MERGER AGREEMENT

      This Merger Agreement (this  "Agreement") is dated May __, 2005, and is by
and among African American  Medical Network,  Inc., a company duly organized and
existing  under the laws of the  State of  Florida,  having a place of  business
located at 6601 Center Drive West,  Suite 521, Los  Angeles,  California  90045,
(hereinafter  referred  to as "Target  Company");  AFMN,  Inc.,  a company  duly
organized and existing  under the laws of the State of Delaware,  having a place
of  business  located  at 6601  Center  Drive  West,  Suite  521,  Los  Angeles,
California 90045 (hereinafter referred to as "AFMN");  Medical Media Television,
Inc.  f/k/a  PetCARE  Television  Network,  Inc., a company duly  organized  and
existing  under the laws of the  State of  Florida,  having a place of  business
located at 8406  Benjamin  Road,  Suite C,  Tampa,  Florida  33634  (hereinafter
referred to as "Medical Media");  and AAMN Acquisition Sub, Inc., a company duly
organized and existing under the laws of the State of Florida, having a place of
business  located  at  8406  Benjamin  Road,  Suite  C,  Tampa,   Florida  33634
(hereinafter referred to as "Acquisition Sub").

                                    RECITALS

      WHEREAS,  Medical Media desires to acquire one hundred  percent  (100%) of
the capital stock of Target Company by issuing  14,865,657  shares of the common
stock of Medical Media to AFMN;

      WHEREAS,  in order to accomplish  the above and enable AFMN to receive the
shares of Medical Media without  having to recognize  income for federal  income
tax  purposes,  the  acquisition  of Target  Company  is being  structured  as a
"reverse  triangular  merger," intended to qualify as a tax-free  reorganization
within the meaning of Section 368(a)(2)(E) of the Internal Revenue Code of 1986,
as amended (the "Code");

      WHEREAS, the respective Boards of Directors of Medical Media,  Acquisition
Sub, and Target  Company  have  determined  that it is in the best  interests of
their respective  companies and stockholders that Acquisition Sub merge with and
into Target  Company (the  "Merger")  with Target  Company  being the  surviving
corporation;

      WHEREAS,  Medical Media, as the sole  stockholder of Acquisition  Sub, and
AFMN, as the sole  stockholder of Target Company,  have approved this Agreement,
the Merger and the  transactions  contemplated  by this  Agreement  pursuant  to
action  taken by written  consent in  accordance  with the  requirements  of the
Florida  Business  Corporation  Act  ("FBCA") and the  requirements  of Delaware
General Corporation Law ("DGCL");

      WHEREAS,   pursuant  to  the  terms  and   conditions  set  forth  herein,
Acquisition  Sub will be  merged  with and into  Target  Company,  and AFMN will
receive  14,865,657  shares of the common stock of Medical Media in exchange for
all of AFMN's shares of the capital stock of Target Company.

      NOW THEREFORE, the parties hereto hereby agree as follows:


                                      -1-
<PAGE>

                                    ARTICLE 1

                                   THE MERGER

      1.1. The Merger. Upon the terms and subject to the conditions set forth in
this Agreement,  Acquisition Sub shall be merged with and into Target Company on
the Closing  Date (as defined in Section 3.1 below),  by filing with the Florida
Secretary of State fully executed Articles of Merger, in a form identical in all
material  respects  to that  attached  hereto as Exhibit "A" (the  "Articles  of
Merger"),  and such other  documents  as may be  required by  applicable  law to
effectuate  the Merger.  As a result of the Merger,  the  separate  existence of
Acquisition Sub shall cease;  all of the  outstanding  shares of common stock of
Target  Company shall be exchanged for the shares of the common stock of Medical
Media in accordance  with Article 2. below;  and upon the filing of the Articles
of Merger with the Florida Secretary of State,  Target Company shall possess all
the rights, privileges, immunities, powers, purposes and all property, causes of
action and every other asset of  Acquisition  Sub that it merged with, and shall
assume and be liable  for all the  liabilities,  obligations  and  penalties  of
Acquisition  Sub in accordance  with Florida law. The Articles of  Incorporation
and Bylaws of Target Company,  as in effect  immediately  prior to the Effective
Date,  shall  continue  in full force and effect and shall not be changed in any
manner by the Merger.

                                    ARTICLE 2

                              MERGER CONSIDERATION

      2.1. The Merger  Consideration.  As of the  Effective  Date (as defined in
Section  3.2 below),  as a result of the Merger and without any other  action on
the part of the  stockholders,  AFMN  shall  receive  14,865,657  shares  of the
authorized,  but previously unissued, common capital stock of Medical Media (the
"Medical  Media  Shares")  in  exchange  for all of the issued  and  outstanding
capital stock of Target Company.

                                    ARTICLE 3

                             CLOSING; EFFECTIVE DATE

      3.1 Closing.  The closing  contemplated by Sections 1.1 and 2.1 above (the
"Closing")  shall be held at the offices of Bush Ross,  P.A., 220 South Franklin
Street,  Tampa,  Florida 33602,  within three (3) business days of the date upon
which  the  registration  statement  on Form S-4 is  declared  effective  by the
Securities and Exchange Commission (the  "Commission"),  unless another place or
time is agreed upon in writing by the parties (the "Closing Date").

      3.2 Effective  Date of Merger.  After the Closing,  the Articles of Merger
executed by the parties on the Closing Date shall be  immediately  submitted for
filing with the  Secretary  of State of the State of  Florida.  The date of such
filing,  or such other date as the parties may agree upon in writing pursuant to
applicable  law,  shall be the  effective  date of the  Merger  (the  "Effective
Date").


                                      -2-
<PAGE>

                                   ARTICLE 4

                 RELATED TRANSACTIONS AND ADDITIONAL AGREEMENTS

      4.1 Registration  Statement.  Medical Media hereby agrees to file, as soon
as practicable after the execution of this Agreement,  a registration  statement
on Form S-4 ("Registration  Statement") with the Commission registering for sale
the Medical Media Shares.  AFMN hereby agrees that, as soon as practicable after
the  Closing  Date,  AFMN  will  distribute  the  Medical  Media  Shares  to its
shareholders on a pro-rata basis;  provided,  however,  the Medical Media Shares
distributed by AFMN will have the same characteristics as the shares held by the
AFMN  shareholders  as of  the  Closing  Date  of  this  Agreement,  i.e.,  if a
shareholder  has restricted  shares of AFMN then such  shareholder  will receive
restricted shares of Medical Media (regardless of registration), and likewise if
a shareholder has unrestricted shares of AFMN then such shareholder will receive
unrestricted shares of Medical Media;  provided,  however,  prior to making such
distribution,  AFMN shall make reasonable  efforts to redeem  outstanding shares
from each of its shareholders owning twenty (20) or less shares of common stock.
AFMN hereby  acknowledges  that, at Medical  Media's option,  shares  underlying
convertible  preferred  shares,  convertible  debentures,  warrants,  or options
outstanding  as of the  Closing  Date also will be  registered  pursuant  to the
Registration Statement.

      4.2 Board of Directors of Medical Media; Target Company and Newco.

            (a) On the Closing Date,  shareholders of Medical Media will execute
      a Written  Action in Lieu of  Special  Meeting  of  Shareholders  to elect
      Philip M. Cohen  (Chairman of the Board),  Christopher  Phillips,  J. Holt
      Smith, Charles V. Richardson, Randall Maxey, Bernard Kouma, and Jeffrey I.
      Werber to serve as members of its Board of  Directors  until  December 31,
      2005.

            (b) On the  Closing  Date,  shareholders  of Newco  (as  defined  in
      Section  4.4(a)  hereof) will execute a Written  Action in Lieu of Special
      Meeting of  Shareholders to elect Philip M. Cohen (Chairman of the Board),
      Christopher  Phillips, J. Holt Smith, Bernard Kouma, and Jeffrey I. Werber
      to serve as members of its Board of Directors until December 31, 2005.

            (c) On the Closing Date, shareholders of Target Company will execute
      a Written  Action in Lieu of  Special  Meeting  of  Shareholders  to elect
      Philip M. Cohen  (Chairman of the Board),  Christopher  Phillips,  J. Holt
      Smith, Charles V. Richardson, and Randall Maxey to serve as members of its
      Board of Directors until December 31, 2005.

      4.3 Employment Agreements.

            (a) On and after the Closing Date, the  employment  agreement by and
      between  Medical  Media and Philip M.  Cohen,  a copy of which is attached
      hereto as Schedule 4.3(a), shall remain in full force and effect.


                                      -3-
<PAGE>

            (b) On the Closing Date,  Medical  Media and Donald R.  Mastropietro
      shall execute an employment  agreement  substantially in the form attached
      hereto as Exhibit "B".

            (c) On the  Closing  Date,  Medical  Media and  Teresa J. Bray shall
      execute an employment agreement  substantially in the form attached hereto
      as Exhibit "C".

      4.4 Medical Media Restructuring.

            (a) Formation of Wholly-Owned Subsidiary..  On or before the Closing
      Date,  Medical  Media shall (i) form a  corporation  under the laws of the
      State of Florida,  which  shall be a  wholly-owned  subsidiary  of Medical
      Media  having  the  corporate  name  "PetCARE  Television  Network,  Inc."
      ("Newco").

            (b) Conversion of Promissory Notes.

                  (i)  Medical   Media  is  the  obligor   under  the  following
            convertible  promissory notes issued to Pet Edge, LLC (collectively,
            the "Pet Edge Notes"):

                        (A) that  certain  Senior  Convertible  Promissory  Note
                  issued to Pet Edge,  LLC, dated March 10, 2003 in the original
                  principal amount of $1,000,000;

                        (B) that  certain  Senior  Convertible  Promissory  Note
                  issued to Pet Edge,  LLC,  dated May 28, 2003 in the  original
                  principal amount of $50,000;

                        (C) that  certain  Senior  Convertible  Promissory  Note
                  issued to Pet Edge,  LLC,  dated June 6, 2003 in the  original
                  principal amount of $50,000; and

                        (D) that  certain  Senior  Convertible  Promissory  Note
                  issued to Pet Edge,  LLC,  dated July 1, 2003 in the  original
                  principal amount of $275,000.

            The Pet Edge Notes were amended by that certain  Amendment to Senior
            Convertible Promissory Notes, dated November 10, 2003 (the "Pet Edge
            Note Amendment"). A copy of each Pet Edge Note and the Pet Edge Note
            Amendment is attached hereto as Schedule 4.4(b)(i).

            On or before the Closing  Date,  Medical Media shall convert the Pet
            Edge Notes into (1) "Series A Zero Coupon  Preferred  Stock,"  which
            preferred  stock shall (i) have a senior  liquidation  preference of
            $1,375,000,  (ii) be  convertible  into  shares of  Medical  Media's
            common stock at a fixed  conversion  price of Two and 40/100 Dollars
            ($2.40)  per  share,  and  (iii)  have  preemptive  rights  on an as
            converted  basis;  or (2) the  number  of  shares  of  common  stock
            issuable pursuant to the terms of the Pet Edge Notes. If the holders
            of the Pet Edge  Notes  elect to  convert  the Pet Edge  Notes  into
            Series A Zero Coupon Preferred  Stock,  Medical Media shall issue to
            Pet  Edge,  LLC  three  hundred  percent  (300%)  warrant  coverage,
            calculated on the number of shares of Medical  Media's  common stock
            issuable upon conversion of the Series A Zero Coupon Preferred Stock
            (the "Pet Edge Stock  Warrants").  The Pet Edge Stock Warrants shall
            have a term of five (5) years and a strike  price of  fifteen  cents
            ($0.15).


                                      -4-
<PAGE>

                  (ii)  Medical   Media  is  the  obligor  under  the  following
            convertible promissory notes (the "Convertible Promissory Notes"):

                        (A) that certain  Convertible  Promissory Note issued to
                  Mark Maltzer  dated June 10, 2003,  in the original  principal
                  amount of $50,000;

                        (B) that  certain  Subordinated  Convertible  Promissory
                  Note issued to Victus  Capital,  LLC, dated February 13, 2004,
                  in the original principal amount of $1,000,000, which note was
                  subsequently assigned to Vicis Capital, LLC;

                        (C) that  certain  Subordinated  Convertible  Promissory
                  Note issued to Victus Capital, LLC, dated July 27, 2004 in the
                  original  principal  amount  of  $1,000,000,  which  note  was
                  subsequently assigned to Vicis Capital, LLC; and

                        (D) that certain Series A Convertible  Debenture  issued
                  to Vicis  Capital,  LLC,  dated March 11, 2005 in the original
                  principal amount of $250,000.

