**MEDICAL
      MEDIA TELEVISION, INC.**




**$200,000
      10% SECURED PROMISSORY NOTE DUE**




**AUGUST
      11, 2007**




**SECURITIES
      EXCHANGE AGREEMENT**




**By
      and Among**




**MEDICAL
      MEDIA TELEVISION, INC.,**




**PETCARE
      TELEVISION NETWORK, INC.,**




**KIDCARE
      MEDICAL TELEVISION NETWORK, INC.,**




**AFRICAN
      AMERICAN MEDICAL NETWORK, INC.,**




**and**




**VICIS
      CAPITAL MASTER FUND**




**DATED
      JUNE 15, 2007**









**SECURITIES
      EXCHANGE AGREEMENT**




This
      SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated this 15 th day of
      June, 2007, is made by and among MEDICAL MEDIA TELEVISION, INC., a Florida
      corporation (the “Company”), PETCARE
      TELEVISION NETWORK, INC. ,
      a
      Florida corporation (“PetCARE”), KIDCARE
      MEDICAL TELEVISION NETWORK, INC. ,
      a
      Florida corporation (“KidCARE”), AFRICAN
      AMERICAN MEDICAL NETWORK, INC. ,
      a
      Florida corporation (“African American Medical” and together with PetCARE and
      KidCARE each a “Subsidiary” and collectively, the “Subsidiaries”), and VICIS
      CAPITAL MASTER FUND (the “Purchaser”), a trust formed under the laws of the
      Cayman Islands.




**RECITALS**




WHEREAS,
      the Purchaser is the holder of 20,000,000 shares (the “Exchanged Shares”) of the
      Company’s common stock, par value $.0005 per share (the “Common Stock”), which
      were acquired from the Company on May 31, 2007; and




WHEREAS,
      pursuant to the terms and conditions of this Agreement, the Company wishes
      to
      issue and sell to the Purchaser, and the Purchaser wishes to acquire from the
      Company, a 10% Secured Promissory Note due August 11, 2007 in the
      principal amount of $200,000 and in the form attached hereto as Exhibit
      A (the
“Note”) in consideration for the Exchanged Shares.




NOW,
      THEREFORE *,*  the
      Company and the Purchaser hereby agree as follows:




**ARTICLE
      I**


**PURCHASE
        AND SALE OF THE NOTE**




1.1  Purchase
      and Sale of the Note .
      Subject
      to the terms and conditions hereof and in reliance on the representations and
      warranties contained herein, or made pursuant hereto, the Company will issue
      and
      sell to the Purchaser, and the Purchaser will purchase from the Company at
      the
      closing of the transactions contemplated hereby (the “Closing”), the Note for in
      exchange for the Exchanged Shares.




1.2  Closing .
      The
      Closing shall be deemed to occur at the offices of Quarles & Brady, LLP, 411
      East Wisconsin Avenue, Milwaukee, Wisconsin at 5:00 p.m. CDT on June 15, 2007
      or
      at such other place, date or time as mutually agreeable to the parties (the
      “Closing Date).




1.3  Closing
      Matters .
      On the
      Closing Date, subject to the terms and conditions hereof, the following actions
      shall be taken:




(a)  The
      Company will deliver to the Purchaser the Note dated the Closing Date, in
      the principal amount of $200,000.




(b)  The
      Purchaser shall deliver to the Company the Exchanged Shares.









**ARTICLE
      II**


**SECURITY
        DOCUMENTS**




2.1  Company
      Security Documents .




(a)  Security
      Agreement .
      All of
      the obligations of the Company under the Note shall be secured by a lien on
      all
      the personal property and assets of the Company now existing or hereinafter
      acquired granted pursuant to that certain Security Agreement dated as of
      February 1, 2007, between the Company and Purchaser (“Security Agreement”),
      which, except for Permitted Liens (as hereinafter defined), shall be a first
      lien. The parties acknowledge and agree that the term “Obligations” as defined
      in the Security Agreement, includes all obligations of the Company to the
      Purchaser, including without limitation, those obligations of the Company under
      the Note and Transaction Documents (as hereinafter defined).




(b)  Stock
      Pledge Agreement .
      To
      secure the obligations of the Company under this Agreement and the Note, the
      Company shall pledge, hypothecate, and assign, to the Purchaser all the capital
      stock of its Subsidiaries (the “Pledged Shares”), pursuant to that certain Stock
      Pledge Agreement and Escrow Agreement, dated as of February 1, 2007 between
      the
      Company and the Purchaser (the “Stock Pledge Agreement”). The
      parties acknowledge and agree that the term “Obligations” as defined in the
      Stock Pledge Agreement, includes all obligations of the Company to the
      Purchaser, including without limitation, those obligations of the Company under
      the Note and Transaction Documents. The Parties further acknowledge that
      t he
      Pledged Shares were previously transferred and delivered to Quarles & Brady
      LLP (the “Escrow Agent”) pursuant to the terms of that certain Stock Pledge and
      Escrow Agreement, dated August 11, 2006.




2.2  Guaranty .
      All of
      the obligations of the Company under the Note shall be guaranteed by each
      Subsidiary of the Company pursuant to those certain Guaranty Agreements, dated
      as of February 1, 2007 (each a “Guaranty Agreement”). The
      parties acknowledge and agree that the term “Obligations” as defined in each
      Guaranty Agreement, includes all obligations of the Company to the Purchaser,
      including without limitation, those obligations of the Company under the Note
      and Transaction Documents.




2.3  Guarantor
      Security Documents .
      All of
      the obligations of the Subsidiaries under the Guaranty Agreement shall be
      secured by a lien on all the personal property and assets of each respective
      Subsidiary now existing or hereinafter acquired granted pursuant to those
      certain Guarantor Security Agreements dated as of February 1, 2007 (each a
      “Guarantor Security Agreement”), which, except for Permitted Liens, shall be a
      first lien. The
      parties acknowledge and agree that the term “Obligations” as defined in each
      Guaranty Security Agreement, includes all obligations of each applicable
      Subsidiary to the Purchaser, including without limitation, those obligations
      of
      such Subsidiary under the applicable Guaranty Security Agreement.




