Exh. 10.12 - Port Warrant dated April 1, 2006 for 312,500 shares

THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED
OR OTHERWISE  DISPOSED OF UNLESS  REGISTERED  UNDER THE SECURITIES ACT AND UNDER
APPLICABLE  STATE SECURITIES LAWS OR MEDICAL MEDIA  TELEVISION,  INC. SHALL HAVE
RECEIVED  AN  OPINION  OF  COUNSEL  REASONABLY  SATISFACTORY  TO  MEDICAL  MEDIA
TELEVISION,  INC. THAT  REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT
AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                         MEDICAL MEDIA TELEVISION, INC.


                             Expires March 31, 2011

                                                       Number of Shares: 312,500
Date of Issuance: April 1, 2006                        Warrant No.:     W-SP0401


         FOR VALUE  RECEIVED,  subject to the provisions  hereinafter set forth,
the undersigned, Medical Media Television, Inc., a Florida corporation (together
with its successors and assigns, the "Issuer"),  hereby certifies that Steven J.
Port,  a resident  of  California  (or his  registered  assigns)  is entitled to
subscribe  for and purchase,  during the Term (as  hereinafter  defined),  Three
Hundred Twelve Thousand Five Hundred  (312,500)  shares of the duly  authorized,
validly issued, fully paid and non-assessable  Common Stock of the Issuer, at an
exercise  price per share of $.75 subject,  however,  to the provisions and upon
the terms and conditions  hereinafter set forth.  Capitalized terms used in this
Warrant and not  otherwise  defined  herein shall have the  respective  meanings
specified in Section 9 hereof.

         1. Term.  The term of this Warrant shall  commence on April 1, 2006 and
shall expire at 5:00 p.m.,  Eastern  Time,  on March 31, 2011 (such period being
the "Term").

         2. Method of Exercise  Payment;  Issuance of New Warrant;  Transfer and
Exchange.

                  (a) Time of Exercise.  The purchase rights represented by this
Warrant may be exercised in whole or in part during the Term commencing on April
1, 2006 and expiring on March 31, 2011.

                  (b) Method of Exercise.  The Holder  hereof may exercise  this
Warrant,  in  whole or in part,  by the  surrender  of this  Warrant  (with  the
exercise form  attached  hereto duly  executed) at the  principal  office of the
Issuer, and by the payment to the Issuer of an amount of consideration  therefor
equal to the Warrant  Price,  payable at such Holder's  election by certified or
official bank check or by wire transfer to an account designated by the Issuer.
<PAGE>

                  (c)  Issuance  of  Stock  Certificates.  In the  event  of any
exercise  of the  rights  represented  by this  Warrant in  accordance  with and
subject to the terms and conditions  hereof,  (i) certificates for the shares of
Warrant  Stock  so  purchased  shall  be dated  the  date of such  exercise  and
delivered to the Holder hereof within a reasonable time, not exceeding three (3)
Trading Days after such  exercise and the Holder  hereof shall be deemed for all
purposes to be the holder of the shares of Warrant  Stock so purchased as of the
date of such  exercise  and,  unless  this  Warrant has  expired,  a new Warrant
representing  the number of shares of Warrant  Stock,  if any,  with  respect to
which this Warrant  shall not then have been  exercised  shall also be issued to
the Holder hereof at the Issuer's expense within such time.

                  (d) Transferability of Warrant.  Subject to provisions herein,
this Warrant may be  transferred  by a Holder without the consent of the Issuer.
If  transferred  pursuant to this  paragraph  and subject to the  provisions  of
subsection  (f) of this Section 2, this Warrant may be  transferred on the books
of the Issuer by the  Holder  hereof in person or by duly  authorized  attorney,
upon surrender of this Warrant at the principal  office of the Issuer,  properly
endorsed (by the Holder executing an assignment in the form attached hereto) and
upon payment of any necessary transfer tax or other governmental  charge imposed
upon such transfer.  This Warrant is exchangeable at the principal office of the
Issuer for Warrants for the purchase of the same  aggregate  number of shares of
Warrant  Stock,  each new Warrant to represent the right to purchase such number
of shares of Warrant Stock as the Holder  hereof shall  designate at the time of
such exchange.  All Warrants  issued on transfers or exchanges shall be dated as
of the Original Issue Date and shall be identical with this Warrant except as to
the name of the Holder or the number of shares of Warrant Stock, as applicable.

                  (e) Continuing Rights of Holder.  The Issuer will, at the time
of or at any time after each exercise of this  Warrant,  upon the request of the
Holder  hereof,  acknowledge  in writing the extent,  if any, of its  continuing
obligation  to afford to such  Holder  all  rights to which  such  Holder  shall
continue to be entitled after such exercise in accordance with the terms of this
Warrant,  provided  that if any such Holder shall fail to make any such request,
the failure shall not affect the  continuing  obligation of the Issuer to afford
such rights to such Holder.

                  (f) Compliance with Securities Laws.

                    (i)  The  Holder  of this  Warrant,  by  acceptance  hereof,
acknowledges  that this Warrant or the shares of Warrant Stock to be issued upon
exercise  hereof are being acquired  solely for the Holder's own account and not
as a nominee for any other party,  and for investment,  and that the Holder will
not offer,  sell or  otherwise  dispose of this Warrant or any shares of Warrant
Stock  to be  issued  upon  exercise  hereof  except  pursuant  to an  effective
registration statement, or an exemption from registration,  under the Securities
Act and any applicable state securities laws.