            A copy of each  Convertible  Promissory  Note is attached  hereto as
            Schedule  4.4(b)(ii).  On or before the Closing Date,  Medical Media
            shall convert the  Convertible  Promissory  Notes into (1) "Series B
            Zero Coupon Preferred  Stock," which preferred  stock,  after giving
            effect  to the  Series A Zero  Coupon  Preferred  Stock  liquidation
            preference  described  in  Section  4.4(b)(i)  hereof,  shall have a
            liquidation preference of $2,300,000,  and shall be convertible into
            shares of Medical Media's common stock at a fixed  conversion  price
            of Three Dollars  ($3.00) per share;  or (2) the number of shares of
            Medical  Media's common stock issuable  pursuant to the terms of the
            Convertible  Promissory  Notes.  If the  holders of the  Convertible
            Promissory  Notes elect to convert the Convertible  Promissory Notes
            into Series B Zero Coupon Preferred Stock, Medical Media shall issue
            to the  holders  of the  Convertible  Promissory  Notes two  hundred
            twenty five  percent  (225%)  warrant  coverage,  calculated  on the
            number of shares of  Medical  Media's  common  stock  issuable  upon
            conversion  of  the  Series  B  Zero  Coupon  Preferred  Stock  (the
            "Convertible  Note  Stock  Warrants").  The  Convertible  Note Stock
            Warrants  shall have a term of five (5) years and a strike  price of
            fifteen cents ($0.15).

            (c) Payment of Obligations.  On or before the Closing Date,  Medical
      Media shall have satisfied the following liabilities:

            (i)  Promissory  Note  dated  May 16,  2002 by and  between  PetCARE
            Television  Network,  Inc. and James Calaway in the principal amount
            of  $100,000.   The  parties  agree  the  current  balance  on  this
            obligation is $91,500.


                                      -5-
<PAGE>

            (ii)  Promissory  Note  dated  June 7, 2002 by and  between  PetCARE
            Television Network,  Inc. and Daniel V. Hugo in the principal amount
            of $25,000. The parties agree the current balance on this obligation
            is $25,000.

            (iii)  Promissory  Note  dated June 5, 2002 by and  between  PetCARE
            Television Network,  Inc. and Robert and Janna Hugo in the principal
            amount of $6,000.  The  parties  agree the  current  balance on this
            obligation is $6,000.

            (iv)  Promissory  Note  dated  June 5, 2002 by and  between  PetCARE
            Television  Network,  Inc.  and  Robert  and  Jamie  Turner  in  the
            principal amount of $5,000. The parties agree the current balance on
            this obligation is $5,000.

                                    ARTICLE 5

            REPRESENTATIONS AND WARRANTIES OF AFMN AND TARGET COMPANY

      AFMN and Target Company,  jointly and severally,  represent and warrant to
Medical Media and Acquisition Sub as follows:

      5.1 Organization,  Power, Standing and Qualification.  Target Company is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of Florida and has full corporate or other power and authority
to carry on its business as it is now being conducted and to own and operate the
properties  and assets now owned and operated by it. AFMN is a corporation  duly
organized, validly existing, and in good standing under the laws of the State of
Delaware  and has full  corporate  or other power and  authority to carry on its
business as it is now being  conducted and to own and operate the properties and
assets now owned and  operated  by it.  Each of Target  Company and AFMN is duly
qualified to do business and is in good standing in each and every  jurisdiction
where the  failure to qualify  or to be in good  standing  would have an adverse
effect  upon  its  financial  condition,  the  conduct  of its  business  or the
ownership of its assets.

      5.2 Authority. Each of Target Company and AFMN has the requisite corporate
power and authority to enter into this Agreement and to carry out its respective
obligations  hereunder.  The  execution  and delivery of this  Agreement and the
consummation of the transactions  contemplated  hereby have been duly authorized
and  approved  by the  Board of  Directors  of Target  Company  and AFMN and the
shareholders of Target Company and AFMN; and no other  corporate  proceedings on
the part of Target  Company  or AFMN is  necessary  to  approve  and adopt  this
Agreement or to approve the consummation of the Merger contemplated hereby. This
Agreement has been duly and validly executed and delivered by Target Company and
AFMN and  constitutes a valid and binding  agreement of Target Company and AFMN,
enforceable in accordance with its terms.


                                      -6-
<PAGE>

      5.3 Absence of Breach;  No  Consents.  Except as set forth in Schedule 5.3
attached hereto,  the execution,  delivery and performance of this Agreement and
the consummation of the transactions  contemplated  hereby does not and will not
(a)  conflict  with,  and will not result in a breach of, any  provision  of the
Articles of Incorporation or Bylaws of Target Company; (b) conflict with, result
in a breach  of or a  default  under,  cause the  acceleration  of any  payments
pursuant to, or otherwise impair the good standing, validity or effectiveness of
any material agreement,  contract,  indenture, loan or credit agreement,  lease,
mortgage,  or any other material agreement or instrument to which Target Company
is a party or by which it or any of its material  properties  may be affected or
bound;  (c) violate any material  provision of law,  rule or regulation to which
Target  Company is subject or any order,  writ,  judgment,  injunction,  decree,
determination,  or award  affecting or binding upon Target Company or any of its
material properties, or cause the suspension or revocation of any authorization,
consent,  permit,  approval or license,  presently in effect,  which  affects or
binds Target Company or any of its material  properties;  (d) constitute grounds
for the loss or  suspension  of any  permits,  licenses or other  authorizations
material to the  business,  condition  (financial or  otherwise),  operations or
prospects of Target Company; or (e) require the authorization, consent, approval
or license of any third  party of such a nature  that the  failure to obtain the
same would have a material adverse effect on the business,  condition (financial
or otherwise), operations or prospects of Target Company.

      5.4  Capitalization  of  Target  Company;  Title  to  Target  Shares.  The
authorized and outstanding capital stock of Target Company (the "Target Shares")
is set forth on Schedule  5.4 attached  hereto.  Except as set forth on Schedule
5.4,  there  are  no  outstanding  options,  warrants,   conversion  privileges,
subscriptions,  calls,  commitments  or rights of any character  relating to any
authorized  but  unissued  capital  stock of Target  Company.  The  shareholders
reflected  on Schedule  5.4 are and will be on the  Closing  Date the record and
beneficial owners and holders of the Target Shares, free and clear of all liens,
claims,  encumbrances,  and  restrictions  of any kind.  All of the  outstanding
equity securities of Target Company have been duly authorized and validly issued
and are fully paid and  nonassessable.  On the Closing Date,  Medical Media will
acquire good,  absolute,  and marketable  title in the Target  Shares,  free and
clear  of  all  liens,  claims,  encumbrances,   rights  of  first  refusal,  or
restrictions of any kind,  including any restriction on use,  voting,  transfer,
receipt of income, or exercise of any other attribute of ownership.

      5.5 Subsidiaries.  Target Company owns no shares of capital stock or other
equity interest in any corporation,  partnership,  joint venture, trust or other
business organization or enterprise.

      5.6 Financial  Statements.  Target Company has delivered to Medical Media:
(a) an  unaudited  balance  sheet of Target  Company  as of  December  31,  2004
(including the notes thereto,  the "Balance Sheet"),  and the related statements
of income, changes in stockholders' equity, and cash flow for each of the fiscal
years then ended;  and (b) an unaudited  balance  sheet of Target  Company as of
March  31,  2005  (the  "Interim  Balance  Sheet"),  and the  related  unaudited
statements of income,  changes in  stockholders'  equity,  and cash flow for the
three-month  period then  ended.  Such  financial  statements  and notes  fairly
present  the  financial  condition  and the  results of  operations,  changes in
stockholders' equity, and cash flow of Target Company as at the respective dates
of and for the periods referred to in such financial statements and are prepared
in accordance with GAAP,  subject,  in the case of the Interim Balance Sheet and
related  financial  statements,  to normal year end  adjustments.  The financial
statements referred to in this Section 5.6 reflect the consistent application of
such accounting principles throughout the periods involved,  except as disclosed
in the notes to such financial statements.  No financial statement of any person
other than Target  Company is  required by GAAP to be included in the  financial
statements of Target Company.


                                      -7-
<PAGE>

      5.7  Title to  Properties.  Except as set forth on  Schedule  5.7  hereto,
Target Company has good, valid and marketable  title to all of its assets,  free
and  clear of all  mortgages,  liens,  pledges,  security  interests  and  other
encumbrances.  Target Company owns no real property. Target Company owns all the
properties and assets (whether  tangible or intangible)  that it purports to own
and the property  located in the facilities  owned or operated by Target Company
or reflected as owned in the books and records of Target Company,  including all
of the properties  and assets  reflected in Target  Company's  Balance Sheet and
Target Company's Interim Balance Sheet (as such terms are defined herein)(except
for assets held under capitalized leases disclosed as such and personal property
purchased or sold since the date of Target  Company's  Balance  Sheet and Target
Company's  Interim  Balance Sheet, as the case may be, in the Ordinary Course of
Business (as defined herein), and consistent with past practice.

      5.8 Absence of Undisclosed Liabilities.  Target Company has no liabilities
or obligations except for those: (a) reflected on the Interim Balance Sheet; (b)
reflecting  contractual  liabilities  or  obligations  incurred in the  Ordinary
Course of Business  that are not  required by GAAP to be  reflected in a balance
sheet;  (c)  specifically  disclosed on Schedule 5.12 attached  hereto;  and (d)
specifically  disclosed  on Schedule 5.8  attached  hereto.  Except as otherwise
provided in this  Agreement,  the term  "liabilities  or obligations" as used in
this Agreement shall include any direct or indirect  indebtedness,  claim, loss,
damage,   deficiency   (including   deferred   income  tax  and  other  net  tax
deficiencies), cost, expense, obligation, guarantee, or responsibility,  whether
accrued, absolute, or contingent, known or unknown, fixed or unfixed, liquidated
or unliquidated, secured or unsecured.

      5.9 Certain Tax  Matters.  Except as set forth in  Schedule  5.9  attached
hereto, Target Company has duly filed all federal,  state, and local tax returns
and reports  required  to be filed by it for all  periods  ending on or prior to
March 31, 2005, and all taxes, including income, payroll, gross receipts, sales,
communication  and other taxes and any  penalties  with respect  thereto,  shown
thereon to be due and payable,  have been paid, withheld, or reserved for or are
reflected as a liability in the Interim  Balance  Sheet.  Target Company has not
entered into any agreement  for the extension of time for the  assessment of any
tax or tax delinquency,  has received no outstanding or unresolved  notices from
the Internal  Revenue Service or any taxing body of any proposed  examination or
of any  proposed  deficiency  or  assessment,  and Target  Company has  properly
withheld  all  amounts  required  by law to be  withheld  for  income  taxes and
unemployment  taxes,   including,   without  limitation,   social  security  and
unemployment  compensation relating to its employees, and remitted such withheld
amounts to the appropriate taxing authority as required by law.


                                      -8-
<PAGE>

      5.10  Litigation;  Compliance  with Laws.  Except as set forth in Schedule
5.10  attached  hereto,   there  is  no  suit,   action,   claim,   arbitration,
administrative  or legal  or other  proceeding,  or  governmental  investigation
pending or, to the  knowledge of AFMN,  threatened  against or related to Target
Company. Except as set forth in Schedule 5.10 attached hereto, there has been no
failure to comply with, nor any default under, any law, ordinance,  requirement,
regulation,  or order  applicable to Target Company or its business  operations,
nor any violation of, or default with respect to, any order,  writ,  injunction,
judgment or decree of any court or federal, state or local department, official,
commission, authority, board, bureau, agency, or other instrumentality issued or
pending against Target Company which might have a material adverse effect on the
financial condition, its business,  results of operations,  properties or assets
of Target  Company.  In  addition to the  foregoing,  Schedule  5.10  contains a
complete and accurate list of all permits, licenses, zoning variances, approvals
and  other  authorizations  necessary  for the  operation  of  Target  Company's
business. All such permits, licenses, approvals and authorizations are currently
valid and in full force, and no revocation,  cancellation or withdrawal  thereof
has been  effected  or  threatened.  The  execution  of this  Agreement  and the
performance of the transactions contemplated hereby have not and will not change
in any respect,  or result in the  termination  of, any such  material  permits,
licenses, certificates, zoning variances and authorizations.

