Exhibit 10.12 - Common Stock Purchase Warrant to Vicis Capital Master Fund dated
                July 8, 2005.

THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED,  OR ANY STATE  SECURITIES  LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED
WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION
OF COUNSEL FOR THE HOLDER,  REASONABLY  SATISFACTORY  TO THE COMPANY,  THAT SUCH
REGISTRATION IS NOT REQUIRED, OR (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE
APPROPRIATE GOVERNMENTAL AUTHORITY(IES).

                               WARRANT TO PURCHASE
                            SHARES OF COMMON STOCK OF
                         MEDICAL MEDIA TELEVISION, INC.

Date of Issuance:  July 8, 2005
                   ------------
Expires:           July 7, 2010                    Number of Shares:   1,913,939
                   ------------                                        ---------

      This  certifies  that for value received Vicis Capital Master Fund, or its
permitted registered assigns ("Holder"),  is entitled,  subject to the terms set
forth  below,  at any  time  before  5:00  p.m.,  E.S.T,  on July 7,  2010  (the
"Expiration  Date"), to purchase from Medical Media Television,  Inc., a Florida
corporation  (the "Company"),  up to One million nine hundred thirteen  thousand
nine  hundred  thirty-nine  (1,913,939)  shares of the common  stock,  par value
$.0005 per share, of the Company  ("Common Stock") at the price of fifteen cents
($0.15) per share (the "Purchase Price"),  upon surrender of this Warrant at the
principal  office of the Company referred to below,  with the subscription  form
attached  hereto as Exhibit "A" (the  "Subscription  Form") duly  executed,  and
simultaneous  payment therefor in the manner specified in Section 1 hereof.  The
Purchase Price and the number of Warrant  Shares (as defined below)  purchasable
hereunder are subject to adjustment as provided in Section 3 of this Warrant.

      As used herein,  (i) "Exercise  Date" shall mean the  particular  date (or
dates) on which this Warrant is exercised,  (ii) "Issue Date" shall mean July 8,
2005 (iii)  "Warrant"  shall  include this Warrant and any warrant  delivered in
substitution or exchange  therefor as provided herein and (iv) "Warrant  Shares"
shall mean any shares of Common Stock  acquired by Holder upon  exercise of this
Warrant.

      1. Exercise.

            (a) This Warrant may be exercised,  in whole or in part, at any time
or from time to time prior to the  Expiration  Date, by  surrendering  it at the
principal  office of the Company,  8406 Benjamin Road,  Suite C, Tampa,  Florida
33634,  together with a completed and executed Subscription Form and a certified
or  cashier's  check in an  amount  equal to the  product  of (i) the  number of
Warrant Shares purchased and (ii) the Purchase Price.

            (b) This Warrant may be  exercised  for less than the full number of
Warrant Shares  represented by this Warrant.  Upon such partial  exercise,  this
Warrant  shall be  surrendered,  and a new Warrant of the same tenor and for the
purchase of the Warrant  Shares not purchased upon such exercise shall be issued
to Holder by the Company.


<PAGE>

            (c) A Warrant  shall be deemed  to have been  exercised  immediately
prior to the close of  business  on the date of its  surrender  for  exercise as
provided  above,  and the person entitled to receive the Warrant Shares issuable
upon such  exercise  shall be  treated  for all  purposes  as the holder of such
shares  of  record  as of the  close  of  business  on  such  date.  As  soon as
practicable  on or after such date,  and in any event  within ten (10)  business
days  thereafter,  the Company  shall issue and deliver to the person or persons
entitled to receive the same a  certificate  or  certificates  for the number of
Warrant Shares  issuable upon such exercise,  together with cash, in lieu of any
fraction of a share,  equal to such fraction of the current fair market value of
one full share as reasonably  determined in good faith by the Company's Board of
Directors  (the  "Board").  All Warrant  Shares issued upon the exercise of this
Warrant shall be validly issued, fully paid and non-assessable.

            (d) In the event that any portion of this Warrant is  unexercised on
or before the Expiration Date, such portion of this Warrant shall  automatically
expire,  and the Holder  shall have no rights with  respect to such  unexercised
portion of this Warrant.