2




**ARTICLE
      III**


**REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY**




The
      Company hereby represents and warrants to the Purchaser as of the date of this
      Agreement as follows:




3.1  Organization
      and Qualification .
      The
      Company is a corporation duly organized and validly existing and in good
      standing under the laws of the jurisdiction in which it is incorporated, and
      has
      all requisite corporate power and authority to carry on its business as now
      conducted. The Company is duly qualified as a foreign corporation to do business
      and is in good standing in every jurisdiction in which its ownership of property
      or the nature of the business conducted by it makes such qualification
      necessary, except to the extent that the failure to be so qualified or be in
      good standing would not have a Material Adverse Effect. As used in this
      Agreement, “Material Adverse Effect” means any material adverse effect on the
      business, properties, assets, operations, results of operations, condition
      (financial or otherwise) or prospects of the Company and its Subsidiaries or
      on
      the transactions contemplated hereby or by the agreements and instruments to
      be
      entered into in connection herewith, or on the authority or ability of the
      Company to perform its obligations under the Transaction Documents.




3.2  Subsidiaries .
      The
      Company has no subsidiaries PetCARE, African American Medical, and KidCARE.
      The
      Company owns, directly or indirectly, all of the capital stock of its
      Subsidiaries, free and clear of any and all Liens, and all the issued and
      outstanding shares of capital stock of each Subsidiary are validly issued and
      are fully paid, non-assessable and free of preemptive and similar rights. Each
      Subsidiary is a corporation duly organized and validly existing and in good
      standing under the laws of the jurisdiction in which it is incorporated, and
      has
      all requisite corporate power and authority to carry on its business as now
      conducted. Each Subsidiary is duly qualified as a foreign corporation to do
      business and is in good standing in every jurisdiction in which its ownership
      of
      property or the nature of the business conducted by it makes such qualification
      necessary, except to the extent that the failure to be so qualified or be in
      good standing would not have a Material Adverse Effect.




3.3  No
      Violation .
      Neither
      the Company nor any of its Subsidiaries is in violation of: (a) any of the
      provisions of its certificate or articles of incorporation, bylaws or other
      organizational or charter documents; or (b) any judgment, decree or order
      or any statute, ordinance, rule or regulation applicable to the Company or
      any
      of its Subsidiaries, except for possible violations which would not,
      individually or in the aggregate, have a Material Adverse Effect.




3.4  Capitalization .




(a)  As
      of the
      date hereof, the Company’s authorized apital stock consists of : (i) 250,000,000
      shares of Common Stock, of which (A) 76,847,389 shares are issued and
      outstanding, (B) no shares of Common Stock held in treasury, (C) 35,114,082 shares
      of Common Stock reserved for issuance upon the exercise of options, warrants
      and
      other securities convertible into Common Stock; and (ii) 25,000,000 shares
      of
      Preferred Stock, of which
      1,682,044 shares have been designated as “Series A Preferred Stock,” 2,612,329
      shares have been designated as “Series B Preferred Stock,” and 400,000 shares
      have been designated as “Series C Preferred Stock,” of which (X) 1,682,044
      shares of the Company’s Series A Preferred Stock are issued and outstanding, (Y)
      2,612,329 shares of the Company’s Series B Preferred Stock are issued and
      outstanding, and (Z) 32,242 shares of the Company’s Series C Preferred Stock are
      issued and  outstanding.
      All of such issued and outstanding shares have been, or upon issuance will
      be, validly issued, are fully paid and nonassessable.




3




(b)  Except
      as
      disclosed in the Company’s reports, financial statements, schedules, forms,
      statements and other documents required to be filed by it with the Securities
      and Exchange Commission (the “SEC”) pursuant to the reporting requirements of
      the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or
      otherwise on Schedule 3.4(b), prior to the date hereof (the “SEC
      Documents”):




(i)  no
      holder
      of shares of the Company’s capital stock has any preemptive rights or any other
      similar rights or has been granted or holds any liens or encumbrances suffered
      or permitted by the Company;




(ii)  except
      for annual issuances of Common Stock that will be issued in connection with
      the
      Company’s ESOP and to an advisory board that in the aggregate will not exceed,
      during any calendar year, 1.576% of the Company’s outstanding Common Stock
      calculated on a fully-diluted basis at a per share price of $.17, there are
      no
      outstanding options, warrants, scrip, rights to subscribe to, calls or
      commitments of any character whatsoever relating to, or securities or rights
      convertible into, or exercisable or exchangeable for, any shares of capital
      stock of the Company or any of its Subsidiaries, or contracts, commitments,
      understandings or arrangements by which the Company or any of its Subsidiaries
      is or may become bound to issue additional shares of capital stock of the
      Company or any of its Subsidiaries or options, warrants, scrip, rights to
      subscribe to, calls or commitments of any character whatsoever relating to,
      or
      securities or rights convertible into, or exercisable or exchangeable for,
      any
      shares of capital stock of the Company or any of its Subsidiaries;




(iii)  there
      are
      no outstanding debt securities, notes, credit agreements, credit facilities
      or
      other agreements, documents or instruments evidencing Indebtedness (as defined
      in Section 3.14 hereof) of the Company or any of its Subsidiaries or by
      which the Company or any of its Subsidiaries is or may become
      bound;




(iv)  there
      are
      no financing statements securing obligations in any material amounts, either
      singly or in the aggregate, filed in connection with the Company any of its
      Subsidiaries;




(v)  there
      are
      no agreements or arrangements under which the Company or any of its Subsidiaries
      is obligated to register the sale of any of their securities under the
      Securities Act of 1933, as amended, (the “Securities Act”);




(vi)  there
      are
      no outstanding securities or instruments of the Company or any of its
      Subsidiaries that contain any redemption or similar provisions, and there are
      no
      contracts, commitments, understandings or arrangements by which the Company
      or
      any of its Subsidiaries is or may become bound to redeem a security of the
      Company or any of its Subsidiaries;




4




(vii)  there
      are
      no securities or instruments containing antidilution or similar provisions
      that
      will be triggered by the issuance of the Note; and




(viii)  the
      Company does not have any stock appreciation rights or “phantom stock” plans or
      agreements or any similar plan or agreement.




3.5  Issuance
      of the Note .
      The
      Note to be issued hereunder is duly authorized and, upon payment and issuance
      in
      accordance with the terms hereof, shall be free from all taxes, Liens and
      charges with respect to the issuance thereof. All actions by the Board, the
      Company and its stockholders necessary for the valid issuance of the
      Note.