      5.11 Proprietary  Information.  Target Company owns, possesses or lawfully
uses  all  trademarks,  trademark  applications,  service  marks,  service  mark
applications,  trade names, franchises,  copyrights,  copyright applications and
similar  intangible  rights  used in its  business  and trade  secrets  or other
proprietary  information similarly used (collectively,  the "Trademarks"),  each
item of which is listed in Schedule 5.11 attached  hereto,  and those Trademarks
designated on Schedule 5.11 are owned  exclusively by Target Company,  are valid
and  enforceable,  and none  infringe (nor has any claim been made that there is
any such  infringement)  on the trademarks,  service marks,  trade names,  trade
secrets,  copyrights or similar intangible rights of others.  After due inquiry,
to the best of AFMN's knowledge, there are no claims against Target Company that
it is or may be infringing on or otherwise acting adversely to the rights of any
person  under  or in  respect  of  any  trademark,  service  mark,  trade  name,
copyright,  license,  franchise,  permission,  or other intangible right. Target
Company is not  obligated or under any  liability to make any payments by way of
royalties, fees, or otherwise to any owner or licensee of, or other claimant to,
any trademark,  trade name, copyright, or other intangible asset with respect to
the use thereof, in connection with the conduct of its business or otherwise.

      5.12  Contracts.  Except  as set  forth  in  Schedule  5.12 or in  another
Schedule  to this  Agreement,  Target  Company  is not a party  to any  material
contract, agreement, commitment, lease, indenture, fringe benefit or other plan.
For purposes of this Section 5.12 "material" shall mean any contract, agreement,
commitment, lease, indenture, fringe benefit or other plan entered into which is
not in the  Ordinary  Course of  Business  or, if entered  into in the  Ordinary
Course of Business,  which  involves a payment,  commitment  or  entitlement  in
excess of $10,000. True and correct copies of all of the contracts,  agreements,
commitments,  leases, indentures,  fringe benefits or other plans, documents and
instruments identified in Schedule 5.12, have been delivered to Medical Media.

      5.13 Other  Transactions.  Except as  disclosed  on Schedule  5.13 hereto,
Target  Company  has,  since March 31,  2005,  (a)  operated its business in the
Ordinary  Course  of  Business,  (b) not  incurred  any  debts,  liabilities  or
obligations  except in the Ordinary  Course of  Business,  or (c) not pledged or
subjected  to  lien  or  other  encumbrance  any  of  its  assets,  tangible  or
intangible, except in the Ordinary Course of Business.


                                      -9-
<PAGE>

      5.14 No Changes. Since March 31, 2005 there has not been:

            (a)  Any  change  in  the  financial  or  other  condition,  assets,
      liabilities or business of Target  Company,  except  changes  described in
      Schedule 5.14 hereto,  none of which  individually or in the aggregate has
      been materially adverse to Target Company;

            (b) Any  damage,  destruction  or loss  (whether  or not  covered by
      insurance) or any  condemnation by governmental  authorities  which has or
      may  adversely  affect  the  business  or assets of  Target  Company  to a
      material degree;

            (c) Any  declaration,  setting  aside or payment of any  dividend or
      other  distribution  in respect of any of Target  Company's  shares or any
      direct or indirect  redemption,  purchase or other  acquisition  of Target
      Company's  shares or any  direct  or  indirect  payment  or  incurring  of
      management fees or other transactions  between AFMN or the shareholders of
      AFMN and Target Company; or

            (d) Any increase in the compensation payable or to become payable by
      Target Company to any of its officers,  employees or agents,  or any known
      payment or arrangement made to or with any thereof, except in the Ordinary
      Course of Business as disclosed to Medical Media.

      5.15 Disclosure.  No  representation or warranty of Target Company or AFMN
in this  Agreement  omits  to  state  a  material  fact  necessary  to make  the
statements  herein or therein,  in light of the circumstances in which they were
made,  not  misleading.  There  is no fact  known  to  AFMN  that  has  specific
application  to  Target  Company  (other  than  general   economic  or  industry
conditions)  and  that  materially  adversely  affects  or,  as far as AFMN  can
reasonably  foresee,  materially  threatens,  the assets,  business,  prospects,
financial  condition,  or results of operations  of Target  Company that has not
been set forth in this Agreement.

      5.16 Copies of Articles, Bylaws and Stock Records.

            (a) A copy of Target Company's Articles of Incorporation  (certified
      by the  Secretary  of State of the  State of  Florida),  Bylaws  and stock
      records  (each  certified by the  Secretary of Target  Company)  have been
      delivered to Medical  Media and each is correct and in effect as of and at
      the date of this Agreement. Such books and records have been regularly and
      properly  kept and are  complete,  accurate and legally  sufficient  under
      applicable law.

            (b) A copy of AFMN's  Articles of  Incorporation  (certified  by the
      Secretary  of State of the State of  Delaware),  Bylaws and stock  records
      (each  certified by the Secretary of AFMN) have been  delivered to Medical
      Media  and each is  correct  and in  effect  as of and at the date of this
      Agreement.  Such books and records have been  regularly  and properly kept
      and are complete, accurate and legally sufficient under applicable law.


                                      -10-
<PAGE>

      5.17 Directors and Officers of Target Company and AFMN. Target Company and
AFMN have each  delivered  to  Medical  Media a true and  complete  list of each
entity's directors and officers, each of whom has been duly elected.

      5.18  Investment  Representations.  AFMN is  acquiring  the Medical  Media
Shares for its own  account for  investment  only,  and not with a view  towards
their distribution other than in compliance with all applicable securities laws.
AFMN has had an  opportunity  to ask questions and receive  answers from Medical
Media  and its  representatives  concerning  the  terms  and  conditions  of the
investment, the properties, assets, liabilities, business, operations, financial
condition,  and prospects of Medical Media and all other matters deemed relevant
to AFMN. AFMN has independently evaluated the transactions  contemplated by this
Agreement and has reached its own decision to enter into this Agreement.

                                    ARTICLE 6

                         REPRESENTATIONS AND WARRANTIES
                      OF MEDICAL MEDIA AND ACQUISITION SUB

      Medical Media and Acquisition  Sub,  jointly and severally,  represent and
warrant to AFMN and Target Company as follows:

      6.1 Organization, Power, Standing and Qualification. Each of Medical Media
and Acquisition Sub is a corporation  duly  organized,  validly  existing and in
good standing under the laws of the State of Florida and each has full corporate
power and authority to carry on its business as it is now being conducted and to
own and operate the properties  and assets now owned and operated by them.  Each
of Medical Media and  Acquisition Sub is duly qualified to do business and is in
good standing in each and every  jurisdiction where the failure to qualify or to
be in good standing would have an adverse  effect upon its financial  condition,
the conduct of its business or the ownership of its assets.

      6.2 Authority. Each of Acquisition Sub and Medical Media has the power and
authority to execute,  deliver and perform this Agreement; and this Agreement is
a valid and binding obligation of Medical Media and Acquisition Sub, enforceable
in accordance with its terms.

      6.3 Validity of  Contemplated  Transactions.  To the  knowledge of Medical
Media,  except as set forth in Schedule  6.3  attached  hereto,  the  execution,
delivery  and  performance  of  this  Agreement  and  the  consummation  of  the
transactions  contemplated  hereby does not and will not, (a) conflict with, and
will not result in a breach of, any  provision of the Articles of  Incorporation
or Bylaws of Medical Media or its  subsidiaries;  (b) conflict with, result in a
breach of or a default under,  cause the  acceleration of any payments  pursuant
to, or otherwise  impair the good standing,  validity,  or  effectiveness of any
material  agreement,  contract,  indenture,  loan or  credit  agreement,  lease,
mortgage,  or any other material  agreement or instrument to which Medical Media
or any of its  subsidiaries  is a party  or by which it or they or any of its or
their  material  properties  may be affected or bound;  (c) violate any material
provision of law, rule or regulation to which Medical Media or its  subsidiaries
is subject to or any order, writ, judgment,  injunction,  decree, determination,
or award  affecting or binding upon Medical Media or any of its  subsidiaries or
any of its or their material  properties,  or cause the suspension or revocation
of any authorization, consent, permit, approval or license, presently in effect,
which affects or binds Medical Media or any of its subsidiaries or any of its or
their material properties;  (d) constitute grounds for the loss or suspension of
any  permits,  licenses  or  other  authorizations  material  to  the  business,
condition (financial or otherwise), operations or prospects of Medical Media; or
(e) require the authorization,  consent,  approval or license of any third party
of such a nature  that the  failure  to obtain  the same  would  have a material
adverse effect on the business,  condition (financial or otherwise),  operations
or prospects of Medical Media.


                                      -11-
<PAGE>

      6.4  Capitalization  of Medical Media and Acquisition  Sub. The authorized
and outstanding  capital stock of Medical Media and Acquisition Sub is set forth
on Schedule 6.4 attached hereto.  Other than the securities issuable pursuant to
Section  4.4(b)  hereof and except as set forth on  Schedule  6.4,  there are no
outstanding options,  warrants,  conversion  privileges,  subscriptions,  calls,
commitments  or rights of any character  relating to any authorized but unissued
capital  stock of  Medical  Media or  Acquisition  Sub.  All of the shares to be
issued by  Medical  Media to AFMN will have  been duly  authorized  and  validly
issued and be fully  paid and  nonassessable.  On the  Closing  Date,  AFMN will
acquire good,  absolute,  and marketable title in the Medical Media Shares, free
and clear of all liens, claims, encumbrances, or restriction of any kind, except
for certain  restrictions  on transfer  imposed by federal and state  securities
laws.

      6.5 Subsidiaries. Other than Acquisition Sub and Newco, Medical Media owns
no  shares  of  capital  stock  or other  equity  interest  in any  corporation,
partnership, joint venture or other business organization or enterprise.

      6.6 Financial  Statements.  Medical  Media has  delivered to AFMN:  (a) an
audited  balance sheet of Medical Media as at December 31, 2004  (including  the
notes  thereto,  the "Balance  Sheet"),  and the related  statements  of income,
changes in stockholders' equity, and cash flow for each of the fiscal years then
ended; and (b) an unaudited  balance sheet of Medical Media as at March 31, 2005
(the "Interim Balance Sheet"),  and the related unaudited  statements of income,
changes in stockholders'  equity,  and cash flow for the three-month period then
ended.  Such  financial  statements  and  notes  fairly  present  the  financial
condition and the results of operations,  changes in stockholders'  equity,  and
cash flow of Medical  Media as at the  respective  dates of and for the  periods
referred to in such  financial  statements  and are prepared in accordance  with
GAAP,  subject,  in the case of the Interim Balance Sheet and related  financial
statements, to normal year end adjustments. The financial statements referred to
in this  Section 6.6  reflect  the  consistent  application  of such  accounting
principles throughout the periods involved,  except as disclosed in the notes to
such  financial  statements.  No  financial  statement  of any person other than
Medical Media is required by GAAP to be included in the financial  statements of
Medical Media.

      6.7 Absence of Undisclosed Liabilities. To the knowledge of Medical Media,
except  as set forth on  Schedule  6.7  attached  hereto,  Medical  Media has no
liabilities or obligations except for those (a) reflected in its Interim Balance
Sheet;  (b) reflecting  contractual  liabilities or obligations  incurred in the
Ordinary  Course of Business  that are not required by GAAP to be reflected in a
balance sheet; and (c) incurred in the Ordinary Course of Business subsequent to
the date of the Interim Balance Sheet and not required to be disclosed  pursuant
to the terms of this Agreement.  Except as otherwise provided in this Agreement,
the term  "liabilities  or  obligations" as used in this Agreement shall include
any direct or indirect indebtedness,  claim, loss, damage, deficiency (including
deferred income tax and other net tax deficiencies),  cost, expense, obligation,
guarantee, or responsibility, whether accrued, absolute, or contingent, known or
unknown, fixed or unfixed, liquidated or unliquidated, secured or unsecured.


