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
Debenture.

            16. Events of Default. The occurrence of any of the following events
shall be an "Event of Default" under this Debenture:

                  (a) the  Company  shall fail to make the payment of any amount
of any  principal  outstanding  on the date such  payment  shall  become due and
payable hereunder; or

                  (b) the Company  shall fail to make  interest  payments on the
date such payments shall become due and payable hereunder; or


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<PAGE>

                  (c) any representation,  warranty or certification made by the
Company herein, or in any certificate or financial statement shall prove to have
been false or  incorrect  or  breached  in a material  respect on the date as of
which made; or

                  (d) the holder of any  indebtedness  of the  Company or any of
its  subsidiaries  shall  accelerate  any  payment  of any  amount or amounts of
principal or interest on any indebtedness (the  "Indebtedness")  (other than the
Indebtedness  hereunder)  prior  to its  stated  maturity  or  payment  date the
aggregate  principal  amount of which  Indebtedness  of all such  persons  is in
excess of $100,000, whether such Indebtedness now exists or shall hereinafter be
created,  and such accelerated  payment entitles the holder thereof to immediate
payment of such  Indebtedness  which is due and owing and such  indebtedness has
not been discharged in full or such acceleration has not been stayed,  rescinded
or annulled within ten (10) business days of such acceleration; or

                  (e) A  judgment  or order for the  payment  of money  shall be
rendered against the Company or any of its subsidiaries in excess of $100,000 in
the aggregate (net of any applicable  insurance coverage) for all such judgments
or orders against all such persons (treating any deductibles,  self insurance or
retention  as not so  covered)  that  shall  not be  discharged,  and  all  such
judgments and orders remain outstanding,  and there shall be any period of sixty
(60)  consecutive  days  following  entry of the  judgment or order in excess of
$500,000 or the judgment or order which causes the  aggregate  amount  described
above to exceed  $500,000 during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; or

                  (f)  the  Company  shall  (i)  apply  for  or  consent  to the
appointment of, or the taking of possession by, a receiver,  custodian,  trustee
or  liquidator  of itself or of all or a  substantial  part of its  property  or
assets,  (ii)  admit in  writing  its  inability  to pay its debts as such debts
become due,  (iii) make a general  assignment  for the benefit of its creditors,
(iv) commence a voluntary case under the Bankruptcy Code or under the comparable
laws of any jurisdiction  (foreign or domestic),  (v) file a petition seeking to
take advantage of any  bankruptcy,  insolvency,  moratorium,  reorganization  or
other similar law affecting the enforcement of creditors' rights generally, (vi)
acquiesce in writing to any petition  filed  against it in an  involuntary  case
under the  Bankruptcy  Code or under  the  comparable  laws of any  jurisdiction
(foreign  or  domestic),  or  (vii)  take  any  action  under  the  laws  of any
jurisdiction (foreign or domestic) analogous to any of the foregoing; or

                  (g) a proceeding  or case shall be commenced in respect of the
Company or any of its  subsidiaries  without its application or consent,  in any
court of competent  jurisdiction,  seeking (i) the liquidation,  reorganization,
moratorium,  dissolution,  winding up, or  composition  or  readjustment  of its
debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the
like of it or of all or any  substantial  part of its  assets  or (iii)  similar
relief in respect of it under any law providing  for the relief of debtors,  and
such  proceeding or case  described in clause (i), (ii) or (iii) shall  continue
undismissed,  or unstayed and in effect, for a period of thirty (30) consecutive
days or any order for relief shall be entered in an  involuntary  case under the
Bankruptcy  Code or under the comparable  laws of any  jurisdiction  (foreign or
domestic)  against the Company or any of its  subsidiaries  or action  under the
laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing
shall be taken with respect to the Company or any of its  subsidiaries and shall
continue  undismissed,  or  unstayed  and in effect for a period of thirty  (30)
consecutive days; or

                  (h) failure by the Company to issue the  Conversion  Shares or
notice from the Company to the Payee,  including by way of public  announcement,
at any time,  of its  inability  to comply or its  intention  not to comply


                                       7
<PAGE>

with proper  requests for  conversion  of this  Debenture  into shares of Common
Stock.