3.6  Authorization;
      Enforcement; Validity .
      The
      Company has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement, the Security Agreement, the Stock
      Pledge Agreement, the Guaranty Agreement, the Guarantor Security Agreement,
      the
      Note, and each of the other agreements or instruments entered into by the
      parties hereto in connection with the transactions contemplated by this
      Agreement (collectively, the “Transaction Documents”) and to issue the Note in
      accordance with the terms hereof and thereof. The execution and delivery of
      the
      Transaction Documents by the Company and the consummation by the Company of
      the
      transactions contemplated hereby and thereby, including, without limitation,
      and
      the issuance of the Note, have been duly authorized by the board of directors
      of
      the Company (the “Board”), and no further consent or authorization is required
      by the Company, the Board or its stockholders. This Agreement and the other
      Transaction Documents of even date herewith have been duly executed and
      delivered by the Company, and constitute the legal, valid and binding
      obligations of the Company enforceable against the Company in accordance with
      their respective terms, except (i) as such enforceability may be limited by
      general principles of equity or applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally, the enforcement of applicable creditors’ rights and
      remedies, or (ii) as any rights to indemnity or contribution hereunder may
      be limited by federal and state securities laws and public policy
      consideration.




3.7  [Intentionally
      Omitted]




3.8  No
      Conflicts .
      The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated hereby
      and
      thereby will not (i) result in a violation of any articles or certificate
      of incorporation, any certificate of designations, preferences and rights of
      any
      outstanding series of preferred stock or bylaws of the Company or any of its
      Subsidiaries or (ii) conflict with, or constitute a default (or an event
      which with notice or lapse of time or both would become a default) under, or
      give to others any rights of termination, amendment, acceleration or
      cancellation of, any material agreement, indenture or instrument to which the
      Company or any of its Subsidiaries is a party, or (iii) result in a
      violation of any law, rule, regulation, order, judgment or decree (including
      federal and state securities laws and regulations) applicable to the Company
      or
      any of its Subsidiaries or by which any property or asset of the Company or
      any
      of its Subsidiaries is bound or affected, except in the case of
      clauses (ii) and (iii), for such breaches or defaults as would not be
      reasonably expected to have a Material Adverse Effect.




5




3.9  Governmental
      Consents .
      Except
      for the filing of a Form D with the SEC, the Company is not required to obtain
      any consent, authorization or order of, or make any filing or registration
      with,
      any court, governmental agency or any regulatory or self-regulatory agency
      or
      any other Person (as hereinafter defined) in order for it to execute, deliver
      or
      perform any of its obligations under or contemplated by the Transaction
      Documents, in each case, in accordance with the terms hereof or thereof. All
      consents, authorizations, orders, filings and registrations which the Company
      is
      required to obtain at or prior to the Closing pursuant to the preceding sentence
      have been obtained or effected. The Company is unaware of any facts or
      circumstances which might prevent the Company from obtaining or effecting any
      of
      the foregoing.




3.10  No
      General Solicitation .
      Neither
      the Company, nor any of its affiliates, nor any Person acting on its or their
      behalf, has engaged in any form of general solicitation or general advertising
      (within the meaning of Regulation D under the Securities Act) in connection
      with
      the offer or sale of the Note.




3.11  No
      Integrated Offering .
      None of
      the Company, its subsidiaries, any of their affiliates, and any Person acting
      on
      their behalf has, directly or indirectly, made any offers or sales of any
      security or solicited any offers to buy any security, under circumstances that
      would require registration of the Note under the Securities Act or cause this
      offering of the Note to be integrated with prior offerings by the Company for
      purposes of the Securities Act or any applicable stockholder approval
      provisions.




3.12  Placement
      Agent’s Fees .
      No
      brokerage or finder’s fee or commission are or will be payable to any Person
      with respect to the transactions contemplated by this Agreement based upon
      arrangements made by the Company or any of its affiliates.




3.13  Litigation .
      There
      is no action, suit, proceeding, inquiry or investigation before or by any court,
      public board, government agency, self-regulatory organization or body pending
      or, to the knowledge of the Company, threatened against or affecting the
      Company, the transactions contemplated by the Transaction Documents, the Common
      Stock or any of its Subsidiaries or any of their respective current or former
      officers or directors in their capacities as such. To the knowledge of the
      Company, there has not been within the past two (2) years, and there is not
      pending, any investigation by the SEC involving the Company or any current
      or
      former director or officer of the Company (in his or her capacity as such).
      The
      SEC has not issued any stop order or other order suspending the effectiveness
      of
      any registration statement filed by the Company under the Securities Act within
      the past two (2) years.




3.14  Indebtedness
      and Other Contracts .
      Except
      as disclosed in the SEC Documents or otherwise set forth on Schedule 3.14,
      neither the Company nor any of its Subsidiaries (a) has any outstanding
      Indebtedness (as defined below), (b) is a party to any contract, agreement
      or instrument, the violation of which, or default under, by any other party
      to
      such contract, agreement or instrument would result in a Material Adverse
      Effect, (c) is in violation of any term of or in default under any
      contract, agreement or instrument relating to any Indebtedness, except where
      such violations and defaults would not result, individually or in the aggregate,
      in a Material Adverse Effect, or (d) is a party to any contract, agreement
      or instrument relating to any Indebtedness, the performance of which, in the
      judgment of the Company’s officers, has or is expected to have a Material
      Adverse Effect. For purposes of this Agreement: (x) ”Indebtedness” of any
      Person means, without duplication (i) all indebtedness for borrowed money,
      (ii) all obligations issued, undertaken or assumed as the deferred purchase
      price of property or services (other than trade payables entered into in the
      ordinary course of business), (iii) all reimbursement or payment
      obligations with respect to letters of credit, surety bonds and other similar
      instruments, (iv) all obligations evidenced by notes, bonds, debentures or
      similar instruments, including obligations so evidenced incurred in connection
      with the acquisition of property, assets or businesses, (v) all
      indebtedness created or arising under any conditional sale or other title
      retention agreement, or incurred as financing, in either case with respect
      to
      any property or assets acquired with the proceeds of such indebtedness (even
      though the rights and remedies of the seller or bank under such agreement in
      the
      event of default are limited to repossession or sale of such property),
      (vi) all monetary obligations under any leasing or similar arrangement
      which, in connection with generally accepted accounting principles, consistently
      applied for the periods covered thereby, is classified as a capital lease,
      (vii) all indebtedness referred to in clauses (i) through (vi) above
      secured by (or for which the holder of such Indebtedness has an existing right,
      contingent or otherwise, to be secured by) any mortgage, lien, pledge, change,
      security interest or other encumbrance upon or in any property or assets
      (including accounts and contract rights) owned by any Person, even though the
      Person which owns such assets or property has not assumed or become liable
      for
      the payment of such indebtedness, and (viii) all Contingent Obligations in
      respect of indebtedness or obligations of others of the kinds referred to in
      clauses (i) through (vii) above; (y) ”Contingent Obligation”
means, as to any Person, any direct or indirect liability, contingent or
      otherwise, of that Person with respect to any indebtedness, lease, dividend
      or
      other obligation of another Person if the primary purpose or intent of the
      Person incurring such liability, or the primary effect thereof, is to provide
      assurance to the obligee of such liability that such liability will be paid
      or
      discharged, or that any agreements relating thereto will be complied with,
      or
      that the holders of such liability will be protected (in whole or in part)
      against loss with respect thereto; and (z) ”Person” means an individual, a
      limited liability company, a partnership, a joint venture, a corporation, a
      trust, an unincorporated organization and a government or any department or
      agency thereof.




