Exhibit 10.9 - Debt  Exchange  Agreement  with  Vicis Capital Master Fund  dated
               July 8, 2006.

                             DEBT EXCHANGE AGREEMENT

            This Debt Exchange  Agreement (the "Agreement")  dated as of July 8,
2005 is by and between Medical Media Television,  Inc. f/k/a PetCARE  Television
Network,  Inc., a Florida corporation (the "Company"),  having a principal place
of business at 8406  Benjamin  Road,  Suite C,  Tampa,  Florida  33634 and Vicis
Capital Master Fund (the "Lender") having an address at 25 East 78th Street, New
York, New York 10021.

         WHEREAS,  the Company has determined to enter into a  restructuring  of
its capital stock and outstanding indebtedness (the "Restructuring");

         WHEREAS,  the  Lender is the holder of those  Subordinated  Convertible
Promissory  Notes set forth on Schedule 1.2 attached  hereto (the  "Subordinated
Notes");

         WHEREAS, pursuant to the Restructuring, the Lender has agreed to tender
its  Subordinated  Notes in exchange for, and the Company desires to accept such
tender and issue in exchange, shares of Series B Zero Coupon Preferred Stock, on
the  terms  and  conditions  set  forth in this  Agreement  and,  as  additional
consideration,  the Company  desires to issue certain  warrants to the Lender to
purchase shares of its common stock, par value $.0005 (the "Common Stock").

         NOW,  THEREFORE,  in  consideration  of  the  foregoing,   and  of  the
representations,  warranties,  covenants and agreements  contained  herein,  and
intending  to be legally  bound  hereby,  the  parties  hereto  hereby  agree as
follows:

                                   ARTICLE 1

                                  THE EXCHANGE

         Section 1.1  Authorization of Series B Zero Coupon Preferred Stock. The
Company has authorized,  or shall authorize prior to the Closing,  the issue and
sale, in accordance  herewith,  of Two million five hundred  fifty-one  thousand
nine hundred eighteen  (2,551,918)  shares of its Series B Zero Coupon Preferred
Stock, no par value per share (the "Series B Preferred  Stock"),  which Series B
Preferred  Stock  shall be  issued  pursuant  to,  and  shall  have the  rights,
privileges and preferences set forth in, the Certificate of Designations for the
Series B Zero Coupon  Preferred  Stock in the form of Exhibit A attached  hereto
(the "Certificate of Designations").

         Section 1.2 Transfer and Exchange.  Subject to and in  accordance  with
the terms and  conditions  of this  Agreement,  at the Closing  (as  hereinafter
defined), the Lender shall tender and deliver each of the Subordinated Notes set
forth on Schedule  1.2 to the Company for  cancellation,  and the Company  shall
issue and  deliver to the Lender (a) the number of shares of Series B  Preferred
Stock set forth  opposite  the  Lender's  name on Schedule  1.2 (the  "Exchanged
Shares") and (b) the Warrants described in Section 1.3 below.

         Section 1.3 Issuance of Warrants.  On the terms and  conditions of this
Agreement,  at the Closing, the Company shall issue, transfer and deliver to the
Lender the  number of  warrants  to  purchase  shares of Common  Stock set forth
opposite the Lender's name on Schedule 1.2 (the "Warrants").  The Warrants shall
be in the form of Exhibit B attached hereto (the "Warrant Certificate").


<PAGE>

         Section 1.4 Deliveries at Closing. At the Closing (a) the Company shall
deliver to the Lender (i) one or more  certificates  representing  the Exchanged
Shares registered in the Lender's name (or its nominee),  duly authorized,  free
and clear of all liens and restrictions of any kind (except for those imposed by
the applicable  Certificate of Designations and applicable securities laws), and
(ii) one or more  Warrant  Certificates  representing  the  Warrants and (b) the
Lender shall  deliver or cause to be  delivered to the Company the  Subordinated
Notes held by the Lender  together with all  documents  necessary to validly and
duly  tender,  assign and convey  such  Subordinated  Notes to the  Company  for
cancellation thereof.