      2. Intentionally Omitted.

      3. Adjustment of Purchase Price and Number of Shares.  The number and kind
of  securities  purchasable  upon the  exercise of this Warrant and the Purchase
Price shall be subject to  adjustment  from time to time upon the  occurrence of
certain events, as follows:

            (a)  Reclassification  or Merger.  In case of any  reclassification,
change or conversion  of securities of the class  issuable upon exercise of this
Warrant (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of a subdivision or combination),
or in case of any merger of the Company with or into another  corporation (other
than a merger with another corporation in which the Company is the acquiring and
the surviving  corporation and which does not result in any  reclassification or
change of outstanding  securities issuable upon exercise of this Warrant), or in
case of any sale of all or substantially  all of the assets of the Company,  the
Company, or such successor or purchasing corporation,  as the case may be, shall
duly  execute and  deliver to the holder of this  Warrant a new Warrant (in form
and substance satisfactory to the holder of this Warrant), so that the holder of
this Warrant shall have the right to receive,  at a total  purchase price not to
exceed  that  payable  upon the  exercise  of the  unexercised  portion  of this
Warrant,  and in lieu of the shares of Common Stock  theretofore  issuable  upon
exercise  of this  Warrant,  the kind and  amount  of  shares  of  stock,  other
securities, money and property receivable upon such reclassification,  change or
merger by a holder of the  number of  shares of Common  Stock  then  purchasable
under this Warrant. Such new Warrant shall provide for adjustments that shall be
as nearly  equivalent as may be practicable to the  adjustments  provided for in
this Section 3. The  provisions of this Section 3.a.  shall  similarly  apply to
successive reclassifications, changes, mergers and transfers.

            (b) Subdivision or Combination of Shares.  If at any time while this
Warrant remains outstanding and unexpired the Company shall subdivide or combine
its   outstanding   shares  of  Common  Stock,   the  Purchase  Price  shall  be
proportionately  decreased in the case of a subdivision or increased in the case
of a combination, effective at the close of business on the date the subdivision
or combination becomes effective.

            (c)  Stock  Dividends.   If  at  any  time  while  this  Warrant  is
outstanding  and  unexpired the Company shall pay a dividend with respect to its
Common Stock payable in Common Stock, then the Purchase Price shall be adjusted,
from and after the date of  determination  of  stockholders  entitled to receive
such  dividend or  distribution,  to that price  determined by  multiplying  the
Purchase Price in effect  immediately  prior to such date of  determination by a
fraction  (i) the  numerator  of which  shall be the  total  number of shares of
Common  Stock  outstanding  immediately  prior  to such  dividend,  and (ii) the
denominator  of which  shall be the total  number  of  shares  of  Common  Stock
outstanding immediately after such dividend.



                                       2
<PAGE>

            (d)  Accountants'  Certificate as to Adjustment.  In each case of an
adjustment in the Warrant Shares receivable on the exercise of the Warrant,  the
Company at its expense shall cause independent  public accountants of recognized
standing selected by the Company (who may be the independent  public accountants
then auditing the books of the Company) to compute such adjustment in accordance
with the terms of the  Warrant  and  prepare a  certificate  setting  forth such
adjustment  and  showing  the facts  upon which such  adjustment  is based.  The
Company will forthwith mail a copy of each such  certificate to each holder of a
Warrant at the time outstanding.

      4.  Exercise  Restrictions.  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 4.999% 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.

      5. No Rights as  Shareholder.  Prior to the exercise of this Warrant,  the
Holder shall not be entitled to any rights of a shareholder  with respect to the
Warrant  Shares,  including  without  limitation  the right to vote such Warrant
Shares,  receive dividends or other distributions  thereon,  exercise preemptive
rights or be  notified of  stockholder  meetings,  and such Holder  shall not be
entitled to any notice or other communication concerning the business or affairs
of the Company.  However, nothing in this Section 5 shall limit the right of the
holder to be provided the notices required under this Warrant.