                    (ii) Except as  provided  in  paragraph  (iii)  below,  this
Warrant and all  certificates  representing  shares of Warrant Stock issued upon
exercise hereof shall be stamped or imprinted with a legend in substantially the
following form:

                  THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON
                  EXERCISE HEREOF HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES
                  ACT OF 1933,  AS AMENDED (THE  "SECURITIES  ACT") OR ANY STATE
                  SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE
                  DISPOSED OF UNLESS  REGISTERED  UNDER THE  SECURITIES  ACT AND
                  UNDER  APPLICABLE  STATE  SECURITIES  LAWS  OR  MEDICAL  MEDIA
                  TELEVISION,  INC.  SHALL HAVE  RECEIVED  AN OPINION OF COUNSEL
                  REASONABLY SATISFACTORY TO MEDICAL MEDIA TELEVISION, INC. THAT
                  REGISTRATION OF SUCH  SECURITIES  UNDER THE SECURITIES ACT AND
                  UNDER THE PROVISIONS OF APPLICABLE  STATE  SECURITIES  LAWS IS
                  NOT REQUIRED.


                                        2
<PAGE>

                    (iii)  The  Issuer   agrees  to  reissue   this  Warrant  or
certificates representing any of the Warrant Stock, without the legend set forth
above if at such time, prior to making any transfer of any such securities,  the
Holder shall give written  notice to the Issuer  describing the manner and terms
of such transfer and removal as the Issuer may reasonably request. Such proposed
transfer and removal will not be effected  until:  (a) either (i) the Issuer has
received an opinion of counsel  reasonably  satisfactory  to the Issuer,  to the
effect that the  registration of such securities under the Securities Act is not
required  in  connection  with  such  proposed  transfer,  (ii)  a  registration
statement  under the Securities Act covering such proposed  disposition has been
filed by the Issuer with the Securities  and Exchange  Commission and has become
effective under the Securities Act, (iii) the Issuer has received other evidence
reasonably  satisfactory to the Issuer that such  registration and qualification
under the Securities Act and state securities laws are not required, or (iv) the
Holder provides the Issuer with reasonable  assurances that such security can be
sold  pursuant  to Rule 144 under the  Securities  Act;  and (b)  either (i) the
Issuer has received an opinion of counsel reasonably satisfactory to the Issuer,
to the effect that  registration or qualification  under the securities or "blue
sky"  laws of any  state  is not  required  in  connection  with  such  proposed
disposition,  or (ii) compliance with applicable  state securities or "blue sky"
laws has been effected or a valid  exemption  exists with respect  thereto.  The
Issuer will  respond to any such notice from a holder  within five (5)  business
days. In the case of any proposed  transfer under this Section,  the Issuer will
use reasonable  efforts to comply with any such applicable  state  securities or
"blue  sky"  laws,  but  shall in no event be  required,  (x) to  qualify  to do
business  in any state  where it is not then  qualified,  (y) to take any action
that would  subject it to tax or to the general  service of process in any state
where it is not then  subject,  or (z) to comply with state  securities or "blue
sky" laws of any state for which  registration by coordination is unavailable to
the Issuer.  The restrictions on transfer  contained in this Section shall be in
addition to, and not by way of limitation of, any other restrictions on transfer
contained in any other section of this Warrant.

                  (g) In no event may the Holder  exercise this Warrant in whole
or in  part  unless  the  Holder  is an  "accredited  investor"  as  defined  in
Regulation D under the Securities Act.

         3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

                  (a)  Stock  Fully  Paid.  The  Issuer  represents,   warrants,
covenants  and agrees that all shares of Warrant  Stock which may be issued upon
the  exercise  of this  Warrant or  otherwise  hereunder  will,  when  issued in
accordance with the terms of this Warrant,  be duly authorized,  validly issued,
fully paid and non-assessable and free from all taxes, liens and charges created
by or through  Issuer.  The Issuer further  covenants and agrees that during the
period within which this Warrant may be exercised,  the Issuer will at all times
have  authorized and reserved for the purpose of the issue upon exercise of this
Warrant  a  sufficient  number of shares  of  Common  Stock to  provide  for the
exercise of this Warrant.

                  (b) Reservation.  If any shares of Common Stock required to be
reserved for  issuance  upon  exercise of this Warrant or as otherwise  provided
hereunder require registration or qualification with any governmental  authority
under any federal or state law before  such shares may be so issued,  the Issuer
will in good faith use its reasonable best efforts as  expeditiously as possible
at its expense to cause such shares to be duly  registered or qualified.  If the
Issuer  shall  list any shares of Common  Stock on any  securities  exchange  or
market it will,  at its  expense,  list  thereon,  maintain  and  increase  when
necessary such listing,  of all shares of Warrant Stock from time to time issued
upon exercise of this Warrant or as otherwise provided hereunder  (provided that
such Warrant  Stock has been  registered  pursuant to a  registration  statement
under the Securities Act then in effect),  and, to the extent  permissible under
the applicable  securities  exchange rules, all unissued shares of Warrant Stock
which are at any time issuable hereunder,  so long as any shares of Common Stock
shall be so listed. The Issuer will also so list on each securities  exchange or
market, and will maintain such listing of, any other securities which the Holder
of this  Warrant  shall be entitled to receive upon the exercise of this Warrant
if at the time  any  securities  of the  same  class  shall  be  listed  on such
securities exchange or market by the Issuer.