         Section 1.5 Closing. The closing of the transactions  described in this
Agreement  shall take place at the offices of Bush Ross,  P.A.  220 S.  Franklin
Street,  Tampa,  Florida 33602 at 2:00 p.m., E.S.T., on July 8, 2005, or on such
other  business day thereafter as may be agreed to by the Company and the Lender
(such closing, the "Closing" and such date and time, the "Closing Date").

         Section 1.6 Cancellation of Subordinated  Notes.  Upon receipt from the
Lender of the  Subordinated  Notes in  accordance  with Section 1.4 hereof,  the
Company shall cancel each such Subordinated  Note  immediately.  The Company and
the Lender agree that upon such cancellation of such Subordinated Notes: (a) the
obligations  of the Company to pay the principal  of,  interest on or redemption
premium and otherwise in respect of, such Subordinated  Notes surrendered by the
Lender to the Company shall terminate; (b) the obligations of the Company to pay
any  interest  remaining  unpaid in  respect  of the  Subordinated  Notes  shall
terminate,  and such  interest  shall be deemed to have  formed a portion of the
consideration  given for the  purchase  of the Series B  Preferred  Stock by the
Lender;  (c) all  obligations of the Lender pursuant to the  Subordinated  Notes
shall  terminate;  and (d) all  obligations  of the  Company  in  respect of the
cancelled Subordinated Notes shall terminate.

                                   ARTICLE 2

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         Section 2.1  Organization  and Authority.  The Company is a corporation
duly  organized,  validly  existing,  and in good standing under the laws of the
State of Florida. The Company has all requisite corporate power and authority to
execute  and  deliver  this  Agreement  and  to  consummate   the   transactions
contemplated hereby. All necessary action,  corporate or otherwise,  required to
have been taken by or on behalf of the Company by  applicable  law,  its charter
documents or otherwise to authorize (a) the approval,  execution and delivery on
behalf of the Company of this  Agreement and the  agreements,  certificates  and
other  documents  contemplated  hereby,  including,   without  limitation,   the
issuance, sale and delivery of the Exchanged Shares and the Warrants and (b) the
performance by the Company of its obligations  under this Agreement,  including,
without limitation,  the issuance, sale and delivery of the Exchanged Shares and
the Warrants,  and the  consummation  of the  transactions  contemplated by this
Agreement  hereof has been taken,  other than the filing of the  Certificate  of
Designations,  which filing shall occur prior to Closing. This Agreement and the
Warrant  Certificates  issued  at  the  Closing  constitute  valid  and  binding
agreements of the Company,  enforceable  against the Company in accordance  with
their  respective  terms,  except (x) as the same may be  limited by  applicable
bankruptcy,  insolvency,  moratorium  or  similar  laws of  general  application
relating to or affecting  creditors' rights and (y) for the limitations  imposed
by general principles of equity.

         Section 2.2 The  Exchanged  Shares.  Upon delivery to the Lender at the
Closing of certificates  representing the Exchanged Shares,  and upon receipt by
the Company of the Subordinated Notes in exchange  therefor,  (a) good and valid
title to such  Exchanged  Shares will pass to the Lender,  free and clear of all
liens and  restrictions of any kind (except for those imposed by the Certificate
of Designations  and applicable  securities  laws) and (b) the Exchanged  Shares
will be duly authorized and validly issued,  fully paid and  nonassessable.  The
sale of the  Exchanged  Shares  pursuant to this  Agreement  is the only sale of
Series B Preferred Stock  contemplated by the Company;  provided,  however,  the
Lender  expressly  acknowledges  that  simultaneous  with the  execution of this
Agreement,  Mark Maltzer shall exchange that certain Convertible Promissory Note
dated June 10, 2003 in the  original  principal  amount of $50,000 for shares of
the Company's Series B Preferred Stock.



                                       2
<PAGE>

                                   ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF THE LENDER

         Section  3.1  Investment  Representation.   The  Exchanged  Shares  and
Warrants are being acquired for the Lender's own account, for investment and not
with a view to, or for  resale in  connection  with,  a  distribution  or public
offering  thereof within the meaning of the  Securities Act or applicable  state
securities laws.