      6.  Compliance  with  Securities  Act.  The  Holder  of this  Warrant,  by
acceptance hereof,  agrees that this Warrant and the Warrant Shares to be issued
upon exercise hereof are being acquired for investment and that such Holder will
not offer,  sell or otherwise  dispose of this Warrant,  or any shares of Common
Stock to be issued upon exercise  hereof except under  circumstances  which will
not result in a violation of the Securities  Act. Upon exercise of this Warrant,
the Holder  hereof  shall  confirm in writing,  by executing  the form  attached
hereto as Exhibit A, that the Warrant Shares so purchased are being acquired for
investment and not with a view toward  distribution or resale.  This Warrant and
all  shares of  Common  Stock  issued  upon  exercise  of this  Warrant  (unless
registered under the Securities Act) shall be stamped or imprinted with a legend
in substantially the following form:

         "THE SECURITIES  EVIDENCED  HEREBY HAVE NOT BEEN  REGISTERED  UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED,  OR ANY STATE  SECURITIES  LAWS. NO
         SALE  OR  DISPOSITION   MAY  BE  EFFECTED   WITHOUT  (i)  AN  EFFECTIVE
         REGISTRATION  STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL FOR
         THE  HOLDER,   REASONABLY   SATISFACTORY  TO  THE  COMPANY,  THAT  SUCH
         REGISTRATION IS NOT REQUIRED, OR (iii) RECEIPT OF A NO-ACTION LETTER(S)
         FROM THE APPROPRIATE GOVERNMENTAL AUTHORITY(IES)."

In  addition,  in  connection  with the  issuance  of this  Warrant,  the Holder
specifically represents to the Company by acceptance of this Warrant as follows:

            (a) The  Holder  is  aware of the  Company's  business  affairs  and
financial  condition,  and has acquired information about the Company sufficient
to reach an informed and  knowledgeable  decision to acquire this  Warrant.  The
Holder is  acquiring  this Warrant for its own account for  investment  purposes
only  and not  with a view  to,  or for  the  resale  in  connection  with,  any
"distribution" thereof for purposes of the Securities Act.



                                       3
<PAGE>

            (b) The Holder  understands that this Warrant and the Warrant Shares
have not been  registered  under the  Securities Act in reliance upon a specific
exemption therefrom,  which exemption depends upon, among other things, the bona
fide nature of the Holder's investment intent as expressed herein.

            (c) The Holder further understands that this Warrant and the Warrant
Shares  must be held  indefinitely  unless  subsequently  registered  under  the
Securities Act and any applicable state  securities  laws, or unless  exemptions
from registration are otherwise available.

            (d) The  Holder  is aware of the  provisions  of Rule 144 and  144A,
promulgated under the Securities Act, which, in substance, permit limited public
resale of "restricted  securities"  acquired,  directly or indirectly,  from the
issuer thereof (or from an affiliate of such issuer),  in a non-public  offering
subject to the  satisfaction of certain  conditions,  if applicable,  including,
among other things:  the  availability of certain public  information  about the
Company,  the  resale  occurring  not less than one (1) year after the party has
purchased and paid for the  securities to be sold; the sale being made through a
broker in an unsolicited "broker's transaction" or in transactions directly with
a market  maker (as said term is defined  under the  Securities  Exchange Act of
1934, as amended) and the amount of securities being sold during any three-month
period not exceeding the specified limitations stated therein.

            (e) The  Holder  further  understands  that at the time it wishes to
sell this  Warrant and the  Warrant  Shares  there may be no public  market upon
which to make such a sale,  and that,  even if such a public market then exists,
the Company may not be satisfying the current public information requirements of
Rule 144 and 144A,  and that,  in such event,  the Holder may be precluded  from
selling this Warrant and the Warrant  Shares under Rule 144 and 144A even if the
one (1)-year minimum holding period had been satisfied.

      7.  Loss  or   Mutilation.   Upon  receipt  by  the  Company  of  evidence
satisfactory  to it (in the exercise of reasonable  discretion) of the ownership
of and the loss,  theft,  destruction  or  mutilation of any Warrant and (in the
case of loss,  theft or  destruction)  of indemnity  satisfactory  to it (in the
exercise  of  reasonable  discretion),  and (in the  case  of  mutilation)  upon
surrender and cancellation thereof, the Company will execute and deliver in lieu
thereof a new Warrant of like tenor.

