**Vicis
      Capital Master Fund**


Tower
      56,
      Suite 700


126
      E.
      56th Street, 7th Floor


New
      York,
      NY 10022


Phone:
      (212) 909-4600


Fax:
      (212) 909-4601





August
      13, 2007




Medical
      Media Television, Inc.


8406
      Benjamin Road, Suite C


Tampa,
      Florida 33634


Attn:
      Mr.
      Philip M. Cohen





PetCare
      Television Network, Inc.


8406
      Benjamin Road, Suite C


Tampa,
      Florida 33634


Attn:
      Mr.
      Philip M. Cohen





KidCare
      Medical Television Network, Inc.


8406
      Benjamin Road, Suite C


Tampa,
      Florida 33634


Attn:
      Mr.
      Philip M. Cohen





African
      American Medical Network, Inc.


8406
      Benjamin Road, Suite C


Tampa,
      Florida 33634


Attn:
      Mr.
      Philip M. Cohen





Re:
            Proposal
                to Accept Collateral in Partial Satisfaction of
                Debt




Dear
      Mr.
      Cohen:




Reference
      is made to (i) those certain debt instruments listed on Schedule
      1 attached
      hereto (the “Notes”) issued by Medical Media Television, Inc. (“MMTV”) in favor
      of Vicis Capital Master Fund (“Vicis”), (ii) that certain Security Agreement
      dated as of February 1, 2007 executed by MMTV in favor of Vicis (the “MMTV
      Security Agreement”), (iii) that certain Stock Pledge and Escrow Agreement dated
      as of February 1, 2007 executed by MMTV in favor of Vicis (the “Pledge
      Agreement”), (iv) those certain Guaranty Agreements (the “Guaranties”) dated as
      of February 1, 2007 executed by each of PetCare Television Network, Inc.
      (“PetCare”), KidCare Medical Television Network, Inc. (“KidCare”), African
      American Medical Network, Inc. (“African American” and, together with PetCare
      and KidCare, the “Guarantors”) in favor of Vicis and (v) those certain Guarantor
      Security Agreements (the “Guarantor Security Agreements” and, together with the
      Notes, the MMTV Security Agreement, the Pledge Agreement and the Guaranties,
      the
“Loan Documents”) dated as of February 1, 2007 executed by each of the
      Guarantors.









MMTV
      and
      the Guarantors are in default under the Loan Documents for, among other things,
      failing to make payment to Vicis as required by the Loan Documents. As of July
      31, 2007, the amount owing by MMTV and the Guarantors to Vicis under the Notes
      and otherwise is $3,076,057.47, which amount shall increase from and after
      the
      date of this letter in accordance with the terms of the Loan Documents (such
      amount referred to herein as the “Debt”). The Debt is secured by a properly
      perfected first priority security interest in all of MMTV’s and the Guarantors’
assets.




Pursuant
      to Section 679.620 of the Florida Statutes, Vicis hereby proposes to accept
      the
      collateral listed on Schedule
      2 attached
      hereto (the “Collateral”) in partial satisfaction of the Debt in the amount of
      $1,764,668.00. Vicis hereby directs MMTV to deliver the Collateral to Care
      Media
      Holdings Corp. (“Care Media”) and take such further actions described in the
      attached Agreement, Acknowledgment and Consent.




The
      acceptance by Vicis of the Collateral in partial satisfaction of the Debt shall
      be effective August 13, 2007 if MMTV signs the attached Agreement,
      Acknowledgment and Consent and returns it to us by August 13, 2007.




MMTV's
      consent and any objections should be sent to our address at the top of this
      letter.




If
      you
      have any questions, you may call us at the telephone number indicated
      above.


Sincerely,
              
              Vicis
                Capital Master Fund
              By:
                Vicis Capital LLC/s/ Keith HughesBy:
              Keith HughesIts: Chief Financial
              Officer







2


**AGREEMENT,
      ACKNOWLEDGMENT AND CONSENT**





MMTV
      and
      the Guarantors hereby (i) acknowledge, agree and reaffirm that (a) the Loan
      Documents constitute legal, valid and binding obligations of MMTV and the
      Guarantors, enforceable against each of them in accordance with their terms,
      (b)
      MMTV and the Guarantors are liable, without defense, offset or counterclaim
      of
      any kind or nature to Vicis in an amount equal to the Debt and (c) the Debt
      is
      secured by a properly perfected first priority security interest in all of
      the
      assets of MMTV and the Guarantors, (ii) acknowledge and agree that MMTV and
      the
      Guarantors are in default under the Loan Documents (iii) waive any notice
      required (or any noncompliance with any notice requirement) under the Florida
      Statues.