                                        3
<PAGE>

                  (c) Covenants.  The Issuer shall not by any action  including,
without limitation, amending the Articles of Incorporation or the by-laws of the
Issuer,  or through  any  reorganization,  transfer  of  assets,  consolidation,
merger,  dissolution,  issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such  actions as may be  necessary  or  appropriate  to
protect  the  rights  of the  Holder  hereof  against  dilution  (to the  extent
specifically provided herein) or impairment.  Without limiting the generality of
the  foregoing,  the Issuer  will (i) not permit the par value,  if any,  of its
Common  Stock to exceed  the then  effective  Warrant  Price,  (ii) not amend or
modify any provision of the Articles of  Incorporation  or by-laws of the Issuer
in any manner  that  would  adversely  affect  the rights of the  Holders of the
Warrants  in their  capacity  as  Holders of the  Warrants,  (iii) take all such
action as may be  reasonably  necessary in order that the Issuer may validly and
legally  issue fully paid and  nonassessable  shares of Common  Stock,  free and
clear  of any  liens,  claims,  encumbrances  and  restrictions  (other  than as
provided herein) upon the exercise of this Warrant,  and (iv) use its reasonable
best efforts to obtain all such authorizations,  exemptions or consents from any
public  regulatory  body  having  jurisdiction  thereof  as  may  be  reasonably
necessary to enable the Issuer to perform its obligations under this Warrant.

                  (d) Loss,  Theft,  Destruction  of  Warrants.  Upon receipt of
evidence  satisfactory  to the Issuer of the  ownership of and the loss,  theft,
destruction  or  mutilation  of any  Warrant  and, in the case of any such loss,
theft or destruction,  upon receipt of indemnity or security satisfactory to the
Issuer or, in the case of any such  mutilation,  upon surrender and cancellation
of such Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

         4. Adjustment of Warrant Price and Warrant Share Number.  The number of
shares of Common Stock for which this Warrant is  exercisable,  and the price at
which such  shares may be  purchased  upon  exercise of this  Warrant,  shall be
subject  to  adjustment  from time to time as set forth in this  Section  4. The
Issuer shall give the Holder notice of any event  described below which requires
an adjustment pursuant to this Section 4 in accordance with Section 5.

                  (a)   Recapitalization,    Reorganization,   Reclassification,
Consolidation, Merger or Sale.

                    (i) In case the Issuer after the  Original  Issue Date shall
do any of the following (each, a "Triggering  Event"):  (a) consolidate or merge
with or into another  corporation where the holders of outstanding  Voting Stock
prior to such  merger or  consolidation  do not own over 50% of the  outstanding
Voting Stock of the merged or consolidated  entity immediately after such merger
or  consolidation,  or (b) sell all or  substantially  all of its  properties or
assets  to any other  Person,  or (c)  change  the  Common  Stock to the same or
different  number  of  shares  of any class or  classes  of  stock,  whether  by
reclassification,  exchange,  substitution or otherwise  (other than by way of a
stock  split or  combination  of  shares  or stock  dividends  or  distributions
provided  for in  Section  4(b)  or  Section  4(c)),  or (d)  effect  a  capital
reorganization  (other than by way of a stock split or  combination of shares or
stock dividends or distributions  provided for in Section 4(b) or Section 4(c)),
then, and in the case of each such Triggering  Event,  proper provision shall be
made so that,  upon the basis and the terms and in the manner  provided  in this
Warrant,  the Holder of this Warrant shall be entitled upon the exercise  hereof
at any time after the consummation of such Triggering  Event, to the extent this
Warrant  is not  exercised  prior to such  Triggering  Event,  to receive at the
Warrant Price in effect at the time  immediately  prior to the  consummation  of
such Triggering Event in lieu of the Common Stock issuable upon such exercise of
this Warrant prior to such Triggering  Event, the securities,  cash and property
to which such Holder  would have been  entitled  upon the  consummation  of such
Triggering  Event if such Holder had  exercised the rights  represented  by this
Warrant  immediately prior thereto,  subject to adjustments  (subsequent to such
corporate action) as nearly  equivalent as possible to the adjustments  provided
for elsewhere in this Section 4.


                                        4
<PAGE>

                    (ii)  Notwithstanding  anything contained in this Warrant to
the contrary,  a Triggering Event shall not be deemed to have occurred if, prior
to the  consummation  thereof,  each Person (other than the Issuer) which may be
required to deliver any  securities,  cash or property upon the exercise of this
Warrant as provided herein shall assume, by written instrument delivered to, and
reasonably  satisfactory to, the Holder of this Warrant,  (A) the obligations of
the Issuer under this Warrant (and if the Issuer shall survive the  consummation
of such Triggering Event, such assumption shall be in addition to, and shall not
release the Issuer from,  any  continuing  obligations  of the Issuer under this
Warrant)  and (B) the  obligation  to  deliver  to such  Holder  such  shares of
securities,  cash or property as, in accordance with the foregoing provisions of
this subsection  (a), such Holder shall be entitled to receive,  and such Person
shall have similarly delivered to such Holder a written acknowledgement executed
by the President or Chief  Financial  Officer of the Company,  stating that this
Warrant shall thereafter  continue in full force and effect and the terms hereof
(including,  without  limitation,  all of the provisions of this subsection (a))
shall be applicable to the securities, cash or property which such Person may be
required to deliver  upon any  exercise of this  Warrant or the  exercise of any
rights pursuant hereto.