                                      -12-
<PAGE>

      6.8 Certain Tax  Matters.  Except as set forth on  Schedule  6.8  attached
hereto,  Medical Media has duly filed all federal,  state, and local tax returns
and reports  required  to be filed by it for all  periods  ending on or prior to
March 31, 2005 and all taxes, including income, sales, excise, travel,  payroll,
gross receipts,  and other taxes and any penalties with respect  thereto,  shown
thereon to be due and payable,  have been paid, withheld, or reserved for or are
reflected as a liability in the Interim  Balance  Sheet.  Medical  Media has not
entered into any  agreements for the extension of time for the assessment of any
tax or tax delinquency,  has received no outstanding or unresolved  notices from
the Internal  Revenue Service or any taxing body of any proposed  examination or
of any proposed deficiency or assessment, and to the knowledge of Medical Media,
has  properly  withheld  all amounts  required by law to be withheld  for income
taxes and unemployment  taxes,  including without limitation social security and
unemployment compensation, relating to its employees, and remitted such withheld
amounts to the appropriate taxing authority as required by law.

      6.9 Litigation;  Compliance with Laws. Except as set forth in Schedule 6.9
attached hereto, there is no suit, action, claim, arbitration, administrative or
legal or other  proceeding,  or  governmental  investigation  pending or, to the
knowledge  of Medical  Media,  threatened  against or related to Medical  Media.
Except as set forth in Schedule 6.9 attached  hereto,  there has been no failure
to  comply  with,  nor any  default  under,  any  law,  ordinance,  requirement,
regulation, or order applicable to Medical Media or its business operations, nor
any  violation  of or  default  with  respect to any  order,  writ,  injunction,
judgment,  or  decree  of any  court or  federal,  state  or  local  department,
official, commission, authority, board, bureau, agency, or other instrumentality
issued or pending  against  Medical  Media which  might have a material  adverse
effect  on  the  financial  condition,  its  business,  results  of  operations,
properties or assets of Medical Media.

      6.10 No Changes. To the knowledge of Medical Media, except as set forth on
Schedule 6.10 attached hereto, since March 31, 2005, there has not been:

            (a)  Any  change  in  the  financial  or  other  condition,  assets,
      liabilities  or business of Medical  Media,  except  changes  described in
      Schedule 6.10 hereto,  none of which  individually or in the aggregate has
      been materially adverse to Medical Media;

            (b) Any  damage,  destruction  or loss  (whether  or not  covered by
      insurance) or any  condemnation by governmental  authorities  which has or
      may adversely affect the business or assets of Medical Media to a material
      degree;

            (c) Any  declaration,  setting  aside or payment of any  dividend or
      other  distribution  in respect of any of  Medical  Media's  shares or any
      direct or indirect  redemption,  purchase or other  acquisition of Medical
      Media's  shares  or  any  direct  or  indirect  payment  or  incurring  of
      management fees or other transactions  between the shareholders of Medical
      Media and Medical Media; or


                                      -13-
<PAGE>

            (d) Any increase in the compensation payable or to become payable by
      Medical  Media to any of its officers,  employees or agents,  or any known
      payment or arrangement made to or with any thereof, except in the Ordinary
      Course of Business as disclosed to AFMN.

      6.11 Disclosure.  To the knowledge of Medical Media, no  representation or
warranty of Medical Media or Acquisition  Sub in this Agreement omits to state a
material fact  necessary to make the statements  herein or therein,  in light of
the  circumstances  in which they were made,  not  misleading.  There is no fact
known to Medical  Media that has specific  application  to Medical  Media (other
than general  economic or industry  conditions)  and that  materially  adversely
affects  or,  as  far  as  Medical  Media  can  reasonably  foresee,  materially
threatens, the assets, business,  prospects,  financial condition, or results of
operations of Medical Media that has not been set forth in this Agreement.

      6.12  Copies of  Articles,  Bylaws  and Stock  Records.  A copy of Medical
Media's and Acquisition  Subs' Articles of Incorporation  (each certified by the
Secretary  of State of the State of  Florida),  Bylaws and stock  records  (each
certified by the  Secretary of each entity) has been  delivered to AFMN and each
is  correct  and in  effect  as at the date of this  Agreement.  Such  books and
records have been  regularly and properly  kept and are  complete,  accurate and
legally sufficient under applicable law.

                                    ARTICLE 7

                     COVENANTS OF AFMN PRIOR TO CLOSING DATE

      7.1 Operation of the Business of Target Company.  Between the date of this
Agreement and the Closing Date, AFMN will, and will cause Target Company to: (a)
conduct the business of Target Company only in the Ordinary  Course of Business;
(b) use their best efforts to preserve intact the current business  organization
of  Target  Company,  keep  available  the  services  of the  current  officers,
employees,  and agents of Target  Company,  and maintain the  relations and good
will with suppliers,  customers,  landlords,  creditors,  employees, agents, and
others  having  business  relationships  with  Target  Company;  (c) confer with
Medical Media concerning operational matters of a material nature; (d) otherwise
report  periodically  to Medical  Media  concerning  the status of the business,
operations,  and finances of Target Company;  (e) not declare,  set aside or pay
any dividend or other  distribution in respect of any of Target Company's shares
or any direct or indirect  redemption,  purchase or other  acquisition of Target
Company's  shares or any direct or indirect  payment or incurring of  management
fees or other  transactions  between AFMN and Target Company,  and (f) not issue
any options,  warrants,  puts, calls, right of first refusal, or any other stock
rights.


                                      -14-
<PAGE>

                                    ARTICLE 8

                       CONDITIONS PRECEDENT TO THE CLOSING

      8.1  Obligation  of  Medical  Media  and  Acquisition  Sub to  Close.  The
obligation of Medical Media and  Acquisition Sub to consummate the Merger on the
Closing Date shall be subject to the satisfaction or the waiver by Medical Media
and Acquisition Sub of the following conditions on or prior to the Closing Date:

            (a) Representations and Warranties;  Compliance with Agreement.  The
      representations  and  warranties  of Target  Company and AFMN set forth in
      this  Agreement  shall be true and correct in all material  respects as of
      the date of this  Agreement  and as of the Closing  Date as though made on
      the Closing  Date,  and Target  Company and AFMN shall have  performed all
      covenants  and  agreements  to be  performed  by any of  them  under  this
      Agreement  on or prior to the Closing  Date;  and Target  Company and AFMN
      shall have delivered to Medical Media certificates to such effect dated as
      of the Closing Date and signed by Target Company and AFMN.

            (b) Litigation Affecting Closing. On the Closing Date, no proceeding
      shall be pending or threatened before any court or governmental  agency in
      which it is sought to restrain  or prohibit or to obtain  damages or other
      relief  in  connection  with this  Agreement  or the  consummation  of the
      transactions   contemplated   hereby,  and  no  investigation  that  might
      eventuate  in any such  suit,  action or  proceeding  shall be  pending or
      threatened;

            (c) Required Consents.  The holders of any material  indebtedness of
      Target  Company,  the lessors of any  material  real or personal  property
      assets  leased by  Target  Company,  the  parties  to any  other  material
      contract,  commitment or agreement to which Target Company is a party, any
      governmental  agency or body or any other  individual or entity which owns
      or has authority to grant any franchise,  license, permit, easement, right
      or other  authorization  necessary for the business of Target  Company and
      any governmental body or regulatory agency having jurisdiction over Target
      Company,  to the extent that their  consent or approval is required  under
      the  pertinent  debt,  lease,  contract,  commitment or agreement or other
      document or instrument or under  applicable laws, rules or regulations for
      the  consummation  of the Merger with  Acquisition Sub and the transaction
      contemplated hereby in the manner herein provided, shall have granted such
      consent or approval;

            (d) No Material  Damage to  Business.  The assets of Target  Company
      shall not have been and shall not be threatened to be materially adversely
      affected in any way as a result of fire,  explosion,  disaster,  accident,
      labor dispute,  any action by any  governmental  authority,  flood,  riot,
      civil  disturbance,  uprising,  activity of armed  forces or act of God or
      public enemy;

            (e) Conversion of Convertible  Promissory Notes. Medical Media shall
      have converted (i) the Pet Edge Notes into Series A Zero Coupon  Preferred
      Stock or  common  stock,  whichever  is  applicable,  upon the  terms  and
      conditions set forth in Section 4.4(b)(i) hereof; and (ii) the Convertible
      Promissory  Notes  into  Series B Zero  Coupon  Preferred  Stock or common
      stock, whichever is applicable, upon the terms and conditions set forth in
      Section 4.4(b)(ii) hereof; and


                                      -15-
<PAGE>

            (f)  Delivery of Audited  Financial  Statements  of Target  Company.
      Target  Company shall have  delivered to Medical Media an audited  balance
      sheet of Target  Company as of  December  31,  2004  (including  the notes
      thereto),  and the related statements of income,  changes in stockholders'
      equity, and cash flow for each of the fiscal years then ended.

      8.2  Obligation  of Target  Company and AFMN to Close.  The  obligation of
Target Company and AFMN to consummate the Merger  contemplated by this Agreement
on the  Closing  Date  shall be  subject to the  satisfaction  of the  following
conditions on or prior to the Closing Date:

            (a) Representations and Warranties;  Compliance with Agreement.  The
      representations  and warranties of Medical Media and  Acquisition  Sub set
      forth in this Agreement shall be true and correct in all material respects
      as of the date of this Agreement and as of the Closing Date as though made
      on the Closing  Date,  and Medical  Media and  Acquisition  Sub shall have
      performed all  covenants  and  agreements to be performed by it under this
      Agreement  on or  prior  to  the  Closing  Date,  and  Medical  Media  and
      Acquisition  Sub shall have delivered to AFMN  certificates to such effect
      dated as of the Closing Date and signed by Medical  Media and  Acquisition
      Sub.

            (b) Litigation Affecting Closing. On the Closing Date, no proceeding
      shall be pending or threatened before any court or governmental  agency in
      which it is sought to restrain  or prohibit or to obtain  damages or other
      relief  in  connection  with this  Agreement  or the  consummation  of the
      transaction contemplated hereby, and no investigation that might eventuate
      in any such suit, action or proceeding shall be pending or threatened.

            (c)  Shareholder  Approval.  The  shareholders  of AFMN  shall  have
      approved the Merger and all actions  contemplated hereby which require the
      approval of the AFMN shareholders,  in accordance with the requirements of
      DGCL.

                                    ARTICLE 9

                                 INDEMNIFICATION

      9.1 By AFMN and Target Company.  From and after the Closing Date, AFMN and
Target Company, jointly and severally, shall indemnify and hold harmless Medical
Media and  Acquisition  Sub from and  against (a) any and all  damages,  losses,
obligations, deficiencies,  liabilities, claims, encumbrances, penalties, costs,
and expenses,  including reasonable  attorneys' fees (together,  "Loss"),  which
Medical Media or Acquisition Sub may suffer or incur,  resulting  from,  related
to,  or  arising  out  of  any   misrepresentation,   breach  of  warranty,   or
nonfulfillment  of any of the covenants or agreements of Target  Company or AFMN
in this Agreement or from any misrepresentation in or omission from any schedule
to this Agreement, certificate,  financial statement, or from any other document
furnished or to be furnished to Medical Media or Acquisition Sub hereunder,  (b)
any Loss based upon  injuries  to persons,  property or business  arising out of
events on or  before  the  Closing  Date  whether  known or  unknown,  currently
asserted  or  arising   hereafter,   and  (c)  any  and  all   actions,   suits,
investigations,  proceedings, demands, assessments, audits, judgments and claims
(including  employment-related  claims)  arising  out of  any of the  foregoing;
provided,  however,  that before Medical Media or  Acquisition  Sub may assert a
claim for indemnity  under this Article,  Medical Media or Acquisition  Sub must
give or cause to be given written notice of such claim to AFMN or Target Company
as provided in Section 9.3.


