**THIS
      SECURED PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND
      NOT
      FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN
      COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE** **“ACT”).
      THIS LEGEND SHALL BE ENDORSED UPON ANY PROMISSORY NOTE ISSUED IN EXCHANGE FOR
      THIS SECURED PROMISSORY NOTE.**






**MEDICAL
      MEDIA TELEVISION, INC.**






**SECURED
      PROMISSORY NOTE**




**Due
      August 11, 2007**




Tampa,
                Florida
            $200,000May
                16, 2007







FOR
      VALUE
      RECEIVED, upon the terms and subject to the conditions set forth in this secured
      promissory note (this “Note”), MEDICAL MEDIA TELEVISION, INC., a Florida
      corporation with its principal place of business at 8406 Benjamin Road, Suite
      C,
      Tampa, Florida 33634, (the “Company”), absolutely and unconditionally promises
      to pay to the order of VICIS CAPITAL MASTER FUND (the “Payee” or “Holder”), upon
      due presentation and surrender of this Note, on August 11, 2007 (the “Maturity
      Date”), unless earlier converted pursuant to Section 3.1 hereof, the
      principal amount of TWO HUNDRED THOUSAND DOLLARS ($200,000) and accrued interest
      thereon as hereinafter provided. This Note, with an effective date of May 1,
      2007, is issued in connection with a certain Note Purchase Agreement, of even
      date herewith, between the Company and the Holder (the “Purchase Agreement”),
      all terms of which are incorporated herein by this reference and hereby made
      a
      part of this Note. Capitalized terms not defined herein shall have the meanings
      ascribed to them in the Purchase Agreement. By its acceptance of this Note,
      the
      Holder agrees to be bound by the terms of the Purchase Agreement.




1


**ARTICLE
      I**


**PAYMENT
      OF PRINCIPAL AND INTEREST; METHOD OF PAYMENT**




1.1  Payment
      of Principal .
      Payment
      of the principal of this Note (and any interest accrued thereon) shall be made
      in U.S. dollars in immediately available funds. This Note may be prepaid at
      any
      time so long as all principal and interest due through the Maturity Date of
      the
      Note are paid.




1.2  Payment
      of Interest .
      Simple
      interest shall accrue on the unpaid portion of the principal amount from time
      to
      time outstanding at the rate of ten percent (10%) per annum (the “Stated
      Interest Rate”), and become payable to the Payee on the Maturity Date. Interest
      shall be paid in U.S. dollars in immediately available funds.




1.3  Payment
      on Non-Business Days .
      If the
      outstanding principal and accrued but unpaid interest under this Note becomes
      due and payable on a Saturday, Sunday or public holiday under the laws of the
      State of New York, the due date hereof shall be extended to the next succeeding
      full business day and interest shall be payable at the rate of ten (10%) percent
      per annum during such extension. All payments received by the Holder shall
      be
      applied first to the payment of all accrued interest payable
      hereunder.




1.4  Late
      Fee .
      In the
      event any payment of principal or interest or both shall remain unpaid for
      a
      period of ten (10) days or more after the due date thereof, a one-time late
      charge equivalent to six percent (6%) of each unpaid amount shall be
      charged.




1.5  Adjustment
      of Stated Interest Rate .




(a)  After
      an
      Event of Default and acceleration of the Maturity Date by the Holder the Stated
      Interest Rate shall be adjusted to a rate of twenty percent (20%) per annum,
      subject to the limitations of applicable law.




(b)  Regardless
      of any other provision of this Note or other Transaction Document, if for any
      reason the interest paid should exceed the maximum lawful interest, the interest
      paid shall be deemed reduced to, and shall be, such maximum lawful interest,
      and
      (i) the amount which would be excessive interest shall be deemed applied to
      the
      reduction of the principal balance of this Note and not to the payment of
      interest, and (ii) if the loan evidenced by this Note has been or is thereby
      paid in full, the excess shall be returned to the party paying same, such
      application to the principal balance of this Note or the refunding of excess
      to
      be a complete settlement and acquittance thereof.




**ARTICLE
      II**


**SECURITY**




The
      obligations of the Company under this Note are secured pursuant to a security
      interests on assets, tangible and intangible, of the Company granted by the
      Company to the Holder pursuant to a security agreement, dated as of February
      1,
      2007, and a stock pledge agreement, dated as of February 1, 2007, referred
      to in
      the Purchase Agreement. In addition, PetCARE Television Network, Inc., a Florida
      corporation, African American Medical Network, Inc., a Florida corporation,
      and
      KidCARE Medical Television Network, Inc., a Florida corporation, each a
      subsidiary of the Company (each a “Subsidiary”), have executed in favor of the
      Holder a certain guaranty agreement, dated as of February 1, 2007, guaranteeing
      the full and unconditional payment when due of the amounts payable by the
      Company to the Holder pursuant to the terms of this Note. The obligations of
      each Subsidiary under its guaranty agreement are secured pursuant to security
      interests in the assets, tangible and intangible, of each Subsidiary granted
      by
      each Subsidiary to the Holder pursuant to a security agreement, dated as of
      February 1, 2007, referred to in the Purchase Agreement.


2


**ARTICLE
      III**


**MISCELLANEOUS**




3.1  Default .
      Upon
      the occurrence of any one or more of the Events of Default specified or referred
      to in the Purchase Agreement all amounts then remaining unpaid on this Note
      may
      be declared to be immediately due and payable as provided in the Purchase
      Agreement.