                  (b) Stock Dividends,  Subdivisions and Combinations. If at any
time the Issuer shall:

                    (i) make or issue or set a record  date for the  holders  of
its Common Stock for the purpose of entitling them to receive a dividend payable
in, or other distribution of, shares of Common Stock,

                    (ii)  effect a stock  split  of its  outstanding  shares  of
Common Stock into a larger number of shares of Common Stock, or

                    (iii) combine its outstanding  shares of Common Stock into a
smaller number of shares of Common Stock,

then (1) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  occurrence  of such event would own or be entitled to
receive  after the  happening of such event,  and (2) the Warrant  Price then in
effect  shall  be  adjusted  to  equal  (A) the  Warrant  Price  then in  effect
multiplied  by the number of shares of Common  Stock for which  this  Warrant is
exercisable  immediately  prior to the  adjustment  divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable  immediately  after
such adjustment.


                                        5
<PAGE>

Notwithstanding  the  foregoing,  if such  record date shall have been fixed and
such dividend is not fully paid or if such distribution is not fully made on the
date fixed  therefor,  the  Warrant  Price  shall be  adjusted  pursuant to this
paragraph as of the time of actual payment of such dividends or distributions.

                  (d)  Certain  Other  Distributions.  If at any time the Issuer
shall make or issue or set a record date for the determination of the holders of
its Common  Stock for the purpose of  entitling  them to receive any dividend or
other distribution of:

                    (i) cash (other than a cash dividend payable out of earnings
or earned surplus legally  available for the payment of dividends under the laws
of the jurisdiction of incorporation of the Issuer),

                    (ii) any evidences of its indebtedness,  any shares of stock
of any class or any other securities or property of any nature whatsoever (other
than cash, Common Stock Equivalents or Additional Shares of Common Stock), or

                    (iii)  any  warrants  or other  rights to  subscribe  for or
purchase any evidences of its indebtedness,  any shares of stock of any class or
any other  securities  or  property of any nature  whatsoever  (other than cash,
Common Stock Equivalents or Additional Shares of Common Stock),

then (1) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable  shall be  adjusted  to equal the product of the number of shares of
Common Stock for which this  Warrant is  exercisable  immediately  prior to such
adjustment  multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator  of which  shall be such Per Share  Market  Value  minus the  amount
allocable to one share of Common Stock of any such cash so distributable  and of
the fair value (as  determined  in good faith by the Board of  Directors  of the
Issuer and supported by an opinion from an investment banking firm of recognized
national standing acceptable to (but not affiliated with) the Holder) of any and
all such  evidences  of  indebtedness,  shares of  stock,  other  securities  or
property or warrants or other  subscription or purchase rights so distributable,
and (2) the  Warrant  Price then in effect  shall be  adjusted  to equal (A) the
Warrant Price then in effect  multiplied by the number of shares of Common Stock
for which  this  Warrant  is  exercisable  immediately  prior to the  adjustment
divided  by (B) the number of shares of Common  Stock for which this  Warrant is
exercisable immediately after such adjustment.  A reclassification of the Common
Stock  (other  than a change in par value,  or from par value to no par value or
from no par value to par value)  into  shares of Common  Stock and shares of any
other class of stock shall be deemed a distribution by the Issuer to the holders
of its  Common  Stock of such  shares of such  other  class of stock  within the
meaning of this  Section  4(c) and, if the  outstanding  shares of Common  Stock
shall be changed into a larger or smaller  number of shares of Common Stock as a
part of such  reclassification,  such change  shall be deemed a  subdivision  or
combination,  as the case may be, of the  outstanding  shares  of  Common  Stock
within the meaning of Section 4(b).

Notwithstanding  the  foregoing,  if such  record date shall have been fixed and
such dividend is not fully paid or if such distribution is not fully made on the
date fixed  therefor,  the  Warrant  Price  shall be  adjusted  pursuant to this
Section  4(d)  as  of  the  time  of  actual   payment  of  such   dividends  or
distributions.