                                      -16-
<PAGE>

      9.2 By Medical Media. From and after the Closing Date, Medical Media shall
indemnify  and hold  harmless  AFMN from and against any and all Loss which AFMN
may  suffer  or  incur,  resulting  from,  related  to,  or  arising  out of any
misrepresentation, breach of warranty, or nonfulfillment of any of the covenants
or agreements of Medical Media or Acquisition  Sub in this Agreement or from any
misrepresentation  in or omission from any certificate or document  furnished or
to be furnished to AFMN or Target Company  hereunder;  provided,  however,  that
before AFMN may assert a claim for indemnity under this Article,  AFMN must give
or cause to be given  written  notice of such claim to Medical Media as provided
in Section 9.3.

      9.3 Notice.  Promptly  after  acquiring  knowledge  of any Loss or action,
suit, investigation,  proceeding,  demand, assessment, audit, judgment, or claim
against which AFMN and Target Company may be required to indemnify Medical Media
or  Acquisition  Sub or against which Medical Media may be required to indemnify
AFMN,  as the case may be, the  non-indemnifying  party  shall give to the other
party written notice thereof. Each indemnifying party shall, at its own expense,
promptly defend,  contest or otherwise protect against any Loss or action, suit,
investigation, proceeding, demand, assessment, audit, judgment, or claim against
which it has indemnified an indemnified  party, and each indemnified party shall
receive from the other party all necessary and  reasonable  cooperation  in said
defense  including,  but not limited to, the  services of employees of the other
party  who are  familiar  with the  transactions  out of which  any such Loss or
action, suit, investigation, proceeding, demand, assessment, audit, judgment, or
claim may have arisen.  The  indemnifying  party shall have the right to control
the defense of any such proceeding  unless  relieved of its liability  hereunder
with respect to such defense by the indemnified  party. The  indemnifying  party
shall have the right, at its option,  and, unless so relieved,  to compromise or
defend,  at its own expense by its own counsel,  any such matter  involving  the
asserted  liability of the indemnified party. In the event that the indemnifying
party shall  undertake to compromise or defend any such asserted  liability,  it
shall promptly  notify the  indemnified  party of its intention to do so. In the
event that an  indemnifying  party,  after  written  notice from an  indemnified
party,  fails to take timely action to defend the same,  the  indemnified  party
shall have the right to defend the same by counsel of its own  choosing,  but at
the cost and expense of the indemnifying party.

      9.4 Money  Damages.  If the Losses  indemnified  against  pursuant  to the
provisions of Sections 9.1 and 9.2 hereof can be  compensated  by the payment of
money to the other party, the indemnifying party shall,  within thirty (30) days
after receipt of a written notice of a claim pursuant to Section 9.3, deliver to
the  other  party  either:  (a) the  amount  of such  claim  by check or by wire
transfer to the bank account of that party's  choosing,  or (b) a written notice
stating that it or he objects to the validity of such claim and setting forth in
reasonable  detail the  grounds on which it is  contesting  the  validity of the
claim.


                                      -17-
<PAGE>

                                   ARTICLE 10

                          SURVIVAL OF REPRESENTATIONS,
                            WARRANTIES, AND COVENANTS

      10.1 Survival. All representations,  warranties, covenants and obligations
in this  Agreement  shall survive the Closing Date and the  consummation  of the
Agreement for a period of two (2) years. Medical Media and Acquisition Sub shall
have no liability with respect to any representation or warranty, or covenant or
obligation to be performed  and complied with prior to the Closing Date,  unless
on or before the date which is two (2) years  subsequent  to the  Closing  Date,
AFMN notifies Medical Media or Acquisition Sub of a claim specifying the factual
basis of that  claim in  reasonable  detail to the  extent  then  known by AFMN.
Target   Company  and  AFMN  shall  have  no  liability   with  respect  to  any
representation  or  warranty,  or covenant or  obligation  to be  performed  and
complied with prior to the Closing  Date,  unless on or before the date which is
two (2) years  subsequent to the Closing Date,  Medical Media or Acquisition Sub
notifies Target Company or AFMN of a claim  specifying the factual basis of that
claim  in  reasonable  detail  to the  extent  then  known by  Medical  Media or
Acquisition Sub.

                                   ARTICLE 11

        CONDUCT OF TARGET COMPANY AND ACQUISITION SUB AFTER CLOSING DATE

      11.1 Additional  Actions and  Cooperation.  After the Closing Date, at the
request of either  party and at the  requesting  party's  expense,  but  without
additional consideration, the other party shall execute and deliver from time to
time such further  instruments  of assignment,  conveyance  and transfer,  shall
cooperate in the conduct of  litigation  and the  processing  and  collection of
insurance  claims,  and shall  take such  other  actions  as may  reasonably  be
required to confirm and perfect the title to the assets of Target  Company,  and
otherwise  to  accomplish  the orderly  transfer of the  business  and assets of
Target Company as contemplated by this Agreement and Merger.

      11.2 Audit  Access.  Medical  Media  will  preserve  the  books,  records,
reports,  documents  and lists  obtained by it pursuant to this  Agreement for a
period of at least  three  years  from the  Closing  Date,  will not  thereafter
destroy or otherwise  dispose of such records without giving AFMN notice and the
opportunity  to take  possession  thereof,  and,  while  in  possession  of such
records, will permit  representatives of AFMN to have access at reasonable times
to such  books,  records,  reports,  documents  and files,  to make such  copies
therefrom as such representatives reasonably request.


                                      -18-
<PAGE>

                                   ARTICLE 12

                               BROKERAGE; EXPENSES

      12.1 Brokerage;  Expenses. None of the parties has employed or will employ
any  broker,  agent,  finder,  or  consultant  (collectively,  "Broker")  or has
incurred  or will  incur any  liability  for any  brokerage  fees,  commissions,
finders' fees, or other fees, in connection with the negotiation or consummation
of the transactions  contemplated by this Agreement.  AFMN and Target Company is
responsible  for and  hereby  agrees to  indemnify  and hold  Medical  Media and
Acquisition Sub harmless against and in respect of any claim for brokerage fees,
commissions,  or other finders' fees or commissions of any such Broker  employed
by Target Company or AFMN and any  attorneys'  fees incurred by Medical Media or
Acquisition  Sub in relation to any such claim by a Broker.  Similarly,  Medical
Media is responsible for and hereby agrees to indemnify and hold AFMN and Target
Company  harmless  against  and in  respect  of any  claim for  brokerage  fees,
commissions,  or other finders' fees or commissions of any such Broker  employed
by Medical Media or Acquisition  Sub and any attorneys' fees incurred by AFMN or
Target  Company in relation to any such claim by a Broker.  Except as  otherwise
expressly  provided in this  Agreement,  the parties  hereto agree to bear their
respective  expenses  individually,  each  in  respect  of all  expenses  of any
character  incurred by it in connection with this Agreement or the  transactions
contemplated hereby.

                                   ARTICLE 13

                                   TERMINATION

      13.1 Events of  Termination.  Anything herein or elsewhere to the contrary
notwithstanding,   this  Agreement  may  be  terminated  by  written  notice  of
termination at any time before the Closing Date only as follows:

            (a) By mutual consent of AFMN and Medical Media;

            (b) Provided that Medical Media or Acquisition Sub is not in default
      hereunder,  by Medical Media or  Acquisition  Sub upon three days' written
      notice to AFMN or Target  Company,  if all of the conditions  precedent to
      Closing set forth in Section 8.1 hereof have not been met; or

            (c) Provided that AFMN or Target Company is not in material  default
      hereunder,  by AFMN or Target  Company upon three days' written  notice to
      Medical Media if all of the  conditions  precedent to Closing set forth in
      Section 8.2 hereof have not been met.


                                      -19-
<PAGE>

                                   ARTICLE 14

                                     GENERAL

      14.1 Conflicts between Documents. In the event of any conflict between the
terms of this Agreement and the terms of any other  document or instrument,  the
terms of this Agreement shall control and such documents and  instruments  shall
be deemed  amended and  reformed to the extent  required to  eliminate  any such
conflict or inconsistency.

      14.2 Entire Agreement;  Amendments.  This Agreement constitutes the entire
understanding  among the parties  with respect to the subject  matter  contained
herein  and  supersedes  any prior  understandings  and  agreements  among  them
respecting such subject matter. This Agreement may be amended, supplemented, and
terminated only by a written instrument duly executed by all of the parties.

      14.3  Headings.  The headings in this  Agreement  are for  convenience  of
reference only and shall not affect its interpretation.

      14.4 Gender;  Number. Words of gender may be read as masculine,  feminine,
or neuter,  as required  by context.  Words of number may be read as singular or
plural, as required by context.

      14.5  Exhibits and  Schedules.  The Recitals and each Exhibit and Schedule
referred to herein is incorporated into this Agreement by such reference.

      14.6  Severability.  If any  provision of this  Agreement is held illegal,
invalid, or unenforceable, such illegality, invalidity, or unenforceability will
not  affect  any  other  provision   hereof.   This  Agreement  shall,  in  such
circumstances,  be deemed modified to the extent necessary to render enforceable
the provisions hereof.

      14.7 Notices. All notices or other communications required or permitted to
be given  pursuant to this  Agreement  shall be in writing and shall be made by:
(a) certified mail, return receipt requested; (b) Federal Express, Express Mail,
or similar overnight delivery or courier service;  or (c) delivery (in person or
by facsimile or similar telecommunication transmission)

If to Medical Media or Acquisition Sub, to:

                                    Philip M. Cohen
                                    8406 Benjamin Rd., Suite C
                                    Tampa, FL  33634
                                    Fax No.: 813-888-7375
                                    E-mail Address:  pcohen@petcaretv.com


                                      -20-
<PAGE>

         with a copy to:

                                    John N. Giordano, Esq.
                                    Bush Ross Gardner Warren & Rudy, P.A.
                                    220 S. Franklin St.
                                    Tampa, Florida 33602
                                    Fax No. (813) 223-9620
                                    E-Mail Address:  jgiordano@bushross.com

If to Target Company or AFMN:

                                    Charles V. Richardson
                                    6601 Center Drive West
                                    Suite 521
                                    Los Angeles, CA   90045
                                    Fax No.: 310-348-8171
                                    E-mail Address:  AAMNTV1@aol.com

         with a copy to:
                                    J. Holt Smith, Esq.
                                    Kelley, Lytton & Vann, LLP
                                    1900 Avenue of the Stars
                                    Suite 1450
                                    Los Angeles,  CA  90067
                                    Fax  No.:  310-986-1816
                                    E-Mail Address: jholtsmith@earthlink.net

Notice of any change in any such  address  shall also be given in the manner set
forth  above.  Whenever  the  giving of notice is  required,  the giving of such
notice may be waived by the party entitled to receive such notice.

      14.8 Waiver. The failure of any party to insist upon strict performance of
any of the terms or conditions of this Agreement will not constitute a waiver of
any of its rights hereunder.

      14.9 Assignment.  No party may assign any of its rights or delegate any of
its  obligations  hereunder  without  the  prior  written  consent  of the other
parties.

      14.10 Successors and Assigns; Binding Effect. This Agreement binds, inures
to the  benefit  of, and is  enforceable  by the  successors  and assigns of the
parties, and does not confer any rights on any other persons or entities.

      14.11 Governing Law; Venue. This Agreement shall be construed and enforced
in accordance with Florida law. Venue for any such action shall be deemed proper
in Hillsborough  County,  Florida.  The parties agree that,  irrespective of any
wording  that might be  construed to be in conflict  with this  paragraph,  this
Agreement is subject to the  jurisdiction of the courts in the State of Florida.
The   parties  to  this   Agreement   agree  that  they  waive  any   objection,
constitutional, statutory or otherwise, to a Florida court's having jurisdiction
of any dispute  between or among  them.  By entering  into this  Agreement,  the
parties,  and each of them  understand  that they might be called upon to answer
and defend a claim asserted in a Florida court.