6




3.15  Financial
      Information; SEC Documents .
      The
      Company has filed all reports, schedules, forms, statements and other documents
      required to be filed by it with the SEC pursuant to the reporting requirements
      of the Exchange Act. As of their respective dates, the SEC Documents complied
      in
      all material respects with the requirements of the Exchange Act and the rules
      and regulations of the SEC promulgated thereunder applicable to such SEC
      Documents, and none of such SEC Documents, at the time they were filed with
      the
      SEC, contained any untrue statement of a material fact or omitted to state
      a
      material fact required to be stated therein or necessary in order to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading. As of their respective dates, the financial statements
      of
      the Company included in such SEC Documents complied as to form in all material
      respects with applicable accounting requirements and the published rules and
      regulations of the SEC with respect thereto. Such financial statements have
      been
      prepared in accordance with generally accepted accounting principles,
      consistently applied, during the periods involved (except (i) as may be
      otherwise indicated in such financial statements or the notes thereto, or
      (ii) in the case of unaudited interim statements, to the extent they may
      exclude footnotes or may be condensed or summary statements) and fairly present
      in all material respects the financial position of the Company as of the dates
      thereof and the results of its operations and cash flows for the periods then
      ended (subject, in the case of unaudited statements, to normal year-end audit
      adjustments). No other information provided by or on behalf of the Company
      to
      the Purchaser that is not included in the SEC Documents contains any untrue
      statement of a material fact or omits to state any material fact necessary
      in
      order to make the statements therein, in the light of the circumstance under
      which they are or were made, not misleading.




7




3.16  Absence
      of Certain Changes .
      Except
      as disclosed in the SEC Documents, since December 31, 2005, there has been
      no
      material adverse change and no material adverse development in the business,
      properties, operations, condition (financial or otherwise), results of
      operations or prospects of the Company or its Subsidiaries. Since December
      31,
      2005, the Company has not (i) declared or paid any dividends,
      (ii) sold any assets, individually or in the aggregate, in excess of
      $50,000 outside of the ordinary course of business or (iii) had capital
      expenditures, individually or in the aggregate, in excess of $100,000. The
      Company has not taken any steps to seek protection pursuant to any bankruptcy
      law nor does the Company have any knowledge or reason to believe that its
      creditors intend to initiate involuntary bankruptcy proceedings or any actual
      knowledge of any fact which would reasonably lead a creditor to do so. After
      giving effect to the transactions contemplated hereby to occur at the Closing,
      the Company will not be Insolvent (as hereinafter defined). For purposes of
      this
      Agreement, “Insolvent” means (i) the present fair saleable value of the
      Company’s assets is less than the amount required to pay the Company’s total
      indebtedness, contingent or otherwise, (ii) the Company is unable to pay
      its debts and liabilities, subordinated, contingent or otherwise, as such debts
      and liabilities become absolute and matured, (iii) the Company intends to
      incur or believes that it will incur debts that would be beyond its ability
      to
      pay as such debts mature or (iv) the Company has unreasonably small capital
      with which to conduct the business in which it is engaged as such business
      is
      now conducted and is proposed to be conducted.




3.17  Foreign
      Corrupt Practices .




(a)  Neither
      the Company, nor any director, officer, agent, employee or other Person acting
      on behalf of the Company has, in the course of its actions (a) used any
      corporate funds for any unlawful contribution, gift, entertainment or other
      unlawful expenses relating to political activity, (b) made any direct or
      indirect unlawful payment to any foreign or domestic government official or
      employee from corporate funds, (c) violated or is in violation of any
      provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended or
      (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or
      other unlawful payment to any foreign or domestic government official or
      employee.




(b)  None
      of
      the Subsidiaries of the Company, nor any of their respective directors,
      officers, agents, employees or other Persons acting on behalf of such
      subsidiaries has, in the course of their respective actions (a) used any
      corporate funds for any unlawful contribution, gift, entertainment or other
      unlawful expenses relating to political activity, (b) made any direct or
      indirect unlawful payment to any foreign or domestic government official or
      employee from corporate funds, (c) violated or is in violation of any
      provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended or
      (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or
      other unlawful payment to any foreign or domestic government official or
      employee.




8




3.18  Transactions
      With Affiliates .
      Except
      as set forth in the SEC Documents, none of the officers, directors or employees
      of the Company is presently a party to any transaction with the Company or
      any
      of its Subsidiaries (other than for ordinary course services as employees,
      officers or directors), including any contract, agreement or other arrangement
      providing for the furnishing of services to or by, providing for rental of
      real
      or personal property to or from, or otherwise requiring payments to or from
      any
      such officer, director or employee or, to the knowledge of the Company, any
      corporation, partnership, trust or other entity in which any such officer,
      director, or employee has a substantial interest or is an officer, director,
      trustee or partner.




3.19  Insurance .
      The
      Company and each of its Subsidiaries are insured by insurers of recognized
      financial responsibility against such losses and risks and in such amounts
      as
      management of the Company believes to be prudent and customary in the businesses
      in which the Company and each of its Subsidiaries are engaged. Neither the
      Company nor any of its Subsidiaries has been refused any insurance coverage
      sought or applied for and neither the Company nor any of its Subsidiaries has
      any reason to believe that it will not be able to renew its existing insurance
      coverage as and when such coverage expires or to obtain similar coverage from
      similar insurers as may be necessary to continue its business at a cost that
      would not have a Material Adverse Effect.