            17. Remedies Upon An Event of Default.  If an Event of Default shall
have occurred and shall be  continuing,  the Payee of this  Debenture may at any
time at its  option,  (a) declare the entire  unpaid  principal  balance of this
Debenture,  together with all accrued but unpaid interest,  due and payable, and
thereupon,  the same  shall be  accelerated  and so due and  payable;  provided,
however,  that upon the occurrence of an Event of Default  described in Sections
16(f) and (g), without presentment, demand, protest, or notice, all of which are
hereby  expressly  unconditionally  and irrevocably  waived by the Company,  the
outstanding  principal  balance  and any accrued  but unpaid  interest  shall be
automatically  due and payable;  or (b) exercise or otherwise enforce any one or
more of the Payee's  rights,  powers,  privileges,  remedies and interests under
this  Debenture or  applicable  law. No course of delay on the part of the Payee
shall operate as a waiver thereof or otherwise prejudice the right of the Payee.
No remedy  conferred  hereby shall be exclusive of any other remedy  referred to
herein or now or hereafter available at law, in equity, by statute or otherwise.
Notwithstanding  the  foregoing,  Payee  agrees  that its  rights  and  remedies
hereunder  are  limited  to  receipt  of cash or shares  of Common  Stock in the
amounts described herein.

            18.  Replacement.  Upon receipt of a duly  executed,  notarized  and
unsecured  written  statement from the Payee with respect to the loss,  theft or
destruction of this Debenture (or any replacement hereof), and without requiring
an indemnity  bond or other  security,  or, in the case of a mutilation  of this
Debenture,  upon surrender and cancellation of such Debenture, the Company shall
issue a new Debenture,  of like tenor and amount, in lieu of such lost,  stolen,
destroyed or mutilated Debenture.

            19. Parties in Interest,  Transferability.  This Debenture  shall be
binding  upon the Company and its  successors  and assigns and the terms  hereof
shall  inure to the  benefit  of the  Payee  and its  successors  and  permitted
assigns. This Debenture may be transferred or sold, subject to the provisions of
Section 19 of this Debenture,  or pledged,  hypothecated or otherwise granted as
security by the Payee.

            20. Amendments. This Debenture may not be modified or amended in any
manner except in writing executed by the Company and the Payee.

            21.  Notices.  Any  notice,   demand,   request,   waiver  or  other
communication  required or permitted to be given  hereunder  shall be in writing
and shall be  effective  (a) upon hand  delivery by telecopy or facsimile at the
address or number designated below (if delivered on a business day during normal
business  hours where such notice is to be received),  or the first business day
following such delivery (if delivered other than on a business day during normal
business  hours  where  such  notice  is to be  received)  or (b) on the  second
business day following  the date of mailing by express  courier  service,  fully
prepaid,  addressed to such  address,  or upon actual  receipt of such  mailing,
whichever  shall first occur.  The Company will give written notice to the Payee
at least  thirty  (30) days  prior to the date on which the  Company  closes its
books and in no event shall such notice be provided to such holder prior to such
information  being made known to the public.  The Company will also give written
notice  to the  Payee  at  least  twenty  (20)  days  prior to the date on which
dissolution,  liquidation  or  winding-up  will take place and in no event shall
such notice be provided to the Payee prior to such information  being made known
to the public.

      Address of the Payee:   Vicis Capital Master Fund
                              25 East 78th Street
                              New York, New York 10021


                                       8
<PAGE>

                              Attention:  Shad Stastney
                              Tel. No.: (212) 452-9000
                              Fax No.: (212) 988-3835

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

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

            22. Governing Law. This Debenture shall be governed by and construed
in  accordance  with the internal laws of the State of Florida,  without  giving
effect to the choice of law provisions.  This Debenture shall not be interpreted
or construed with any presumption against the party causing this Debenture to be
drafted.

            23.  Headings.  Article and section  headings in this  Debenture are
included  herein for purposes of  convenience  of  reference  only and shall not
constitute a part of this Debenture for any other purpose.

            24. Remedies,  Characterizations,  Other  Obligations,  Breaches and
Injunctive  Relief.  The remedies provided in this Debenture shall be cumulative
and in addition to all other remedies available under this Debenture,  at law or
in equity  (including,  without  limitation,  a decree of  specific  performance
and/or other  injunctive  relief),  no remedy contained herein shall be deemed a
waiver of compliance with the provisions  giving rise to such remedy and nothing
herein shall limit a Payee's right to pursue  actual  damages for any failure by
the  Company to comply  with the terms of this  Debenture.  Amounts set forth or
provided for herein with  respect to payments and the like (and the  computation
thereof) shall be the amounts to be received by the Payee and shall not,  except
as expressly  provided herein, be subject to any other obligation of the Company
(or the performance  thereof).  The Company  acknowledges that a breach by it of
its obligations  hereunder will cause irreparable and material harm to the Payee
and that the remedy at law for any such breach may be inadequate.  Therefore the
Company agrees that, in the event of any such breach or threatened  breach,  the
Payee shall be entitled, in addition to all other available rights and remedies,
at law or in equity, to seek and obtain such equitable relief, including but not
limited to an  injunction  restraining  any such  breach or  threatened  breach,
without the  necessity  of showing  economic  loss and without any bond or other
security being required.