                                        6
<PAGE>

                  (e) Purchase of Common  Stock by the Issuer.  If the Issuer at
any time while this Warrant is outstanding shall, directly or indirectly through
a Subsidiary or otherwise,  purchase,  redeem or otherwise acquire any shares of
Common Stock at a price per share greater than the Per Share Market Value,  then
the Warrant Price upon each such purchase,  redemption or  acquisition  shall be
adjusted  to that  price  determined  by  multiplying  such  Warrant  Price by a
fraction (i) the numerator of which shall be the number of shares of Outstanding
Common Stock immediately prior to such purchase, redemption or acquisition minus
the number of shares of Common Stock which the aggregate  consideration  for the
total number of such shares of Common Stock so  purchased,  redeemed or acquired
would purchase at the Per Share Market Value;  and (ii) the denominator of which
shall be the number of shares of Outstanding Common Stock immediately after such
purchase,  redemption or acquisition.  For the purposes of this subsection,  the
date as of which the Per  Share  Market  Price  shall be  computed  shall be the
earlier of (x) the date on which the Issuer shall enter into a firm contract for
the purchase, redemption or acquisition of such Common Stock, or (y) the date of
actual  purchase,  redemption  or  acquisition  of such  Common  Stock.  For the
purposes of this subsection,  a purchase,  redemption or acquisition of a Common
Stock  Equivalent  shall be deemed to be a  purchase  of the  underlying  Common
Stock,  and the  computation  herein  required shall be made on the basis of the
full  exercise,  conversion  or exchange of such Common Stock  Equivalent on the
date as of which such computation is required hereby to be made,  whether or not
such  Common  Stock   Equivalent  is  actually   exercisable,   convertible   or
exchangeable on such date.

                  (f) Other  Provisions  applicable  to  Adjustments  under this
Section.  The  following  provisions  shall  be  applicable  to  the  making  of
adjustments  of the number of shares of Common  Stock for which this  Warrant is
exercisable and the Warrant Price then in effect provided for in this Section 4:

                    (i) Fractional  Interests.  In computing  adjustments  under
this Section 4, fractional interests in Common Stock shall be taken into account
to the nearest one one-hundredth (1/100th) of a share.

                    (ii) When Adjustment Not Required.  If the Issuer shall take
a record of the holders of its Common Stock for the purpose of entitling them to
receive a dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to stockholders thereof,  legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights,  then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment  previously made in respect thereof shall
be rescinded and annulled.

                  (g)  Form  of  Warrant  after  Adjustments.  The  form of this
Warrant need not be changed  because of any  adjustments in the Warrant Price or
the number and kind of Securities purchasable upon the exercise of this Warrant.

                  (h) Escrow of Warrant  Stock.  If after any  property  becomes
distributable  pursuant to this  Section 4 by reason of the taking of any record
of the holders of Common  Stock,  but prior to the  occurrence  of the event for
which such record is taken, and the Holder exercises this Warrant, any shares of
Common Stock issuable upon exercise by reason of such adjustment shall be deemed
the  last  shares  of  Common   Stock  for  which  this   Warrant  is  exercised
(notwithstanding  any other provision to the contrary herein) and such shares or
other property shall be held in escrow for the Holder by the Issuer to be issued
to the Holder upon and to the extent that the event actually  takes place,  upon
payment of the current Warrant Price. Notwithstanding any other provision to the
contrary herein,  if the event for which such record was taken fails to occur or
is  rescinded,  then such  escrowed  shares shall be cancelled by the Issuer and
escrowed property returned.


                                        7
<PAGE>

         5. Notice of  Adjustments.  Whenever the Warrant Price or Warrant Share
Number  shall be adjusted  pursuant  to Section 4 hereof  (for  purposes of this
Section 5, each an  "adjustment"),  the Issuer  shall cause its Chief  Financial
Officer to prepare  and  execute a  certificate  setting  forth,  in  reasonable
detail,  the event requiring the adjustment,  the amount of the adjustment,  the
method by which such  adjustment was calculated  (including a description of the
basis on which the Board  made any  determination  hereunder),  and the  Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such  certificate  to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with  respect to the matters set forth in such  certificate  may at
the option of the Holder of this  Warrant be  submitted  to one of the  national
accounting  firms  currently  known as the "big four"  selected  by the  Holder,
provided  that the Issuer shall have ten (10) days after  receipt of notice from
such Holder of its selection of such firm to object thereto,  in which case such
Holder shall select another such firm and the Issuer shall have no such right of
objection.  The firm  selected by the Holder of this  Warrant as provided in the
preceding  sentence shall be instructed to deliver a written  opinion as to such
matters to the Issuer and such Holder within  thirty (30) days after  submission
to it of such  dispute.  Such opinion  shall be final and binding on the parties
hereto.

         6.  Fractional  Shares.  No fractional  shares of Warrant Stock will be
issued in connection  with any exercise  hereof,  but in lieu of such fractional
shares,  the Issuer  shall make a cash payment  therefor  equal in amount to the
product of the applicable fraction multiplied by the Per Share Market Value then
in effect.

         7.  Ownership Cap and Certain Exercise Restrictions.

                  (a) Notwithstanding anything to the contrary set forth in this
Warrant,  at no time may a Holder of this Warrant  exercise  this Warrant if the
number of shares of Common Stock to be issued  pursuant to such  exercise  would
exceed,  when  aggregated  with all other  shares of Common  Stock owned by such
Holder at such time,  the number of shares of Common Stock which would result in
such Holder  owning more than 4.999% of all of the Common Stock  outstanding  at
such time; provided,  however,  that upon a holder of this Warrant providing the
Issuer with  sixty-one  (61) days notice  (pursuant  to Section 13 hereof)  (the
"Waiver  Notice")  that such Holder  would like to waive this  Section 7(a) with
regard to any or all  shares of Common  Stock  issuable  upon  exercise  of this
Warrant, this Section 7(a) will be of no force or effect with regard to all or a
portion of the Warrant referenced in the Waiver Notice; provided,  further, that
this provision  shall be of no further force or effect during the sixty-one (61)
days immediately preceding the expiration of the term of this Warrant.