3.20  Employee
      Relations .
      Neither
      the Company nor any of its Subsidiaries is a party to any collective bargaining
      agreement or employs any member of a union. No Executive Officer of the Company
      (as defined in Rule 501(f) of the Securities Act) has notified the Company
      that such officer intends to leave the Company or otherwise terminate such
      officer’s employment with the Company. No Executive Officer of the Company, to
      the knowledge of the Company, is, or is now, in violation of any material term
      of any employment contract, confidentiality, disclosure or proprietary
      information agreement, non-competition agreement, or any other contract or
      agreement or any restrictive covenant, and the continued employment of each
      such
      executive officer does not subject the Company or any of its Subsidiaries to
      any
      liability with respect to any of the foregoing matters. The Company and each
      of
      its Subsidiaries are in compliance with all federal, state, local and foreign
      laws and regulations respecting employment and employment practices, terms
      and
      conditions of employment and wages and hours, except where failure to be in
      compliance would not, either individually or in the aggregate, reasonably be
      expected to result in a Material Adverse Effect.




3.21  Title .
      The
      Company and each of its Subsidiaries have good and marketable title to all
      personal property owned by them which is material to their respective business,
      in each case free and clear of all liens, encumbrances and defects except such
      as are described in the SEC Documents or such as do not materially affect the
      value of such property and do not interfere with the use made and proposed
      to be
      made of such property by the Company and its Subsidiaries. Any real property
      and
      facilities held under lease by the Company and each of its Subsidiaries are
      held
      by them under valid, subsisting and enforceable leases with such exceptions
      as
      are not material and do not interfere with the use made and proposed to be
      made
      of such property and buildings by the Company and each of its
      Subsidiaries.




3.22  Intellectual
      Property Rights . Schedule
      3.22 sets
      forth a list of all of the Company’s patents, trademarks, trade names, service
      marks copyrights, and registrations and applications therefor, trade secrets
      and
      any other intellectual property right (collectively, “Intellectual Property
      Rights”), identifying whether owned by the Company, any of its Subsidiaries or a
      third party. The Intellectual Property Rights are, to the best of the Company’s
      knowledge, fully valid and are in full force and effect. The Company does not
      have any knowledge of any infringement by the Company or any of its Subsidiaries
      of Intellectual Property Rights of others. There is no claim, action or
      proceeding being made or brought, or to the knowledge of the Company, being
      threatened, against the Company or any of its Subsidiaries regarding its
      Intellectual Property Rights that could have a Material Adverse Effect. The
      Company is unaware of any facts or circumstances which might give rise to any
      of
      the foregoing infringements or claims, actions or proceedings. The Company
      and
      its Subsidiaries have taken reasonable security measures to protect the secrecy,
      confidentiality and value of their Intellectual Property Rights.




9




3.23  Environmental
      Laws .
      The
      Company and each of its Subsidiaries (a) are in compliance with any and all
      Environmental Laws (as hereinafter defined), (b) have received all permits,
      licenses or other approvals required of them under applicable Environmental
      Laws
      to conduct their respective businesses and (c) are in compliance with all
      terms and conditions of any such permit, license or approval where, in each
      of
      the foregoing clauses (a), (b) and (c), the failure to so comply could be
      reasonably expected to have, individually or in the aggregate, a Material
      Adverse Effect. The term “Environmental Laws” means all federal, state, local or
      foreign laws relating to pollution or protection of human health or the
      environment (including, without limitation, ambient air, surface water,
      groundwater, land surface or subsurface strata), including, without limitation,
      laws relating to emissions, discharges, releases or threatened releases of
      chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes
      (collectively, “Hazardous Materials”) into the environment, or otherwise
      relating to the manufacture, processing, distribution, use, treatment, storage,
      disposal, transport or handling of Hazardous Materials, as well as all
      authorizations, codes, decrees, demands or demand letters, injunctions,
      judgments, licenses, notices or notice letters, orders, permits, plans or
      regulations issued, entered, promulgated or approved thereunder.




3.24  Tax
      Matters .
      The
      Company and each of its Subsidiaries (a) have made or filed all federal and
      state income and all other tax returns, reports and declarations required by
      any
      jurisdiction to which it is subject, (b) have paid all taxes and other
      governmental assessments and charges that are material in amount, shown or
      determined to be due on such returns, reports and declarations, except those
      being contested in good faith and (c) have set aside on its books
      reasonably adequate provision for the payment of all taxes for periods
      subsequent to the periods to which such returns, reports or declarations apply,
      except where such failure would not have a Material Adverse Effect. There are
      no
      unpaid taxes in any material amount claimed to be due by the taxing authority
      of
      any jurisdiction, and the officers of the Company know of no basis for any
      such
      claim.




3.25  Sarbanes-Oxley
      Act .
      The
      Company is in compliance with any and all requirements of the Sarbanes-Oxley
      Act
      of 2002 that are effective as of the date hereof and applicable to it, and
      any
      and all rules and regulations promulgated by the SEC thereunder that are
      effective and applicable to it as of the date hereof, except where such
      noncompliance would not have a Material Adverse Effect.




10




3.26  Investment
      Company Status .
      The
      Company is not, and immediately after receipt of payment for the Note will
      not
      be, an “investment company,” an “affiliated person” of, “promoter” for or
“principal underwriter” for, or an entity “controlled” by an “investment
      company,” within the meaning of the Investment Company Act.




3.27  Material
      Contracts .
      Each
      contract of the Company that involves expenditures or receipts in excess of
      $100,000 (each an “Applicable Contract”) is in full force and effect and is
      valid and enforceable in accordance with its terms. The Company is and has
      been
      in full compliance with all applicable terms and requirements of each Applicable
      Contract and , to the Company’s knowledge, no event has occurred or circumstance
      exists that (with or without notice or lapse of time) may contravene, conflict
      with or result in a violation or breach of, or give the Company or any other
      entity the right to declare a default or exercise any remedy under, or to
      accelerate the maturity or performance of, or to cancel, terminate or modify
      any
      Applicable Contract. The Company has not given or received from any other entity
      any notice or other communication (whether oral or written) regarding any
      actual, alleged, possible or potential violation or breach of, or default under,
      any Applicable Contract.




3.28  Inventory .
      All
      inventory of the Company consists of a quality and quantity usable and salable
      in the ordinary course of business, except for obsolete items and items of
      below-standard quality, all of which have been or will be written off or written
      down to net realizable value on the unaudited consolidated balance sheet of
      the
      Company and its Subsidiaries as of December 31, 2006. The quantities of
      each type of inventory (whether raw materials, work-in-process, or finished
      goods) are not excessive, but are reasonable and warranted in the present
      circumstances of the Company.