         Section 3.2 Transfer  Restrictions  under  Securities  Laws. The Lender
understands that none of the Exchanged Shares, Warrants or Common Stock issuable
upon exercise of the Warrants have been  registered  under the Securities Act of
1933, as amended (the "Securities Act"), or qualified under any state securities
laws. The Lender  understands that the resale of the Exchanged Shares,  Warrants
or Common  Stock  issuable  upon  exercise  of the  Warrants  may be  restricted
indefinitely  unless a subsequent  disposition  thereof is registered  under the
Securities Act and registered  under any state  securities law or is exempt from
such   registration.   Certificates   representing  the  Exchanged  Shares  (the
"Securities") shall be endorsed with the following legend, and any other legends
required by applicable securities laws:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "ACT"),  AND ARE
         "RESTRICTED  SECURITIES" AS DEFINED IN RULE 144  PROMULGATED  UNDER THE
         ACT.  THE  SECURITIES  MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE
         DISTRIBUTED  EXCEPT (I) IN CONJUNCTION  WITH AN EFFECTIVE  REGISTRATION
         STATEMENT FOR THE SHARES UNDER THE ACT, OR (II) IN COMPLIANCE WITH RULE
         144 OR (III) OTHERWISE  PURSUANT TO AN EXEMPTION FROM THE  REGISTRATION
         REQUIREMENTS UNDER THE ACT.

The Company may instruct its transfer  agent not to register the transfer of the
Securities,  unless  the  conditions  specified  in  the  foregoing  legend  are
satisfied. The Warrants shall be endorsed with legends substantially in the form
set forth in the Warrant Certificates.

         Section 3.3 Accredited  Investor  Status.  The Lender is an "Accredited
Investor" as that term is defined in Rule 501 of Regulation D promulgated  under
the  Securities  Act. The Lender is able to bear the economic  risk of acquiring
the  Exchanged  Shares and  Warrants  pursuant  to the terms of this  Agreement,
including a complete loss of the Lender's investment in the Exchanged Shares and
Warrants.

         Section 3.4  Organization  and  Authority.  The  Lender is  a  company,
corporation or a partnership duly  incorporated,  organized,  or formed,  as the
case may be,  validly  existing and in good standing under the laws of the state
of its  incorporation,  organization or formation.  The Lender has all requisite
power and authority to execute and deliver this  Agreement and to consummate the
transactions  contemplated hereby. All necessary action, corporate or otherwise,
required to have been taken by or on behalf of the Lender by applicable law, its
charter  documents or otherwise to authorize  (a) the  approval,  execution  and
delivery  on behalf of it of this  Agreement  and (b) the  performance  by it of
obligations  under this  Agreement and the  agreements,  certificates  and other
documents   contemplated  hereby,  and  the  consummation  of  the  transactions
contemplated  hereby and thereby has been taken.  This  Agreement  constitutes a
valid and binding agreement of the Lender,  enforceable against it in accordance
with its terms.



                                       3
<PAGE>

         Section 3.5 No  Conflicts.  Neither the  execution and delivery of this
Agreement nor the consummation and performance of the transactions  contemplated
hereby to be  performed  or  satisfied  on the part of the Lender is  prevented,
limited  by,  conflicts  with,  or  will  result  in,  a  breach  of the  terms,
conditions, or provisions of any agreement to which the Lender is a party or any
law, rule, regulation, or order of any court or government agency.

         Section 3.6 Good Title to Subordinated  Notes. The Lender is the lawful
owner of the  Subordinated  Notes set forth on  Schedule  1.2 and the Lender has
good title thereto,  free and clear of all liens, claims and encumbrances of any
kind.

                                   ARTICLE 4

                                  MISCELLANEOUS

         Section 4.1 Binding  Effect;  Benefit.  This Agreement shall be binding
upon and shall inure to the benefit of the parties  hereto and their  respective
permitted  successors and assigns.  Notwithstanding  anything  contained in this
Agreement to the contrary,  nothing in this  Agreement,  express or implied,  is
intended  to  confer  on any  person  other  than the  parties  hereto  or their
respective permitted successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement.

         Section 4.2  Entire  Agreement.   This  Agreement,  the   exhibits  and
schedules  hereto and any  documents  delivered  by the  parties  in  connection
herewith  constitute the entire  agreement among the parties with respect to the
subject  matter  hereof and supersede all prior  agreements  and  understandings
(oral and written) among the parties with respect thereto.