            25.  Failure or  Indulgence  Not Waiver.  No failure or delay on the
part of the Payee in the  exercise of any power,  right or  privilege  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege.


                                       9
<PAGE>

            26.  Enforcement  Expenses.  The Company agrees to pay all costs and
expenses  of  enforcement  of this  Debenture,  including,  without  limitation,
reasonable attorneys' fees and expenses.

            27. Binding Effect. The obligations of the Company and the Payee set
forth  herein  shall be binding  upon the  successors  and  assigns of each such
party,  whether or not such  successors  or assigns are  permitted  by the terms
hereof.

            28.  Compliance  with  Securities  Laws. The Payee of this Debenture
acknowledges  that this Debenture is being  acquired  solely for the Payee's own
account and not as a nominee for any other party,  and for investment,  and that
the Payee shall not offer,  sell or otherwise  dispose of this  Debenture  other
than in  compliance  with the laws of the United States of America and as guided
by the rules of the Securities and Exchange  Commission.  This Debenture and any
Debenture  issued in substitution  or replacement  therefore shall be stamped or
imprinted with a legend in substantially the following form:

      "THIS DEBENTURE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW 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."

            29.  Severability.  The  provisions of this Debenture are severable,
and if any provision shall be held invalid or  unenforceable in whole or in part
in any jurisdiction,  then such invalidity or unenforceability  shall not in any
manner affect such provision in any other jurisdiction or any other provision of
this Debenture in any jurisdiction.

            30. Consent to  Jurisdiction.  Each of the Company and the Payee (i)
hereby  irrevocably  submits to the  jurisdiction  of the United States District
Court sitting in Central  Florida and the courts of the State of Florida located
in  Hillsborough  County  for the  purposes  of any suit,  action or  proceeding
arising out of or relating to this Debenture and (ii) hereby waives,  and agrees
not to assert in any such suit,  action or proceeding,  any claim that it is not
personally  subject to the jurisdiction of such court,  that the suit, action or
proceeding  is brought in an  inconvenient  forum or that the venue of the suit,
action or proceeding is improper.  Each of the Company and the Payee consents to
process  being served in any such suit,  action or  proceeding by mailing a copy
thereof  to such party at the  address  set forth  herein  and agrees  that such
service  shall  constitute  good and  sufficient  service of process  and notice
thereof.  Nothing in this  Section  29 shall  affect or limit any right to serve
process in any other manner permitted by law.

            31.  Company  Waivers.  Except as  otherwise  specifically  provided
herein, the Company and all others that may become liable for all or any part of
the obligations evidenced by this Debenture,  hereby waive presentment,  demand,
notice of  nonpayment,  protest and all other  demands and notices in connection
with the delivery,  acceptance,  performance  and enforcement of this Debenture,
and do hereby  consent to any number of  renewals of  extensions  of the time or
payment  hereof  and agree  that any such  renewals  or  extensions  may be made
without notice to any such persons and without  affecting their liability herein
and do further  consent to the release of any person liable hereon,  all without
affecting


                                       10
<PAGE>

the liability of the other  persons,  firms or Company liable for the payment of
this Debenture, AND DO HEREBY WAIVE TRIAL BY JURY.

                  (a)  No  delay  or  omission  on the  part  of  the  Payee  in
exercising  its rights  under  this  Debenture,  or course of  conduct  relating
hereto,  shall  operate  as a waiver of such  rights  or any other  right of the
Payee,  nor shall any waiver by the Payee of any such right or rights on any one
occasion be deemed a waiver of the same right or rights on any future occasion.

                  (b) THE COMPANY  ACKNOWLEDGES  THAT THE  TRANSACTION  OF WHICH
THIS DEBENTURE IS A PART IS A COMMERCIAL TRANSACTION,  AND TO THE EXTENT ALLOWED
BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO
ANY  PREJUDGMENT  REMEDY WHICH THE PAYEE OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE
TO USE.

            IN WITNESS  WHEREOF,  the Company has  executed and  delivered  this
Debenture as of the date first written above.

                                    MEDICAL MEDIA TELEVISION, INC.


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