3.29  Disclosure . The
      Company confirms that neither it nor any other Person acting on its behalf
      has
      provided the Purchaser or its agents or counsel with any information that
      constitutes or might constitute material, nonpublic information that has not
      been disclosed in the SEC Documents. The Company understands and confirms that
      the Purchaser will rely on the foregoing representations in effecting
      transactions in securities of the Company. All
      disclosure provided to the Purchaser regarding the Company, its business and
      the
      transactions contemplated hereby, including the Schedules to this Agreement,
      furnished by or on behalf of the Company are true and correct and do not contain
      any untrue statement of a material fact or omit to state any material fact
      necessary in order to make the statements made therein, in light of the
      circumstances under which they were made, not misleading.




**ARTICLE
      IV**


**REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER**




The
      Purchaser hereby represents and warrants to the Company as of the date of this
      Agreement as follows:




4.1  Organization .
      The
      Purchaser is a corporation, limited liability company or partnership duly
      incorporated or organized, validly existing and in good standing under the
      laws
      of the jurisdiction of its incorporation or organization.




11




4.2  Authorization .
      This
      Agreement has been duly authorized, validly executed and delivered by the
      Purchaser and is a valid and binding agreement and obligation of the Purchaser
      enforceable against the Purchaser in accordance with its terms, subject to
      limitations on enforcement by general principles of equity and by bankruptcy
      or
      other laws affecting the enforcement of creditors’ rights generally, and the
      Purchaser has full power and authority to execute and deliver this Agreement
      and
      the other agreements and documents contemplated hereby and to perform its
      obligations hereunder and thereunder.




4.3  Investment
      Investigation .
      The
      Purchaser understands that no Federal, state, local or foreign governmental
      body
      or regulatory authority has made any finding or determination relating to the
      fairness of an investment in the Note and that no Federal, state, local or
      foreign governmental body or regulatory authority has recommended or endorsed,
      or will recommend or endorse, any investment in the Note. The Purchaser, in
      making the decision to purchase the Note, has relied upon independent
      investigation made by it and has not relied on any information or
      representations made by third parties.




4.4  Accredited
      Investor .
      The
      Purchaser is an “accredited investor” as defined under Rule 501 of Regulation D
      promulgated under the Securities Act.




4.5  No
      Distribution .
      The
      Purchaser is and will be acquiring the Note for its own account, and not with
      a
      view to any resale or distribution of the Note in whole or in part, in violation
      of the Securities Act or any applicable securities laws.




4.6  Resale .
      The
      parties intend that the offer and sale of the Note be exempt from registration
      under the Securities Act, by virtue of Section 4(2) and/or Rule 506 of
      Regulation D promulgated under the Securities Act. The Purchaser understands
      that the Note purchased hereunder has not been, and may never be, registered
      under the Securities Act and that the Note cannot be sold or transferred unless
      its is first registered under the Securities Act and such state and other
      securities laws as may be applicable or in the opinion of counsel for the
      Company an exemption from registration under the Securities Act is available
      (and then the Note may be sold or transferred only in compliance with such
      exemption and all applicable state and other securities laws).




4.7  Reliance .
      The
      Purchaser understands that the Note is being offered and sold to it in reliance
      on specific provisions of Federal and state securities laws and that the Company
      is relying upon the truth and accuracy of the representations, warranties,
      agreements, acknowledgments and understandings of the Purchaser set forth herein
      for purposes of qualifying for exemptions from registration under the Securities
      Act, and applicable state securities laws.




4.8  Title
      to Exchanged Shares .
      The
      Purchaser is the lawful owner of the Exchanged Shares and has good title
      thereto, free and clear of all liens, claims and encumbrances of any
      kind.




12




**ARTICLE
      V**


**CONDITIONS
      TO CLOSING OF THE PURCHASERS**




The
      obligation of the Purchaser to purchase the Note at the Closing is subject
      to
      the fulfillment to the Purchaser’s satisfaction on or prior to the Closing Date
      of each of the following conditions, any of which may be waived by the
      Purchaser:




5.1  Representations
      and Warranties Correct .
      The
      representations and warranties in Article III hereof shall be true and correct
      when made, and shall be true and correct on the Closing Date with the same
      force
      and effect as if they had been made on and as of the Closing Date.




5.2  Performance .
      All
      covenants, agreements and conditions contained in this Agreement to be performed
      or complied with by the Company on or prior to the Closing Date shall have
      been
      performed or complied with by the Company in all material respects.




5.3  No
      Impediments .
      Neither
      the Company nor any Purchaser shall be subject to any order, decree or
      injunction of a court or administrative agency of competent jurisdiction that
      prohibits the transactions contemplated hereby or would impose any material
      limitation on the ability of such Purchaser to exercise full rights of ownership
      of the Note. At the time of the Closing, the purchase of the Note to be
      purchased by the Purchaser hereunder shall be legally permitted by all laws
      and
      regulations to which the Purchaser and the Company are subject.




5.4  Other
      Agreements and Documents .
      Company
      and/or its Subsidiaries, as applicable, shall have executed and delivered the
      following agreements and documents:




(a)  The
      Note
      in the form of Exhibit
      A attached
      hereto;




(b)  A
      certificate of the Company’s CEO, dated the Closing Date, certifying
      (i) the fulfillment of the conditions specified in Sections 5.1 and
      5.2 of this Agreement, (ii) the Board resolutions approving this Agreement
      and the transactions contemplated hereby, and (iii) other matters as the
      Purchaser shall reasonably request;




(c)  A
      written
      waiver, in form and substance satisfactory to the Purchaser, from each person,
      other than the Purchaser and those Persons set forth on Schedule 5.4(c), who
      has
      any of the following rights:




(i)  any
      currently effective right of first refusal to acquire the Note; or




(ii)  any
      right
      to an anti-dilution adjustment of securities issued by the Company that are
      held
      by such person that will be triggered as a result of the issuance of the Note;
      and




(d)  All
      necessary consents or waivers, if any, from all parties to any other material
      agreements to which the Company is a party or by which it is bound immediately
      prior to the Closing in order that the transactions contemplated hereby may
      be
      consummated and the business of the Company may be conducted by the Company
      after the Closing without adversely affecting the Company.




13




5.5  Due
      Diligence Investigation .
      No fact
      shall have been discovered, whether or not reflected in the Schedules hereto,
      which in the Purchaser’s determination would make the consummation of the
      transactions contemplated by this Agreement not in the Purchaser’s best
      interests.