         Section 4.3  Governing  Law.  This  Agreement  shall be governed by and
construed in accordance  with the laws of the State of Florida without regard to
its rules of conflict of laws. Each of the parties hereto hereby irrevocably and
unconditionally  consents to submit to the exclusive  jurisdiction of the courts
of the State of Florida and of the United States of America located in the State
of Florida (the "Florida Courts") for any litigation  arising out of or relating
to this Agreement and the  transactions  contemplated  hereby (and agrees not to
commence any  litigation  relating  thereto  except in such courts),  waives any
objection to the laying of venue of any such  litigation  in the Florida  Courts
and  agrees not to plead or claim that such  litigation  brought in any  Florida
Court has been brought in an inconvenient forum.

         Section 4.4 Remedies; Specific Performance.  The Company and the Lender
may take all steps  necessary or  advisable to protect and enforce  their rights
hereunder,  whether by action,  suit or proceeding at law or in equity,  for the
specific  performance of any covenant,  condition or agreement contained herein,
or in aid of the execution of any power herein  granted,  or for the enforcement
of any other  appropriate  legal or equitable remedy or otherwise as the Company
or the Lender shall deem  necessary or advisable.  No right or remedy  hereunder
shall be exclusive of any other right,  power or remedy, but shall be cumulative
and in  addition  to any other  right or remedy  hereunder  or now or  hereafter
existing by law or in equity and the  exercise  by a party  hereto of any one or
more of such rights,  powers or remedies  shall not  preclude  the  simultaneous
exercise of any or all of such other rights, powers or remedies.  Any failure to
insist upon the strict  performance  of any provision  hereof or to exercise any
option, right, power or remedy contained herein shall not constitute a waiver or
relinquishment thereof for the future.



                                       4
<PAGE>

         Section 4.5 Counterparts. This Agreement may be executed by the parties
hereto in separate  counterparts,  each of which when so executed and  delivered
shall be an original,  but all such counterparts  shall together  constitute one
and the same instrument.

         Section 4.6  Headings.  Headings of the Sections of this  Agreement are
for the  convenience  of the parties only,  and shall be given no substantive or
interpretive effect whatsoever.

         Section 4.7  Interpretation.  In  this  Agreement,  unless  the context
otherwise  requires,  words  describing  the singular  number shall  include the
plural and vice versa,  and words  denoting any gender shall include all genders
and words denoting  natural persons shall include  corporations and partnerships
and vice versa.

         Section 4.8  Incorporation of Exhibits and Schedules.  All exhibits and
schedules hereto are hereby  incorporated  herein and made a part hereof for all
purposes as if fully set forth herein.

         Section 4.9 Severability. Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction  shall, as to that jurisdiction,
be  ineffective  to the extent of such  invalidity or  unenforceability  without
rendering  invalid or  unenforceable  the remaining terms and provisions of this
Agreement.

         Section 4.10  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.

         IN WITNESS  WHEREOF,  the Company and Lender have caused this Agreement
to be executed  and  delivered  by their  respective  officers,  thereunto  duly
authorized.

                                      MEDICAL MEDIA TELEVISION, INC.


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


                                      VICIS CAPITAL MASTER FUND


                                      By: /s/ Shad Stastney
                                          --------------------------------------
                                              Shad Stastney, Member of Board of
                                              Managers of Vicis Capital, LLC



                                       5
<PAGE>

                                  Schedule 1.2

                               Subordinated Notes

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
         Holder                  Date of          Principal and Interest       Shares of Series B     Warrants to Purchase
                            Issuance/Original     Balance Outstanding as     Preferred Stock; Face      shares of Common
                           Principal Amount of        of July 8, 2005                Value                    Stock
                            Subordinated Note
----------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                    <C>                        <C>                      <C>
 Victus Capital Master      February 13, 2004
          Fund                 $1,000,000               $1,100,000                 1,100,000                 825,000
----------------------------------------------------------------------------------------------------------------------------
 Victus Capital Master        July 27, 2004
          Fund                 $1,000,000               $1,189,589                 1,189,589                 892,192
----------------------------------------------------------------------------------------------------------------------------
 Vicis Capital               March 11, 2005
      Master Fund               $250,000                 $262,329                   262,329                  196,747
----------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       6