                                      -21-
<PAGE>

      14.12  Publicity.  Prior to the Closing Date, all notices to third parties
and all  other  publicity  relating  to the  transactions  contemplated  by this
Agreement  shall be  jointly  planned,  coordinated  and  agreed  to by AFMN and
Medical Media. Except as may be required by law, prior to the Closing Date, none
of the parties  hereto shall act  unilaterally  in this regard without the prior
approval of AFMN and Medical Media; provided,  however, that such approval shall
not be unreasonably withheld.

      14.13  Counterparts.  This  Agreement  may be  executed  in any  number of
counterparts  and any party  hereto may  execute any such  counterpart,  each of
which when executed and  delivered  shall be deemed to be an original and all of
which  counterparts  taken  together  shall  constitute  but one  and  the  same
instrument.  The execution of this Agreement by any party hereto will not become
effective  until  counterparts  hereof  have been  executed  by all the  parties
hereto.  It shall not be  necessary  in making  proof of this  Agreement  or any
counterpart hereof to produce or account for any of the other counterparts.

      14.14  Form of  Consent:  All  consents  of any kind  required  under this
Agreement  shall be in  writing.  Whenever,  under the terms of this  Agreement,
Medical  Media,  Acquisition  Sub, AFMN or Target  Company is authorized to give
consent,  such consent may be given and shall be  conclusively  evidenced by the
Chairman  of  the  Board  of  Directors  or the  President  of  each  respective
corporation giving such consent.

      14.15 Attorneys' Fees and Court Actions: If a legal action is initiated by
any party to this Agreement  against another,  arising out of or relating to the
alleged  performance or non-performance  of any right or obligation  established
hereunder,  or any  dispute  concerning  the same,  any and all fees,  costs and
expenses  reasonably  incurred by each prevailing  party or its legal counsel in
investigating,  preparing  for,  prosecuting,  defending  against,  or providing
evidence,  producing  documents  or taking any other  action in respect of, such
action  shall be the  joint  and  several  obligation  of,  and shall be paid or
reimbursed by, the nonprevailing party.

                                   ARTICLE 15

                                   DEFINITIONS

For purposes of this Agreement,  the following terms have the meanings specified
or referred to in this Section 15:

      15.1  "GAAP"  shall  mean  generally  accepted  United  States  accounting
principles.

      15.2 "Ordinary Course of Business" shall mean any action taken by a person
or entity if: (a) such  action is  consistent  with the past  practices  of such
person or entity and is taken in the  ordinary  course of the normal  day-to-day
operations  of such  person or entity;  (b) such  action is not  required  to be
authorized  by the board of directors of such person or entity (or by any person
or group of  persons  exercising  similar  authority);  and (c) such  action  is
similar in nature  and  magnitude  to actions  customarily  taken,  without  any
authorization  by the board of  directors  (or by any person or group of persons
exercising similar  authority),  in the ordinary course of the normal day-to-day
operations of other persons or entities that are in the same line of business as
such person.


                                      -22-
<PAGE>

      15.3  "Securities  Act"  shall  mean  the  Securities  Act of  1933 or any
successor  law, and  regulations  and rules  issued  pursuant to that Act or any
successor law.

      15.4 "To the  knowledge  of" shall  mean,  when used with  respect  to any
representation or warranty or other statement in this Agreement qualified by the
knowledge of any party,  the knowledge of the President of the party making such
representation  or warranty unless  otherwise stated in such  representation  or
warranty or other statement in this Agreement.

                           [SIGNATURE PAGES TO FOLLOW]


                                      -23-
<PAGE>

      In witness  whereof,  the parties have executed this Agreement on the date
first above written.

                                       Medical Media Television, Inc. f/k/a
                                       PetCARE Television Network, Inc.


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

                                       AAMN Acquisition Sub, Inc.


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

                                       African American Medical Network, Inc.


                                       By: /s/ Charles V. Richardson
                                           -------------------------------------
                                           Charles V. Richardson, President

                                       AFMN, Inc.


                                       By: /s/ Charles V. Richardson
                                           -------------------------------------
                                           Charles V. Richardson, President

              [SIGNATURE PAGE FOR THE AGREEMENT AND PLAN OF MERGER]


                                      -24-
<PAGE>

                                   EXHIBIT "A"

                               ARTICLES OF MERGER
                                       OF
                           AAMN ACQUISITION SUB, INC.
                                      INTO
                     AFRICAN AMERICAN MEDICAL NETWORK, INC.

                 ***********************************************

      AAMN  ACQUISITION  SUB,  INC.  ("Acquisition  Sub") and  AFRICAN  AMERICAN
MEDICAL  NETWORK,  INC.  ("Medical  Network"),  acting  in  compliance  with the
provisions of ss.607.1105, Florida Statutes, hereby certify as follows:

      1. A Merger  Agreement (the "Merger  Agreement") was approved by the board
of  directors  of each of  Acquisition  Sub and  Medical  Network  and the  sole
shareholders of Acquisition Sub and Medical Network on May 10, 2005. Pursuant to
the Merger Agreement, Acquisition Sub is to be merged into Medical Network, with
Medical  Network as the surviving or resulting  entity.  The terms of the merger
are set forth in the copy of the Merger Agreement attached hereto as Exhibit "A"
and made a part hereof.

      2. The merger shall be  effective as of the date of filing these  Articles
of Merger with the Florida Secretary of State.

Dated: May __, 2005.                   AAMN Acquisition Sub, Inc.


                                       By:
                                           -------------------------------------

                                       Its:
                                           -------------------------------------


                                       African American Medical Network, Inc.


                                       By:
                                           -------------------------------------

                                       Its:
                                           -------------------------------------


                                      -25-
<PAGE>

                                   Exhibit "B"

                              EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement"), effective as of ____________, 2005,
by and between  Medical Media  Television,  Inc., a Florida  corporation  with a
mailing  address of 8406  Benjamin  Road,  Suite C,  Tampa,  Florida  33634 (the
"Company"),  and Teresa J. Bray, an individual  maintaining a mailing address of
Post Office Box 93037, Lakeland, Florida 33804 ("Employee").

                                   WITNESSETH:

      In consideration of the covenants and agreements  herein contained and the
monies to be paid  hereunder,  the Company agrees to hire the Employee,  and the
Employee agrees to work for the Company upon the following terms and conditions:

1.  Duties of  Employee:  The  Employee  is  employed  by the  Company to render
services on behalf of the Company as Vice President of Administration/Compliance
and Corporate Secretary.

2.  Devotion of Time to  Employment:  The  Employee  shall  devote such time and
attention to the business and affairs of the Company as is reasonably  necessary
to carry out her duties hereunder,  provided, however, the Employee shall devote
no less than forty (40) hours per week to her duties hereunder.

3.  Compensation:  For the  services  to be  rendered  by  Employee  under  this
Agreement, the Company shall pay Employee a salary of $118,400 per year, payable
in arrears in equal semi-monthly installments of $4,933.33. Any salary increases
will be at the discretion of the Board of Directors of the Company.

The Company  shall  purchase at its expense,  a major medical  insurance  policy
insuring the Employee and her  dependents,  which  policies  shall be reasonably
acceptable to the parties hereto. The Employee warrants that neither she nor the
dependents,  currently or  historically,  have any exceptional  medical problems
which would cause them to be either  uninsurable  or for which coverage would be
excessively expensive.

Employee  shall be eligible to  participate  in such stock option or stock bonus
plan or similar plans as are established by the Company's Board of Directors.

4. Term of Agreement:  The term of this  five-year  Agreement  shall commence on
__________, 2005 and terminate on ________________, 2010.

5. Reimbursable Expenses: Except as herein otherwise provided, the Company shall
reimburse the Employee for all  expenses,  or the Employee is entitled to charge
to the  Company  all  expenses  incurred  by her, in and about the course of her
employment  by the  Company,  provided  that  sufficient  proof is  furnished to
Employer. Such expenses shall include but not be limited to:


                                      -26-
<PAGE>

a)    License  fees,   membership  dues  in  professional   organizations,   and
      subscriptions to professional journals.

b)    The Employee's necessary travel hotel and entertainment  expenses incurred
      in  connection  with  overnight,   out-of-town   trips  for   educational,
      professional or other related  meetings or in connection with other events
      that contribute to the benefit of the Company.

c)    The Employee's  necessary travel and entertainment  expenses in connection
      with in-town events for education  professional and other related meetings
      or in connection  with other events that  contribute to the benefit of the
      Company;

d)    Other expense as pre-approved.

6. Vacation:  The Employee shall be entitled to two weeks of fully paid vacation
per calendar year or such  additional  time as is authorized by the Company from
time to time.

7. Sick or Other  Leave:  The  Employee  shall be entitled to such sick or other
leave on the same basis as the Company  shall  establish  for all its  employees
holding positions and performing duties substantially similar to those performed
by Employee.

8. Termination of Agreement:

      a)  Termination  by Company  for Cause:  The Company  may  terminate  this
      Agreement  at any time for cause if  Employee  becomes  unfit to  properly
      render  services  to Company  hereunder  because  of: (i)  alcohol or drug
      related abuses consistent with applicable laws and Employer's  procedures,
      (ii) proven  commission  of a felony,  or (iii) a material  breach of this
      Agreement  which is not cured within sixty (60) days after written  notice
      is given by Company to Employee  which notice shall  specify in reasonable
      detail  the   circumstances   claimed  to  provide   the  basis  for  such
      termination.  Except for termination pursuant to Section 8.a.iii.  hereof,
      termination shall be effective upon the delivery of written notice thereof
      to the Employee or at such later time as may be designated in said notice.
      In the event Company shall terminate Employee pursuant to Section 8.a.iii.
      hereof,  said termination shall be effective sixty (60) days after written
      notice  is  delivered  to the  Employee  or at such  later  time as may be
      designated  in said notice  provided  said breach is not cured  within the
      sixty day period. Upon termination,  the Employee shall vacate the offices
      of the Company on or before such  effective  date.  All  compensation  due
      hereunder shall cease as of said effective date.

      b) Termination by Employee for Cause:  The Employee may elect to terminate
      this Agreement at any time for cause  provided he delivers  written notice
      of such  intention to terminate not less than sixty (60) days prior to the
      date of such termination,  which notice shall specify in reasonable detail
      the circumstances  claimed to provide the basis for such  termination.  As
      used in this  subsection,  the term for "cause"  shall mean if the Company
      unreasonably  changes  Employee's  duties,  responsibilities,  or  working
      conditions  or takes  any  other  actions  which  impede  Employee  in the
      performance  of his duties  hereunder.  If the  Employee  terminates  this
      Agreement for cause, the Company shall, as severance pay, pay the Employee
      an amount equal to six (6) months of his compensation then in effect.


                                      -27-
<PAGE>

      c)  Termination  by Company Not for Cause:  The Company may terminate this
      Agreement at any time not for cause,  provided  however,  that the Company
      shall,  as  severance  pay,  pay the  Employee an amount  equal to six (6)
      months of her compensation then in effect.

      d)  Termination  by  Employee  Not for Cause:  The  Employee  may elect to
      terminate  this  Agreement at any time not for cause provided she delivers
      written  notice of such  intention  to  terminate  not less than one month
      prior to the date of such termination.  All compensation shall cease as of
      the effective date specified in such notice.

9. Non-Disclosure; Prohibited Activities.

      a)  Confidentiality;  Return of Company  Property.  Employee  agrees  that
during the course of her  employment  with the Company and until the date ending
two (2) years following the  termination of her  employment,  Employee will keep
confidential information confidential and, except as necessary during the course
of her employment,  will not disclose any confidential information to any person
or entity or, directly or indirectly,  use for her own account, any confidential
information.  Upon the termination of employment,  Employee promptly will supply
to the Company all property (including all files, customer lists, etc.) that has
been produced or received by Employee  during her  employment  with the Company,
whether or not related to the confidential information.  The obligations of this
Section  11.a) will be in addition to any other  agreements  that  Employee  has
entered into with the Company regarding the receipt of confidential information.

      b) Non-Solicitation; Non-Disparagement. Employee will not, during the term
of the Agreement and for the two (2) year period  following the  termination  of
the  Agreement  for  any  reason,  directly  or  indirectly:   (i)  solicit  for
employment,  or employ  any  person  who,  at the time of such  solicitation  or
employment, is employed by the Company or was employed by the Company during the
twelve (12) month period prior to the  solicitation  or  employment or induce or
attempt to induce any person to terminate  employment with the Company;  (ii) do
business with or solicit customers, except as necessary during the course of her
employment,  or  engage  in any  activity  intended  to  terminate,  disrupt  or
interfere with the Company's relationships with its customers;  and (iii) engage
in any conduct or make any statement  disparaging or criticizing the Company, or
any products or services offered by the Company.

      c)  Non-Competition.  During the term of the Agreement and for the two (2)
year period  following the  termination  of the  Agreement  for any reason,  the
Employee will not,  directly or  indirectly,  alone or in  conjunction  with any
other person or entity,  own,  manage,  operate or control or participate in the
ownership,  management,  operation  or control of, or become  associated,  as an
employee,  director,  officer, advisor, agent, consultant,  principal,  partner,
member or independent contractor with or lender to, any person or entity engaged
in or aiding others to engage in business competitive with the Company,  located
anywhere in the United States of America.