5.6  Post-Closing
      Deliveries .
      Within
      10 days after Closing, the Company shall deliver to Purchaser a completed and executed Florida Department of Revenue Documentary Stamp Tax
      Return Form DR-228, or such other successor form specified by the Florida
      Department of Revenue.




**ARTICLE
      VI**


**CONDITIONS
      TO CLOSING OF THE COMPANY**




The
      Company’s obligation to sell the Note at the Closing is subject to the
      fulfillment to its satisfaction on or prior to the Closing Date of each of
      the
      following conditions:




6.1  Representations .
      The
      representations made by the Purchaser pursuant to Article IV hereof shall
      be true and correct when made and shall be true and correct on the Closing
      Date.




6.2  No
      Impediments .
      Neither
      the Company nor any Purchaser shall be subject to any order, decree or
      injunction of a court or administrative agency of competent jurisdiction that
      prohibits the transactions contemplated hereby or would impose any material
      limitation on the ability of such Purchaser to exercise full rights of ownership
      of the Note. At the time of the Closing, the purchase of the Note to be
      purchased by the Purchaser hereunder shall be legally permitted by all laws
      and
      regulations to which the Purchaser and the Company are subject.




6.3  Payment
      of Purchase Price .
      The
      Company shall have received the Exchanged Shares.




**ARTICLE
      VII**


**AFFIRMATIVE
      COVENANTS**




The
      Company hereby covenants and agrees, so long as the Note remains outstanding,
      as
      follows:




7.1  Maintenance
      of Corporate Existence .
      The
      Company shall and shall cause its Subsidiaries to, maintain in full force and
      effect its corporate existence, rights and franchises and all material terms
      of
      licenses and other rights to use licenses, trademarks, trade names, service
      marks, copyrights, patents or processes owned or possessed by it and necessary
      to the conduct of its business.




7.2  Maintenance
      of Properties .
      The
      Company shall and shall cause its Subsidiaries to, keep each of its properties
      necessary to the conduct of its business in good repair, working order and
      condition, reasonable wear and tear excepted, and from time to time make all
      needful and proper repairs, renewals, replacements, additions and improvements
      thereto; and the Company shall and shall cause its Subsidiaries to at all times
      comply with each material provision of all leases to which it is a party or
      under which it occupies property.




14




7.3  Payment
      of Taxes .
      The
      Company shall and shall cause its Subsidiaries to, promptly pay and discharge,
      or cause to be paid and discharged when due and payable, all lawful taxes,
      assessments and governmental charges or levies imposed upon the income, profits,
      assets, property or business of the Company and its Subsidiaries; provided,
      however, that any such tax, assessment, charge or levy need not be paid if
      the
      validity thereof shall be contested timely and in good faith by appropriate
      proceedings, if the Company or its Subsidiaries shall have set aside on its
      books adequate reserves with respect thereto, and the failure to pay shall
      not
      be prejudicial in any material respect to the holder of the Note, and provided,
      further, that the Company or its Subsidiaries will pay or cause to be paid
      any
      such tax, assessment, charge or levy forthwith upon the commencement of
      proceedings to foreclose any lien which may have attached as security
      therefor.




7.4  Payment
      of Indebtedness .
      The
      Company shall and shall cause its Subsidiaries to pay or cause to be paid all
      Indebtedness incident to the operations of the Company or its Subsidiaries
      (including, without limitation, claims or demands of workmen, materialmen,
      vendors, suppliers, mechanics, carriers, warehousemen and landlords) which,
      if
      unpaid might become a lien (except for Permitted Liens) upon the assets or
      property of the Company or its Subsidiaries.




7.5  Maintenance
      of Insurance .
      The
      Company shall and shall cause its Subsidiaries to, keep its assets which are
      of
      an insurable character insured by financially sound and reputable insurers
      against loss or damage by theft, fire, explosion and other risks customarily
      insured against by companies in the line of business of the Company or its
      Subsidiaries, in amounts sufficient to prevent the Company and its Subsidiaries
      from becoming a co-insurer of the property insured; and the Company shall and
      shall cause its Subsidiaries to maintain, with financially sound and reputable
      insurers, insurance against other hazards and risks and liability to persons
      and
      property to the extent and in the manner customary for companies in similar
      businesses similarly situated or as may be required by law, including, without
      limitation, general liability, fire and business interruption insurance, and
      product liability insurance as may be required pursuant to any license agreement
      to which the Company or its Subsidiaries is a party or by which it is
      bound.




7.6  Notice
      of Adverse Change .
      The
      Company shall promptly give notice to the holder of the Note (but in any event
      within seven (7) days) after becoming aware of the existence of any condition
      or
      event which constitutes, or the occurrence of, any of the
      following:




(a)  any
      Event
      of Default (as hereinafter defined);




(b)  any
      other
      event of noncompliance by the Company or its Subsidiaries under this
      Agreement;




(c)  the
      institution or threatening of institution of an action, suit or proceeding
      against the Company or any Subsidiary before any court, administrative agency
      or
      arbitrator, including, without limitation, any action of a foreign government
      or
      instrumentality, which, if adversely decided, could materially adversely affect
      the business, prospects, properties, financial condition or results of
      operations of the Company and its Subsidiaries, taken as a whole whether or
      not
      arising in the ordinary course of business; or




15


(d)  any
      information relating to the Company or any Subsidiary which could reasonably
      be
      expected to materially and adversely affect the assets, property, business
      or
      condition (financial or otherwise) of the Company or its ability to perform
      the
      terms of this Agreement. Any notice given under this Section 7.6 shall
      specify the nature and period of existence of the condition, event, information,
      development or circumstance, the anticipated effect thereof and what actions
      the
      Company has taken and/or proposes to take with respect thereto.




7.7  Compliance
      With Agreements .
      The
      Company shall and shall cause its Subsidiaries to comply in all material
      respects, with the terms and conditions of all material agreements, commitments
      or instruments to which the Company or any of its Subsidiaries is a party or
      by
      which it or they may be bound.




7.8  Compliance
      With Laws .
      The
      Company shall and shall cause each of its Subsidiaries to duly comply in all
      material respects with any material laws, ordinances, rules and regulations
      of
      any foreign, Federal, state or local government or any agency thereof, or any
      writ, order or decree, and conform to all valid requirements of governmental
      authorities relating to the conduct of their respective businesses, properties
      or assets.