3.2  Collection
      Costs .
      Should
      all or any part of the indebtedness represented by this Note be collected by
      action at law, or in bankruptcy, insolvency, receivership or other court
      proceedings, or should this Note be placed in the hands of attorneys for
      collection after default, the Company hereby promises to pay to the Holder,
      upon
      demand by the Holder at any time, in addition to the outstanding principal
      and
      all (if any) other amounts payable on or in respect of this Note, all court
      costs and reasonable attorneys' fees and other collection charges and expenses
      incurred or sustained by the Holder.




3.3  Rights
      Cumulative .
      The
      rights, powers and remedies given to the Payee under this Note shall be in
      addition to all rights, powers and remedies given to it by virtue of the
      Purchase Agreement, any document or instrument executed in connection therewith,
      or any statute or rule of law.




3.4  No
      Waivers .
      Any
      forbearance, failure or delay by the Payee in exercising any right, power or
      remedy under this Note, the Purchase Agreement, any documents or instruments
      executed in connection therewith or otherwise available to the Payee shall
      not
      be deemed to be a waiver of such right, power or remedy, nor shall any single
      or
      partial exercise of any right, power or remedy preclude the further exercise
      thereof.




3.5  Amendments
      in Writing .
      No
      modification or waiver of any provision of this Note, the Purchase Agreement
      or
      any documents or instruments executed in connection therewith shall be effective
      unless it shall be in writing and signed by both parties, and any such
      modification or waiver shall apply only in the specific instance for which
      given.




3


3.6  Governing
      Law .
      This
      Note and the rights and obligations of the parties hereto, shall be governed,
      construed and interpreted according to the laws of the State of New York,
      wherein it was negotiated and executed. IN
      ANY
      LAWSUIT IN CONNECTION WITH THIS NOTE, THE UNDERSIGNED CONSENTS AND AGREES THAT
      THE STATE AND FEDERAL COURTS WHICH SIT IN THE STATE OF NEW YORK, COUNTY OF
      NEW
      YORK SHALL HAVE EXCLUSIVE JURISDICTION OF ALL CONTROVERSIES AND DISPUTES ARISING
      HEREUNDER. THE COMPANY WAIVES THE RIGHT IN ANY LITIGATION ARISING HEREUNDER
      WITH
      THE PAYEE (WHETHER OR NOT ARISING OUT OF OR RELATING TO THIS NOTE) TO TRIAL
      BY
      JURY.




3.7  Successors .
      The
      term “Payee” and “Holder” as used herein shall be deemed to include the Payee
      and its successors, endorsees and assigns.




3.8  Notices .
      All
      notices, demands or other communications given hereunder shall be in writing
      and
      shall be sufficiently given if delivered either personally or by a nationally
      recognized courier service marked for next business day delivery or sent in
      a
      sealed envelope by first class mail, postage prepaid and either registered
      or
      certified, addressed as follows:




(a)  if
      to the
      Company:




Mr.
      Philip Cohen, President/CEO


Medical
      Media Television, Inc.


8406
      Benjamin Road, Suite C


Tampa,
      FL
      33634


Phone:
      (813) 888-7330


Fax:
      (813) 888-7375




(b)  if
      to the
      Holder:




Vicis
      Capital Master Fund


c/o
      Vicis
      Capital LLC


Tower
      56,
      Suite 700


126
      E.
      56th Street, 7th Floor


New
      York,
      NY 10022


Phone:
      (212) 909-4600


Fax:
      (212) 909-4601


Attn:
      Shad Stastney


(or
      at
      such other address as the Holder may have furnished in writing to the
      Company)




3.9  Certain
      Waivers .
      The
      Company hereby irrevocably waives notice of acceptance, presentment, notice
      of
      nonpayment, protest, notice of protest, suit and all other conditions precedent
      in connection with the delivery, acceptance, collection and/or enforcement
      of
      this Note or any collateral or security therefor. To the extent it may lawfully
      do so, the Company hereby agrees not to insist upon or plead or in any manner
      whatsoever claim, and will resist any and all efforts to be compelled to take
      the benefit or advantage of, usury laws wherever enacted, now or at any time
      hereafter in force, in connection with any claim, action or proceeding that
      may
      be brought by any Purchaser in order to enforce any right or remedy under any
      Transaction Document.




4


3.10  Mutilated,
      Lost, Stolen or Destroyed Notes .
      In case
      this Note shall be mutilated, lost, stolen or destroyed, the Company shall
      issue
      and deliver in exchange and substitution for and upon cancellation of the
      mutilated Note, or in lieu of and substitution for the Note, mutilated, lost,
      stolen or destroyed, a new Note of like tenor and representing an equivalent
      right or interest, but only upon receipt of evidence satisfactory to the Company
      of such loss, theft or destruction and an indemnity, if requested, also
      satisfactory to it.




3.11  Transfer
      and Assignment .
      The
      Holder may transfer or assign this Note without the consent of the Company.
      The
      Company may not transfer or assign this Note or its obligations hereunder
      without the consent of the Holder.




3.12  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 Note 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.






5


IN
      WITNESS WHEREOF, Medical Media Television, Inc. has caused this Note to be
      signed by its Chief Executive Officer and to be dated the day and year first
      above written.






ATTEST
                [SEAL]
              
              /s/
                Teresa J. Bray
              
              Teresa
                J. Bray
              Corporate
                Secretary
            **MEDICAL
                MEDIA TELEVISION, INC.**
              
              /s/
                Philip M. Cohen
              
              Philip
                M. Cohen
              President
                and Chief Executive Officer







6