                  (b) The Holder may not exercise  the Warrant  hereunder to the
extent  such  exercise  would  result  in the  Holder  beneficially  owning  (as
determined  in  accordance  with Section 13(d) of the Exchange Act and the rules
thereunder)  in excess of 9.999% of the then  issued and  outstanding  shares of
Common Stock, including shares issuable upon exercise of the Warrant held by the
Holder after application of this Section; provided,  however, that upon a holder
of this  Warrant  providing  the Company  with a Waiver  Notice that such holder
would like to waive this Section 7(b) with regard to any or all shares of Common
Stock  issuable upon exercise of this Warrant,  this Section 7(b) shall be of no
force or effect with regard to those shares of Warrant  Stock  referenced in the
Waiver Notice;  provided,  further,  that this provision  shall be of no further
force or effect  during  the  sixty-one  (61)  days  immediately  preceding  the
expiration of the term of this Warrant.

         8.  Registration  Rights.  The  shares of Common  Stock  issuable  upon
exercise of this Warrant shall have standard "piggyback" registration rights.

         9. Definitions.  For the purposes of this Warrant,  the following terms
have the following meanings:

                  "Articles   of   Incorporation"    means   the   Articles   of
         Incorporation  of the Issuer as in effect on the  Original  Issue Date,
         and as hereafter from time to time amended,  modified,  supplemented or
         restated in  accordance  with the terms hereof and thereof and pursuant
         to applicable law.

                  "Board" shall mean the Board of Directors of the Issuer.


                                        8
<PAGE>

                  "Capital  Stock"  means and  includes  (i) any and all shares,
         interests,  participations  or other  equivalents  of or  interests  in
         (however designated)  corporate stock,  including,  without limitation,
         shares of preferred or preference stock, (ii) all partnership interests
         (whether  general or  limited)  in any Person  which is a  partnership,
         (iii) all membership  interests or limited  liability company interests
         in any  limited  liability  company,  and (iv) all equity or  ownership
         interests in any Person of any other type.

                  "Common  Stock" means the Common  Stock,  par value $.0005 per
         share,  of the Issuer and any other Capital Stock into which such stock
         may hereafter be changed.

                  "Convertible  Securities"  means  evidences  of  Indebtedness,
         shares of Capital Stock or other  Securities which are or may be at any
         time convertible  into or exchangeable for Additional  Shares of Common
         Stock.  The term  "Convertible  Security"  means one of the Convertible
         Securities.

                  "Governmental Authority" means any governmental, regulatory or
         self-regulatory   entity,   department,   body,  official,   authority,
         commission, board, agency or instrumentality, whether federal, state or
         local, and whether domestic or foreign.

                  "Holders" mean the Persons who shall from time to time own any
         Warrant. The term "Holder" means one of the Holders.

                  "Independent Appraiser" means a nationally recognized or major
         regional  investment  banking  firm or firm  of  independent  certified
         public  accountants of recognized  standing (which may be the firm that
         regularly  examines  the  financial  statements  of the Issuer) that is
         regularly  engaged in the business of  appraising  the Capital Stock or
         assets of corporations  or other entities as going concerns,  and which
         is not affiliated with either the Issuer or the Holder of any Warrant.

                  "Issuer"  means  Medical  Media  Television, Inc.,  a  Florida
         corporation, and its successors.

                  "Majority  Holders"  means at any time the Holders of Warrants
         exercisable  for a majority  of the shares of  Warrant  Stock  issuable
         under the Warrants at the time outstanding.

                  "Original Issue Date" means April 1, 2006.

                  "OTC  Bulletin  Board" means the  over-the-counter  electronic
         bulletin board.

                  "Other  Common" means any other Capital Stock of the Issuer of
         any class which shall be  authorized at any time after the date of this
         Warrant  (other  than  Common  Stock) and which shall have the right to
         participate  in the  distribution  of earnings and assets of the Issuer
         without limitation as to amount.

                  "Outstanding  Common  Stock"  means,  at any given  time,  the
         aggregate amount of outstanding  shares of Common Stock,  assuming full
         exercise,  conversion  or  exchange  (as  applicable)  of all  options,
         warrants and other Securities which are convertible into or exercisable
         or  exchangeable  for, and any right to subscribe for, shares of Common
         Stock that are outstanding at such time.

                  "Person" means an individual,  corporation,  limited liability
         company,  partnership,   joint  stock  company,  trust,  unincorporated
         organization,  joint venture, Governmental Authority or other entity of
         whatever nature.