                                      -28-
<PAGE>

      d)  Divisibility  of Covenant  Period.  If any  covenant  contained in the
Agreement is held to be unreasonable,  arbitrary or against public policy,  such
covenant shall be considered divisible both as to time,  customers,  competitive
services and geographical area, such that each month within the specified period
shall be deemed a separate  period of time,  each customer a separate  customer,
each  competitive  service  a  separate  service  and each  geographical  area a
separate  geographical  area,  resulting  in an  intended  requirement  that the
longest  lesser time and largest  lesser  customer  base,  service  offering and
geographical area determined not to be unreasonable, arbitrary or against public
policy shall remain effective and be specifically enforceable against Employee.

      e) Enforcement. Employee acknowledges that (i) confidential information is
a valuable asset of the Company and use of such  confidential  information would
allow Employee to unfairly  compete against the Company,  (ii) the  restrictions
contained in the Agreement are  reasonable in scope and are necessary to protect
the Company's  legitimate  interests in protecting  its business,  and (iii) any
violation of the restrictions  contained in the Agreement will cause significant
and irreparable harm to the Company for which the Company has no adequate remedy
at law. The parties  agree that damages at law,  including,  but not limited to,
monetary damages,  will or may be an insufficient remedy to the Company and that
(in addition to any  remedies  that are  available to the Company,  all of which
shall be deemed to be  cumulative  and retained by the Company and not waived by
the  enforcement  of any remedy  available  hereunder) the Company shall also be
entitled to obtain injunctive  relief,  including but not limited to a temporary
restraining  order,  a  temporary  or  preliminary  injunction  or  a  permanent
injunction,  to enforce the provisions of the Agreement, as well as an equitable
accounting of and  constructive  trust for all profits or other benefits arising
out of or related to any such violation,  all of which shall  constitute  rights
and remedies to which the Company may be entitled.

      f) Intent of Parties; Survival. The covenants of Employee contained in the
Section 11 shall be construed as agreements  independent of any other  provision
of Employee's  employment  (including  employment  under the  Agreement) and the
existence of any claim of the Employee  against the Company shall not constitute
a defense to the  enforcement  by the Company of any  covenant  contained in the
section.  The covenants contained in this Section 11 shall survive  termination,
expiration, non-renewal or cancellation of the Agreement.

10. Bonus: To provide  greater  incentive for the Employee by rewarding her with
additional compensation, a bonus in the form of cash or stock may be paid to the
Employee  after a vote of the Board of Directors in the light of the  Employee's
contribution to the Company.

11. Limitations on Authority: Without the express written consent from the Board
of  Directors of the  Company,  the  Employee  shall have no apparent or implied
authority to:

      a)    Pledge the credit of the Company  other than in the ordinary  course
            of business.

      b)    Release or discharge any debt due the Company unless the Company has
            received the full amount  thereof other than in the ordinary  course
            of business.

      c)    Sell,  mortgage,  transfer or otherwise dispose of any assets of the
            Company.


                                      -29-
<PAGE>

12. Survival of Representations and Warranties: The warranties, representations,
covenants and  agreements set forth herein shall be continuous and shall survive
the termination of this Agreement or any part hereof.

13. Entire Agreement:  This Agreement contains the entire understanding  between
the parties hereto with respect to the  transactions  contemplated  hereby,  and
this Agreement supersedes in all respects all written or oral understandings and
agreements heretofore existing between the parties hereto.

14.  Amendment and Waiver:  This Agreement may not be modified or amended except
by an instrument in writing duly  executed by the parties  hereto.  No waiver of
compliance  with any provision or condition  hereof and no consent  provided for
herein shall be effective  unless  evidenced  by an  instrument  in writing duly
executed by the party hereto sought to be charged with such waiver or consent.

15.  Notices.  Notices and  requests  required or permitted  hereunder  shall be
deemed to be delivered hereunder if mailed with postage prepaid or delivered, in
writing as follows:

As to Company:                                   As to Employee:

Medical Media Television, Inc.                   Teresa J. Bray
8406 Benjamin Road, Suite C                      PO Box 93037
Tampa, FL  33634                                 Lakeland, FL  33804

16.  Counterparts:  This Agreement may be executed in one or more  counterparts,
and all counterparts shall constitute one and the same instrument.

17.  Captions:  Captions used herein are for convenience only and are not a part
of this Agreement and shall not be used in construing it.

18. Execution of Document: At any time and from time to time, the parties hereto
shall execute such documents as are necessary to effectuate this Agreement.

19.  Arbitration:  Any  controversy  or claim arising out of or relating to this
Agreement, or the breach thereof, or regarding the failure or refusal to perform
the whole or any part of this  Agreement  shall be settled by  arbitration  in a
mutually  agreeable  location,  in  accordance  with the  rules of the  American
Arbitration Association, and the judgment upon the award rendered may be entered
in any court having  jurisdiction  hereof. Any decision made by an arbitrator or
by the  arbitrators  under the  provision  shall be  enforceable  as a final and
binding  decision  as it if were a  final  decision  or  decree  of a  court  of
competent jurisdiction.

20. General Provisions:

      a)  Assignability:  This  Agreement  shall not be assignable by any of the
      parties to this Agreement  without the prior written  consent of all other
      parties to this Agreement.


                                      -30-
<PAGE>

      b) Service of Process:  The parties  agree that the mailing of any process
      shall  constitute  valid and lawful process  against them if sent via U.S.
      certified mail to the address set forth in Section 17 herein.

      c) The  parties  further  agree  that the  mailing  of any  process  shall
      constitute valid and lawful process against them.

      d) Governing Law: The validity,  construction  and enforcement of, and the
      remedies  hereunder,  this Agreement  shall be governed in accordance with
      the laws of the State of Florida.  Venue for all purposes  shall be deemed
      to lie within  Hillsborough  County,  Florida.  The parties agree that the
      Agreement is one for performance in Florida.  The parties to the Agreement
      agree  that  they  waive  any  objection,  constitutional,   statutory  or
      otherwise,  to a Florida court's exercise of jurisdiction over any dispute
      between them and  specifically  consent to the jurisdiction of the Florida
      courts.  By entering  into the  Agreement,  the parties,  and each of them
      understand  that they may be called  upon to answer a claim  asserted in a
      Florida court.

      e) Severability of Provisions:  The invalidity or  unenforceability of any
      particular  provisions hereof shall not affect the remaining provisions of
      this  Agreement,  and this Agreement shall be construed in all respects as
      if such invalid or unenforceable provisions were omitted.

      f)  Successors  and  Assigns:  The rights and  obligations  of the parties
      hereunder  shall inure to the  benefit of, and be binding and  enforceable
      upon the respective heirs,  successors,  assigns and transferees of either
      party.

      g) Reliance:  All representations and warranties  contained herein, or any
      certificate of other instrument delivered in connection herewith, shall be
      deemed to have been relied upon by the parties hereto, notwithstanding any
      independent investigation made by or on behalf of such parties.

      h) Attorney's  Fees: The parties hereby agree that in the event any of the
      terms and  conditions  contained  in this  Agreement  must be  enforced by
      reason of any past,  existing or future delinquency of payment, or failure
      of  observance or of  performance  by any of the parties  hereto,  in such
      instance,  the defaulting party shall be liable for reasonable  collection
      and/or legal fees, trial and appellate levels, any expenses and legal fees
      incurred,  including  time  spent in  supervision  of  paralegal  work and
      paralegal time, and any other  expenses,  and costs incurred in connection
      with the enforcement of any available remedy.


                                      -31-
<PAGE>

               [SIGNATURE PAGE TO ___________EMPLOYMENT AGREEMENT]

      IN WITNESS WHEREOF, the parties have executed the Agreement on the day and
year first written above.

                                       "COMPANY"

                                       MEDICAL MEDIA TELEVISION, INC.


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

                                       "EMPLOYEE"


                                       -----------------------------------------
                                           Teresa J. Bray


                                      -32-
<PAGE>

                                   Exhibit "C"

                              EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement"), effective as of ____________, 2005,
is by and between Medical Media Television,  Inc., a Florida  corporation with a
mailing  address of 8406  Benjamin  Road,  Suite C,  Tampa,  Florida  33634 (the
"Company"),  and Donald R.  Mastropietro,  an  individual  maintaining a mailing
address of 325 Whitfield Avenue, Sarasota, Florida 34243 ("Employee").

                                   WITNESSETH:

      In consideration of the covenants and agreements  herein contained and the
monies to be paid  hereunder,  the Company agrees to hire the Employee,  and the
Employee agrees to work for the Company upon the following terms and conditions:

1.  Duties of  Employee:  The  Employee  is  employed  by the  Company to render
services on behalf of the Company as Senior Vice  President of Finance and Chief
Financial Officer.

2.  Devotion of Time to  Employment:  The  Employee  shall  devote such time and
attention to the business and affairs of the Company as is reasonably  necessary
to carry out his duties hereunder,  provided, however, the Employee shall devote
no less than forty (40) hours per week to his duties hereunder.

3.  Compensation:  For the  services  to be  rendered  by  Employee  under  this
Agreement, the Company shall pay Employee a salary of $128,400 per year, payable
in arrears in equal semi-monthly installments of $5,350.00. Any salary increases
will be at the discretion of the Board of Directors of the Company.

The Company  shall  purchase at its expense,  a major medical  insurance  policy
insuring the Employee and his  dependents,  which  policies  shall be reasonably
acceptable to the parties hereto.  The Employee warrants that neither he nor the
dependents,  currently or  historically,  have any exceptional  medical problems
which would cause them to be either  uninsurable  or for which coverage would be
excessively expensive.

Employee  shall be eligible to  participate  in such stock option or stock bonus
plan or similar plans as are established by the Company's Board of Directors.

4. Term of Agreement:  The term of this  five-year  Agreement  shall commence on
__________, 2005 and terminate on ________________, 2010.

5. Reimbursable Expenses: Except as herein otherwise provided, the Company shall
reimburse the Employee for all  expenses,  or the Employee is entitled to charge
to the  Company  all  expenses  incurred  by him, in and about the course of his
employment  by the  Company,  provided  that  sufficient  proof is  furnished to
Employer. Such expenses shall include but not be limited to:


                                      -33-
<PAGE>

      a)    License fees,  membership  dues in professional  organizations,  and
            subscriptions to professional journals.

      b)    The Employee's  necessary  travel hotel and  entertainment  expenses
            incurred  in  connection  with  overnight,   out-of-town  trips  for
            educational, professional or other related meetings or in connection
            with other events that contribute to the benefit of the Company.

      c)    The  Employee's  necessary  travel  and  entertainment  expenses  in
            connection with in-town events for education  professional and other
            related  meetings or in connection with other events that contribute
            to the benefit of the Company;

      d)    Other expense as pre-approved.

6. Vacation:  The Employee shall be entitled to two weeks of fully paid vacation
per calendar year or such  additional  time as is authorized by the Company from
time to time.

7. Sick or Other  Leave:  The  Employee  shall be entitled to such sick or other
leave on the same basis as the Company shall establish for its employees holding
positions and  performing  duties  substantially  similar to those  performed by
Employee.