Each
      of
      MMTV and the Guarantors does hereby release and forever discharge Care Media,
      Vicis and (a) all affiliates, subsidiaries (direct and indirect), parent
      companies (direct and indirect) and controlling persons of Care Media and Vicis,
      (b) all present and former officers, directors, stockholders, partners,
      employees, attorneys, agents and other representatives of Care Media, Vicis
      and
      each of the persons and entities referenced in clause (a), and (c) all
      predecessors, successors, successors-in-interest, assigns, heirs, executors,
      administrators and representatives of Care Media, Vicis and the persons and
      entities referenced in either of clauses (a) or (b), from any and all
      Claims (as defined below). As used herein, the term “Claims” shall be
      interpreted in it broadest possible sense and shall mean any and all actions,
      causes of action, counterclaims, suits, debts, dues, sums of money, accounts,
      reckonings, bonds, bills, specialties, covenants, contracts, controversies,
      agreements, promises, variances, trespasses, damages, judgments, extents,
      executions, rights, claims, demands, liabilities, losses, rights to
      reimbursement, subrogation, indemnification or other payment, costs or expenses,
      whether in law or in equity, of any nature whatsoever, known or unknown,
      suspected or unsuspected, fixed or contingent, and whether representing a past,
      present or future obligation, that are connected with, arise out of, relate
      to
      or are otherwise based as a whole or in part on any acts, omissions, facts,
      matters, transactions or occurrences prior to the date hereof, directly or
      indirectly relating to any aspect of any of the dealings or relationships
      between MMTV or the Guarantors, on the one hand, and Care Media, Vicis and
      the
      other persons or entities listed in clauses (a)-(c) above, on the other hand.
      Without limiting the generality of the foregoing, the terms “Claims” shall
      include the Loan Documents. Each of MMTV and the Guarantors further agrees
      not
      to exercise any right or remedy or take any action whatsoever (whether directly
      or indirectly, individually or in participation with others) against Care Media,
      Vicis and the other persons or entities listed in clauses (a)-(c) above with
      respect to the Claims.




MMTV
      and
      the Guarantors further agree to execute such further documents and perform
      such
      further acts as may be reasonably necessary to effect the transfer of Collateral
      to Care Media, including, without limitation, (a) executing a transfer and
      assignment of the MMTV mark in a form reasonably acceptable to Vicis and Care
      Media, (b) executing a joint instruction to escrow agent in order to release
      the
      PetCare and KidCare stock certificates from escrow under the Pledge Agreement
      and delivering same, duly endorsed for transfer or with duly executed stock
      powers attached, together with any applicable stamp taxes or transfer fees,
      and
      (c) delivering all books and records of PetCare and KidCare in the possession
      of
      MMTV to Care Media.




3




By
      signing below, MMTV and the Guarantors agree to the foregoing and consent to
      Vicis’s acceptance of the Collateral in partial satisfaction of the Debt as
      described in this letter. MMTV and the Guarantors understand that they will
      continue to be indebted to Vicis under certain other instruments after Vicis
      has
      accepted the Collateral in partial satisfaction of the Debt.




Dated
      this 13th day of August, 2007.




MEDICAL MEDIA TELEVISION,
              INC./s/ Philip M. CohenPhilip
                M. Cohen
              President
                and Chief Executive Officer




GUARANTORS:
              
              PETCARE
                TELEVISION NETWORK, INC./s/ Philip M. CohenPhilip
                M. Cohen
              President
                and Chief Executive Officer




KIDCARE MEDICAL TELEVISION NETWORK,
              INC./s/ Philip M. CohenPhilip
                M. Cohen
              President
                and Chief Executive Officer  AFRICAN AMERICAN MEDICAL NETWORK,
              INC./s/ Philip M. CohenPhilip
                M. Cohen
              President
                and Chief Executive Officer





4




**SCHEDULE
      1**





**THE
      NOTES**





**Note**
            
            **Principal
                Amount**
            
            **Accrued
                and Unpaid Interest****1**
            
            **Total
                Value****2**15%
                Series B Convertible Debenture Due May 5, 20073
            
            $
            250,000.00
            
            
            85,000
            
            $
            335,000.0010%
                Secured Convertible Promissory Note Due August 11, 20074
            
            $
            1,302,000.00
            
            
            127,668
            
            $
            1,429,668.0010%
                Secured Convertible Promissory Note Due August 11, 20075
            
            $
            250,000.00
            
            
            12,431
            
            $
            262,431.0010%
                Secured Convertible Promissory Note Due August 11, 20076
            
            $
            200,000.00
            
            
            4,167
            
            $
            204,167.0010%
                Secured Convertible Promissory Note Due August 11, 20077
            
            $
            200,000.00
            
            
            2,500
            
            $
            202,500.0010%
                Secured Convertible Promissory Note Due August 11, 20078
            
            $
            200,000.00
            
            
            1,722
            
            $
            201,722.0010%
                Secured Convertible Promissory Note Due August 11, 20079
            
            $
            325,000.00
            
            
            0
            
            $
            325,000.00TOTAL
            
            **$**
            **2,727,000.00**
            
            
            **233,488**
            
            **$**
            **2,960,488.00**




**OTHER
      DEBT**





Accrued
                and Unpaid Interest on Prior Bridge Loans
            
            $
            72,909.47Liquidated
                Damages under Registration Rights Agreement
            
            $
            42,660.00








1 At July
        31, 2007.
  2 At July
        31, 2007.
  3 Issued
        May 5, 2005.
  4 Issued
        August 11, 2006.
  5 Issued
        February 1, 2007.
  6 Issued
        May 16, 2007.
  7 Issued
        June 15, 2007.
  8 Issued
        June 29, 2007.
  9 Issued
        July 31, 2007.




5




**SCHEDULE
      2**





**THE
      COLLATERAL**





|1. | All
              rights title and interest of MMTV in the 1,000 shares of common stock
              of
              KidCare represented by share certificate no. 1, which is held by Quarles
              and Brady LLP as escrow agent pursuant to the Pledge
              Agreement.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|2. | All
              rights title and interest of MMTV in the 1,000 shares of common stock
              of
              PetCare represented by share certificate no. 1, which is held by Quarles
              and Brady LLP as escrow agent pursuant to the Pledge
              Agreement.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|3. | All
              rights title and interest of MMTV in the mark “Medical Media Television,
              Inc.” and the goodwill associated with such
              mark.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|4. | All
              books and records of PetCare and KidCare held by
              MMTV.
|-- | --------------------------------------------------------------------------------------







6