                                        9
<PAGE>

                  "Per Share Market Value" means on any particular  date (a) the
         closing bid price for a share of Common  Stock in the  over-the-counter
         market,  as  reported  by the OTC  Bulletin  Board  or in the  National
         Quotation  Bureau  Incorporated  or  similar   organization  or  agency
         succeeding  to its  functions  of  reporting  prices)  at the  close of
         business on such date,  or (b) if the Common Stock is not then reported
         by the OTC Bulletin Board or the National Quotation Bureau Incorporated
         (or similar  organization  or agency  succeeding  to its  functions  of
         reporting prices),  then the average of the "Pink Sheet" quotes for the
         relevant  conversion period, as determined in good faith by the holder,
         or (c) if the Common Stock is not then publicly  traded the fair market
         value of a share of  Common  Stock as  determined  by the Board in good
         faith;  provided,  however, that the Majority Holders, after receipt of
         the determination by the Board, shall have the right to select, jointly
         with the Issuer,  an  Independent  Appraiser,  in which case,  the fair
         market value shall be the determination by such Independent  Appraiser;
         and provided,  further that all  determinations of the Per Share Market
         Value shall be appropriately  adjusted for any stock  dividends,  stock
         splits  or  other  similar   transactions   during  such  period.   The
         determination  of fair market value shall be based upon the fair market
         value of the Issuer  determined  on a going  concern basis as between a
         willing buyer and a willing seller and taking into account all relevant
         factors  determinative  of value, and shall be final and binding on all
         parties.  In determining  the fair market value of any shares of Common
         Stock, no consideration  shall be given to any restrictions on transfer
         of the  Common  Stock  imposed  by  agreement  or by  federal  or state
         securities  laws, or to the existence or absence of, or any limitations
         on, voting rights.

                  "Securities"  means  any  debt  or  equity  securities  of the
         Issuer, whether now or hereafter authorized, any instrument convertible
         into or  exchangeable  for  Securities  or a Security,  and any option,
         warrant or other right to purchase or acquire any Security.  "Security"
         means one of the Securities.

                  "Securities Act" means the Securities Act of 1933, as amended,
         or any similar federal statute then in effect.

                  "Subsidiary"  means  any  corporation  at  least  50% of whose
         outstanding  Voting  Stock  shall  at the  time be  owned  directly  or
         indirectly by the Issuer or by one or more of its  Subsidiaries,  or by
         the Issuer and one or more of its Subsidiaries.

                  "Term" has the meaning specified in Section 1 hereof.

                  "Trading  Day"  means (a) a day on which the  Common  Stock is
         traded on the OTC  Bulletin  Board,  or (b) if the Common  Stock is not
         traded on the OTC  Bulletin  Board,  a day on which the Common Stock is
         quoted in the  over-the-counter  market  as  reported  by the  National
         Quotation Bureau  Incorporated  (or any similar  organization or agency
         succeeding its functions of reporting prices); provided,  however, that
         in the event that the Common Stock is not listed or quoted as set forth
         in (a) or (b)  hereof,  then  Trading  Day  shall  mean any day  except
         Saturday, Sunday and any day which shall be a legal holiday or a day on
         which banking  institutions  in the State of New York are authorized or
         required by law or other government action to close.

                  "Voting  Stock" means,  as applied to the Capital Stock of any
         corporation, Capital Stock of any class or classes (however designated)
         having  ordinary  voting  power for the  election  of a majority of the
         members of the Board of  Directors  (or other  governing  body) of such
         corporation,  other than Capital Stock having such power only by reason
         of the happening of a contingency.


                                       10
<PAGE>

                  "Warrants" means this Warrant,  and any other warrants of like
         tenor issued in  substitution  or exchange for any thereof  pursuant to
         the  provisions of Section 2(c),  2(d) or 2(e) hereof or of any of such
         other Warrants.

                  "Warrant  Price"  initially  means U.S.  $.75, as such Warrant
         Price  may be  adjusted  from  time to time as  shall  result  from the
         adjustments specified in this Warrant, including Section 4 hereto.

                  "Warrant Share Number" means at any time the aggregate  number
         of shares of Warrant  Stock  which may at such time be  purchased  upon
         exercise of this Warrant,  after giving effect to all prior adjustments
         and  increases  to such  number  made or  required to be made under the
         terms hereof.

                  "Warrant  Stock" means Common Stock  issuable upon exercise of
         any Warrant or Warrants or otherwise  issuable  pursuant to any Warrant
         or Warrants.

         10. Other Notices. In case at any time:


                        (A)   the  Issuer  shall make any  distributions  to the
                              holders of Common Stock; or

                        (B)   the Issuer  shall  authorize  the  granting to all
                              holders of its Common Stock of rights to subscribe
                              for or purchase any shares of Capital Stock of any
                              class or other rights; or

                        (C)   there shall be any reclassification of the Capital
                              Stock of the Issuer; or

                        (D)   there shall be any capital  reorganization  by the
                              Issuer; or

                        (E)   there  shall be any (i)  consolidation  or  merger
                              involving  the  Issuer or (ii) sale,  transfer  or
                              other  disposition of all or substantially  all of
                              the Issuer's property,  assets or business (except
                              a merger  or  other  reorganization  in which  the
                              Issuer shall be the surviving  corporation and its
                              shares  of  Capital  Stock  shall  continue  to be
                              outstanding    and    unchanged   and   except   a
                              consolidation,  merger,  sale,  transfer  or other
                              disposition involving a wholly-owned  Subsidiary);
                              or

                        (F)   there   shall  be  a  voluntary   or   involuntary
                              dissolution,  liquidation  or  winding-up  of  the
                              Issuer or any partial liquidation of the Issuer or
                              distribution to holders of Common Stock;

then, in each of such cases,  the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer  shall close or a record  shall
be taken for such dividend,  distribution  or  subscription  rights or (ii) such
reorganization,    reclassification,    consolidation,    merger,   disposition,
dissolution,  liquidation or  winding-up,  as the case may be, shall take place.
Such notice also shall  specify the date as of which the holders of Common Stock
of record shall  participate  in such  dividend,  distribution  or  subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation, merger, disposition,  dissolution, liquidation
or  winding-up,  as the case may be. Such notice  shall be given at least twenty
(20) days prior to the record date or effective date for the event  specified in
such notice.