8. Termination of Agreement:

      a)  Termination  by Company  for Cause:  The Company  may  terminate  this
      Agreement  at any time for cause if  Employee  becomes  unfit to  properly
      render  services  to Company  hereunder  because  of: (i)  alcohol or drug
      related abuses consistent with applicable laws and Employer's  procedures,
      (ii) proven  commission  of a felony,  or (iii) a material  breach of this
      Agreement  which is not cured within sixty (60) days after written  notice
      is given by Company to Employee  which notice shall  specify in reasonable
      detail  the   circumstances   claimed  to  provide   the  basis  for  such
      termination.  Except for termination pursuant to Section 8.a.iii.  hereof,
      termination shall be effective upon the delivery of written notice thereof
      to the Employee or at such later time as may be designated in said notice.
      In the event Company shall terminate Employee pursuant to Section 8.a.iii.
      hereof,  said termination shall be effective sixty (60) days after written
      notice  is  delivered  to the  Employee  or at such  later  time as may be
      designated  in said notice  provided  said breach is not cured  within the
      sixty day period. Upon termination,  the Employee shall vacate the offices
      of the Company on or before such  effective  date.  All  compensation  due
      hereunder shall cease as of said effective date.

      b) Termination by Employee for Cause:  The Employee may elect to terminate
      this Agreement at any time for cause  provided he delivers  written notice
      of such  intention to terminate not less than sixty (60) days prior to the
      date of such termination,  which notice shall specify in reasonable detail
      the circumstances  claimed to provide the basis for such  termination.  As
      used in this  subsection,  the term for "cause"  shall mean if the Company
      unreasonably  changes  Employee's  duties,  responsibilities,  or  working
      conditions  or takes  any  other  actions  which  impede  Employee  in the
      performance  of his duties  hereunder.  If the  Employee  terminates  this
      Agreement for cause, the Company shall, as severance pay, pay the Employee
      an amount equal to six (6) months of his compensation then in effect.


                                      -34-
<PAGE>

      c)  Termination  by Company Not for Cause:  The Company may terminate this
      Agreement at any time not for cause,  provided  however,  that the Company
      shall,  as  severance  pay,  pay the  Employee an amount  equal to six (6)
      months of his compensation then in effect.

      d)  Termination  by  Employee  Not for Cause:  The  Employee  may elect to
      terminate  this  Agreement at any time not for cause  provided he delivers
      written  notice of such  intention  to  terminate  not less than one month
      prior to the date of such termination.  All compensation shall cease as of
      the effective date specified in such notice.

9. Non-Disclosure; Prohibited Activities:

      a)  Confidentiality;  Return of Company  Property.  Employee  agrees  that
during the course of his  employment  with the Company and until the date ending
two (2) years following the  termination of his  employment,  Employee will keep
confidential information confidential and, except as necessary during the course
of his employment,  will not disclose any confidential information to any person
or entity or, directly or indirectly,  use for his own account, any confidential
information.  Upon the termination of employment,  Employee promptly will supply
to the Company all property (including all files, customer lists, etc.) that has
been produced or received by Employee  during his  employment  with the Company,
whether or not related to the confidential information.  The obligations of this
Section  11.a) will be in addition to any other  agreements  that  Employee  has
entered into with the Company regarding the receipt of confidential information.

      b) Non-Solicitation; Non-Disparagement. Employee will not, during the term
of the Agreement and for the two (2) year period  following the  termination  of
the  Agreement  for  any  reason,  directly  or  indirectly:   (i)  solicit  for
employment,  or employ  any  person  who,  at the time of such  solicitation  or
employment, is employed by the Company or was employed by the Company during the
twelve (12) month period prior to the  solicitation  or  employment or induce or
attempt to induce any person to terminate  employment with the Company;  (ii) do
business with or solicit customers, except as necessary during the course of his
employment,  or  engage  in any  activity  intended  to  terminate,  disrupt  or
interfere with the Company's relationships with its customers;  and (iii) engage
in any conduct or make any statement  disparaging or criticizing the Company, or
any products or services offered by the Company.

      c)  Non-Competition.  During the term of the Agreement and for the two (2)
year period  following the  termination  of the  Agreement  for any reason,  the
Employee will not,  directly or  indirectly,  alone or in  conjunction  with any
other person or entity,  own,  manage,  operate or control or participate in the
ownership,  management,  operation  or control of, or become  associated,  as an
employee,  director,  officer, advisor, agent, consultant,  principal,  partner,
member or independent contractor with or lender to, any person or entity engaged
in or aiding others to engage in business competitive with the Company,  located
anywhere in the United States of America.


                                      -35-
<PAGE>

      d)  Divisibility  of Covenant  Period.  If any  covenant  contained in the
Agreement is held to be unreasonable,  arbitrary or against public policy,  such
covenant shall be considered divisible both as to time,  customers,  competitive
services and geographical area, such that each month within the specified period
shall be deemed a separate  period of time,  each customer a separate  customer,
each  competitive  service  a  separate  service  and each  geographical  area a
separate  geographical  area,  resulting  in an  intended  requirement  that the
longest  lesser time and largest  lesser  customer  base,  service  offering and
geographical area determined not to be unreasonable, arbitrary or against public
policy shall remain effective and be specifically enforceable against Employee.

      e) Enforcement. Employee acknowledges that (i) confidential information is
a valuable asset of the Company and use of such  confidential  information would
allow Employee to unfairly  compete against the Company,  (ii) the  restrictions
contained in the Agreement are  reasonable in scope and are necessary to protect
the Company's  legitimate  interests in protecting  its business,  and (iii) any
violation of the restrictions  contained in the Agreement will cause significant
and irreparable harm to the Company for which the Company has no adequate remedy
at law. The parties  agree that damages at law,  including,  but not limited to,
monetary damages,  will or may be an insufficient remedy to the Company and that
(in addition to any  remedies  that are  available to the Company,  all of which
shall be deemed to be  cumulative  and retained by the Company and not waived by
the  enforcement  of any remedy  available  hereunder) the Company shall also be
entitled to obtain injunctive  relief,  including but not limited to a temporary
restraining  order,  a  temporary  or  preliminary  injunction  or  a  permanent
injunction,  to enforce the provisions of the Agreement, as well as an equitable
accounting of and  constructive  trust for all profits or other benefits arising
out of or related to any such violation,  all of which shall  constitute  rights
and remedies to which the Company may be entitled.

      f) Intent of Parties; Survival. The covenants of Employee contained in the
Section 11 shall be construed as agreements  independent of any other  provision
of Employee's  employment  (including  employment  under the  Agreement) and the
existence of any claim of the Employee  against the Company shall not constitute
a defense to the  enforcement  by the Company of any  covenant  contained in the
section.  The covenants contained in this Section 11 shall survive  termination,
expiration, non-renewal or cancellation of the Agreement.

10. Bonus: To provide  greater  incentive for the Employee by rewarding him with
additional compensation, a bonus in the form of cash or stock may be paid to the
Employee  after a vote of the Board of Directors in the light of the  Employee's
contribution to the Company.

11. Limitations on Authority: Without the express written consent from the Board
of  Directors of the  Company,  the  Employee  shall have no apparent or implied
authority to:

      a)    Pledge the credit of the Company  other than in the ordinary  course
            of business.

      b)    Release or discharge any debt due the Company unless the Company has
            received the full amount  thereof other than in the ordinary  course
            of business.

      c)    Sell,  mortgage,  transfer or otherwise dispose of any assets of the
            Company.


                                      -36-
<PAGE>

12. Survival of Representations and Warranties: The warranties, representations,
covenants and  agreements set forth herein shall be continuous and shall survive
the termination of this Agreement or any part hereof.

13. Entire Agreement:  This Agreement contains the entire understanding  between
the parties hereto with respect to the  transactions  contemplated  hereby,  and
this Agreement supersedes in all respects all written or oral understandings and
agreements heretofore existing between the parties hereto.

14.  Amendment and Waiver:  This Agreement may not be modified or amended except
by an instrument in writing duly  executed by the parties  hereto.  No waiver of
compliance  with any provision or condition  hereof and no consent  provided for
herein shall be effective  unless  evidenced  by an  instrument  in writing duly
executed by the party hereto sought to be charged with such waiver or consent.

15.  Notices.  Notices and  requests  required or permitted  hereunder  shall be
deemed to be delivered hereunder if mailed with postage prepaid or delivered, in
writing as follows:

As to Company:                               As to Employee:

Medical Media Television, Inc.               Donald R. Mastropietro
8406 Benjamin Road, Suite C                  325 Whitfield Avenue
Tampa, FL  33634                             Sarasota, FL  34243

16.  Counterparts:  This Agreement may be executed in one or more  counterparts,
and all counterparts shall constitute one and the same instrument.

17.  Captions:  Captions used herein are for convenience only and are not a part
of this Agreement and shall not be used in construing it.

18. Execution of Document: At any time and from time to time, the parties hereto
shall execute such documents as are necessary to effectuate this Agreement.

19.  Arbitration:  Any  controversy  or claim arising out of or relating to this
Agreement, or the breach thereof, or regarding the failure or refusal to perform
the whole or any part of this  Agreement  shall be settled by  arbitration  in a
mutually  agreeable  location,  in  accordance  with the  rules of the  American
Arbitration Association, and the judgment upon the award rendered may be entered
in any court having  jurisdiction  hereof. Any decision made by an arbitrator or
by the  arbitrators  under the  provision  shall be  enforceable  as a final and
binding  decision  as it if were a  final  decision  or  decree  of a  court  of
competent jurisdiction.

20. General Provisions:

      a)  Assignability:  This  Agreement  shall not be assignable by any of the
      parties to this Agreement  without the prior written  consent of all other
      parties to this Agreement.


                                      -37-
<PAGE>

      b) Service of Process:  The parties  agree that the mailing of any process
      shall  constitute  valid and lawful process  against them if sent via U.S.
      certified mail to the address set forth in Section 17 herein.

      c) Governing Law: The validity,  construction  and enforcement of, and the
      remedies  hereunder,  this Agreement  shall be governed in accordance with
      the laws of the State of Florida.  Venue for all purposes  shall be deemed
      to lie within  Hillsborough  County,  Florida.  The parties agree that the
      Agreement is one for performance in Florida.  The parties to the Agreement
      agree  that  they  waive  any  objection,  constitutional,   statutory  or
      otherwise,  to a Florida court's exercise of jurisdiction over any dispute
      between them and  specifically  consent to the jurisdiction of the Florida
      courts.  By entering  into the  Agreement,  the parties,  and each of them
      understand  that they may be called  upon to answer a claim  asserted in a
      Florida court.

      d) Severability of Provisions:  The invalidity or  unenforceability of any
      particular  provisions hereof shall not affect the remaining provisions of
      this  Agreement,  and this Agreement shall be construed in all respects as
      if such invalid or unenforceable provisions were omitted.

      e)  Successors  and  Assigns:  The rights and  obligations  of the parties
      hereunder  shall inure to the  benefit of, and be binding and  enforceable
      upon the respective heirs,  successors,  assigns and transferees of either
      party.

      f) Reliance:  All representations and warranties  contained herein, or any
      certificate of other instrument delivered in connection herewith, shall be
      deemed to have been relied upon by the parties hereto, notwithstanding any
      independent investigation made by or on behalf of such parties.

      g) Attorney's  Fees: The parties hereby agree that in the event any of the
      terms and  conditions  contained  in this  Agreement  must be  enforced by
      reason of any past,  existing or future delinquency of payment, or failure
      of  observance or of  performance  by any of the parties  hereto,  in such
      instance,  the defaulting party shall be liable for reasonable  collection
      and/or legal fees, trial and appellate levels, any expenses and legal fees
      incurred,  including  time  spent in  supervision  of  paralegal  work and
      paralegal time, and any other  expenses,  and costs incurred in connection
      with the enforcement of any available remedy.


                                      -38-
<PAGE>

               [SIGNATURE PAGE TO ___________EMPLOYMENT AGREEMENT]

      IN WITNESS WHEREOF, the parties have executed the Agreement on the day and
year first written above.

                                       "COMPANY"

                                       MEDICAL MEDIA TELEVISION, INC.


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

                                       "EMPLOYEE"


                                       -----------------------------------------
                                           Donald R. Mastropietro