      8.  Transferability  of Warrant.  Subject to the  provision  hereof,  this
Warrant may be transferred by the Holder with the consent of the Company,  which
shall not be unreasonably  withheld.  If transferred pursuant to this paragraph,
this Warrant may be transferred on the books of the Company by the Holder hereof
in person or by duly authorized attorney,  upon surrender of this Warrant at the
principal office of the Company,  properly  endorsed (by the Holder executing an
assignment in the form  attached  hereto as Exhibit "B") and upon payment of any
necessary transfer tax or other governmental  charge imposed upon such transfer.
All Warrants  issued on  transfers  or exchanges  shall be dated as of the 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.

      9. Reservation of Common Stock. The Company shall at all times reserve and
keep  available  for issue upon the  exercise of the Warrant  such number of its
authorized  but unissued  shares of Common Stock as will be sufficient to permit
the exercise in full of all outstanding Warrants.

      10. Notices.  All notices and other communications from the Company to the
Holder of this Warrant  shall be mailed by  first-class  registered or certified
mail, postage prepaid, to the address furnished to the Company by Holder.



                                       4
<PAGE>

      11.  Change;  Waiver.  Neither  this  Warrant  nor any term  hereof may be
changed,  waived,  discharged or terminated orally, but only by an instrument in
writing  signed by the party against which  enforcement  of the change,  waiver,
discharge or termination is sought.

      12. Headings. The headings in this Warrant are for purposes of convenience
in reference only, and shall not be deemed to constitute a part hereof.

      13. Law  Governing.  This  Warrant is  delivered  in Florida  and shall be
construed and enforced in accordance with and governed by the internal laws, and
not the law of conflicts, of such State.

      14.  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 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

NOTICE TO FLORIDA RESIDENTS:

WHERE  SALES ARE MADE TO FIVE OR MORE  PERSONS  IN  FLORIDA  (EXCLUDING  CERTAIN
INSTITUTIONAL   PURCHASERS  DESCRIBED  IN  SECTION  517.061(7)  OF  THE  FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT) (THE "ACT"), ANY SUCH SALE MADE PURSUANT
TO SECTION  517.061(11)  OF THE ACT SHALL BE  VOIDABLE BY THE  PURCHASER  EITHER
WITHIN  THREE  DAYS  AFTER THE FIRST  TENDER  OF  CONSIDERATION  IS MADE BY SUCH
PURCHASER TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN
THREE DAYS AFTER THE  AVAILABILITY  OF THAT  PRIVILEGE IS  COMMUNICATED  TO SUCH
PURCHASER, WHICHEVER OCCURS LATER.



                                       5
<PAGE>


                                    EXHIBIT A

                                SUBSCRIPTION FORM

      The undersigned  registered  owner of this Warrant  irrevocably  exercises
this Warrant and  purchases  ____________  shares of the Common Stock of Medical
Media Television,  Inc., a Florida  corporation,  purchasable with this Warrant,
and  herewith  makes  payment  therefor,  all at the  price and on the terms and
conditions specified in this Warrant.

      The  undersigned  hereby  represents and warrants that the  undersigned is
acquiring such shares for its own account for investment  purposes only, and not
for resale or with a view to distribution of such shares or any part thereof.

DATED:
      ----------------------

-----------------------------------------
(Signature of Registered Owner)

-----------------------------------------
(Street Address)

-----------------------------------------
(City), (State), (Zip)



                                       6
<PAGE>



                                    EXHIBIT B

                               FORM OF ASSIGNMENT

      FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby
sells,  assigns and transfers unto the Assignee named below all of the rights of
the undersigned  under the within Warrant,  with respect to the number of shares
of Common Stock set forth below:

and does hereby irrevocably  constitute and appoint  ___________________________
to make such transfer on the books of Medical Media Television,  Inc., a Florida
corporation,  maintained for the purpose, with full power of substitution in the
premises.

DATED:
       ------------------------


-------------------------------
(Signature)

-------------------------------
(Witness)





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