                                       11
<PAGE>

         11. Amendment and Waiver. Any term, covenant, agreement or condition in
this  Warrant may be amended,  or  compliance  therewith  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  by a written instrument or written instruments  executed by the
Issuer and the Majority Holders;  provided,  however,  that no such amendment or
waiver  shall  reduce the Warrant  Share  Number,  increase  the Warrant  Price,
shorten the period  during  which this  Warrant may be  exercised  or modify any
provision of this Section 11 without the consent of the Holder of this Warrant.

         12.  Governing  Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE  STATE OF  FLORIDA,  WITHOUT  GIVING  EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

         13. Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and  effective on the earlier of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone  number  specified  for notice prior to 5:00 p.m.,  eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or  communication  is delivered via facsimile at the facsimile  telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date  of  mailing,  if sent  by  overnight  delivery  by  nationally  recognized
overnight  courier  service  or (iv)  actual  receipt  by the party to whom such
notice is required to be given. The addresses for such  communications  shall be
with respect to the Holder of this Warrant or of Warrant  Stock issued  pursuant
hereto,  addressed to such Holder at its last known address or facsimile  number
appearing  on the books of the  Issuer  maintained  for such  purposes,  or with
respect to the Issuer, addressed to:

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

Copies of  notices  to the Issuer  shall be sent to Bush Ross  Gardner  Warren &
Rudy, P.A., Attn: John N. Giordano, 220 S. Franklin Street, Tampa, FL 33601, Tel
No. (813)  224-9255,  Fax. No. (813)  224-9230.  Copies of notices to the Holder
shall be sent to Steven J. Port, 4911 Edgerton  Avenue,  Encino,  CA 91436.  Any
party  hereto may from time to time  change its address for notices by giving at
least ten (10) days written  notice of such  changed  address to the other party
hereto.

         14. Warrant Agent.  The Issuer may, by written notice to each Holder of
this  Warrant,  appoint  an agent  having an office  in Tampa,  Florida  for the
purpose  of issuing  shares of Warrant  Stock on the  exercise  of this  Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to  subsection  (d) of Section 2 hereof or replacing  this  Warrant  pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing,  and thereafter any
such  issuance,  exchange or  replacement,  as the case may be, shall be made at
such office by such agent.

         15.  Remedies.  The Issuer  stipulates  that the remedies at law of the
Holder of this Warrant in the event of any default or threatened  default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
are not and will not be adequate and that,  to the fullest  extent  permitted by
law,  such  terms may be  specifically  enforced  by a decree  for the  specific
performance  of any agreement  contained  herein or by an  injunction  against a
violation of any of the terms hereof or otherwise.


                                       12
<PAGE>

         16.  Successors  and  Assigns.  This  Warrant and the rights  evidenced
hereby  shall inure to the  benefit of and be binding  upon the  successors  and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such Holder or Holder of Warrant Stock.

         17.  Modification and Severability.  If, in any action before any court
or agency  legally  empowered to enforce any  provision  contained  herein,  any
provision  hereof is found to be  unenforceable,  then such  provision  shall be
deemed modified to the extent  necessary to make it enforceable by such court or
agency.  If any such provision is not  enforceable as set forth in the preceding
sentence,  the  unenforceability  of such  provision  shall not affect the other
provisions  of this  Warrant,  but this  Warrant  shall be  construed as if such
unenforceable provision had never been contained herein.

         18.  Headings.  The  headings of the  Sections of this  Warrant are for
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.

         IN WITNESS WHEREOF,  the Issuer has executed this Warrant as of the day
and year first above written.


                             MEDICAL MEDIA TELEVISION, INC.



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


                                       13
<PAGE>

                                  EXERCISE FORM

                         MEDICAL MEDIA TELEVISION, INC.

The  undersigned  _______________,  pursuant  to the  provisions  of the  within
Warrant, hereby elects to purchase _____ shares of Common Stock of Medical Media
Television, Inc. covered by the within Warrant.

Dated:                              Signature
       -----------------                       ---------------------------------

                                    Address
                                               ---------------------------------
                                               ---------------------------------

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise: _________________________


                                   ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated:                              Signature
       -----------------                       ---------------------------------

                                    Address
                                               ---------------------------------
                                               ---------------------------------


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the right to  purchase  _________  shares of  Warrant  Stock
evidenced  by the within  Warrant  together  with all rights  therein,  and does
irrevocably  constitute and appoint  ___________________,  attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated:                              Signature
       -----------------                       ---------------------------------

                                    Address
                                               ---------------------------------
                                               ---------------------------------



                           FOR USE BY THE ISSUER ONLY:

This Warrant No. W-___ canceled (or  transferred or exchanged) this _____ day of
___________,  _____,  shares  of Common  Stock  issued  therefor  in the name of
_______________,  Warrant No.  W-_____ issued for ____ shares of Common Stock in
the name of _______________.