7.9  Protection
      of Licenses, etc. The
      Company shall and shall cause its Subsidiaries to, maintain, defend and protect
      to the best of their ability licenses and sublicenses (and to the extent the
      Company or a Subsidiary is a licensee or sublicensee under any license or
      sublicense, as permitted by the license or sublicense agreement), trademarks,
      trade names, service marks, patents and applications therefor and other
      proprietary information owned or used by it or them and shall keep duplicate
      copies of any licenses, trademarks, service marks or patents owned or used
      by
      it, if any, at a secure place selected by the Company.




7.10  Accounts
      and Records; Inspections .




(a)  The
      Company shall keep true records and books of account in which full, true and
      correct entries will be made of all dealings or transactions in relation to
      the
      business and affairs of the Company and its Subsidiaries in accordance with
      generally accepted accounting principles applied on a consistent
      basis.




(b)  The
      Company shall permit each holder of the Note or any of such holder’s officers,
      employees or representatives during regular business hours of the Company,
      upon
      forty-eight (48) hours notice and as often as such holder may reasonably
      request, to visit and inspect the offices and properties of the Company and
      its
      Subsidiaries and to make extracts or copies of the books, accounts and records
      of the Company or its Subsidiaries at such holder’s expense.




(c)  Nothing
      contained in this Section 7.10 shall be construed to limit any rights which
      a holder of any Note may otherwise have with respect to the books and records
      of
      the Company and its Subsidiaries, to inspect its properties or to discuss its
      affairs, finances and accounts.




7.11  Maintenance
      of Office .
      The
      Company will maintain its principal office at the address of the Company set
      forth in Section 12.6 of this Agreement where notices, presentments and
      demands in respect of this Agreement and of the Note may be made upon the
      Company, until such time as the Company shall notify the holder of the Note
      in
      writing, at least thirty (30) days prior thereto, of any change of location
      of
      such office.




16




7.12  Use
      of
      Proceeds .
      The
      Company shall use all the proceeds received from the sale of the Note pursuant
      to this Agreement solely for the purpose of working capital and the repayment
      of
      certain payables incurred in the ordinary course of business not for the
      repayment of debt.




7.13  Payment
      of the Note .
      The
      Company shall pay the principal of and interest on the Note in the time, the
      manner and the form provided therein, except to the extent that such principal
      and/or interest shall have been converted into Common Stock in accordance with
      its terms.




7.14  SEC
      Reporting Requirements .
      The
      Company shall comply with its reporting and filing obligations pursuant to
      Section 13 or 15(d) of the Exchange Act. The Company shall provide copies
      of such reports to the holder of the Note promptly upon such holder’s
      request.




7.15  Authorization
      of and Reservation of Additional Shares of Common Stock .
      The
      Company will at all times cause there to be reserved for issuance a sufficient
      number of shares of Common Stock for the issuance of the Note
      Shares.




7.16  Further
      Assurances .
      From
      time to time the Company shall execute and deliver to the Purchaser and the
      Purchaser shall execute and deliver to the Company such other instruments,
      certificates, agreements and documents and take such other action and do all
      other things as may be reasonably requested by the other party in order to
      implement or effectuate the terms and provisions of this Agreement and the
      Note.




**ARTICLE
      VIII**


**NEGATIVE
      COVENANTS**




The
      Company hereby covenants and agrees, so long as the Note remains outstanding,
      it
      will not (and not allow any of its Subsidiaries to), directly or indirectly,
      without the prior written consent of the Purchaser, as follows:




8.1  Payment
      of Dividends; Stock Purchase .
      Declare
      or pay any cash dividends on, or make any distribution to the holders of, any
      shares of capital stock of the Company, other than dividends or distributions
      payable in such capital stock, or purchase, redeem or otherwise acquire or
      retire for value any shares of capital stock of the Company or warrants or
      rights to acquire such capital stock, other than in connection with repurchases
      upon the termination of employment of employee equityholders.




8.2  Stay,
      Extension and Usury Laws .
      At any
      time insist upon, plead, or in any manner whatsoever claim or take the benefit
      or advantage of, any stay, extension or usury law wherever enacted, now or
      at
      any time hereinafter in force, which may affect the covenants or the performance
      of the Note, the Company hereby expressly waiving all benefit or advantage
      of
      any such law, or by resort to any such law, hinder, delay or impede the
      execution of any power herein granted to the Purchaser but will suffer and
      permit the execution of every such power as though no such law had been
      enacted.




17




8.3  Reclassification .
      Effect
      any reclassification, combination or reverse stock split of the Common
      Stock.




8.4  Liens .
      Except
      as otherwise provided in this Agreement, create, incur, assume or permit to
      exist any mortgage, lien, pledge, charge, security interest or other
      encumbrance, or any interest or title of any vendor, lessor, lender or other
      secured party to or of the Company or any Subsidiary under any conditional
      sale
      or other title retention agreement or any capital lease, upon or with respect
      to
      any property or asset of the Company or any subsidiary (each a “Lien” and
      collectively, “Liens”), except that the foregoing restrictions shall not apply
      to:




(a)  liens
      for
      taxes, assessments and other governmental charges, if payment thereof shall
      not
      at the time be required to be made, and provided such reserve as shall be
      required by generally accepted accounting principles consistently applied shall
      have been made therefor;




(b)  liens
      of
      workmen, materialmen, vendors, suppliers, mechanics, carriers, warehouseman
      and
      landlords or other like liens, incurred in the ordinary course of business
      for
      sums not then due or being contested in good faith, if an adverse decision
      in
      which contest would not materially affect the business of the
      Company;




(c)  liens
      securing indebtedness of the Company or any Subsidiaries which is in an
      aggregate principal amount not exceeding $100,000 and which liens are
      subordinate to liens on the same assets held by the Purchaser;




(d)  statutory
      liens of landlords, statutory liens of banks and rights of set-off, and other
      liens imposed by law, in each case incurred in the ordinary course of business
      (i) for amounts not yet overdue or (ii) for amounts that are overdue
      and that are being contested in good faith by appropriate proceedings, so long
      as such reserves or other appropriate provisions, if any, as shall be required
      by generally accepted accounting principles shall have been made for any such
      contested amounts;




(e)  liens
      incurred or deposits made in the ordinary course of business in connection
      with
      workers’ compensation, unemployment insurance and other types of social
      security, or to secure the performance of tenders, statutory obligations, surety
      and appeal bonds, bids, leases, government contracts, trade contracts,
      performance and return-of-money bonds and other similar obligations (exclusive
      of obligations for the payment of borrowed money);




(f)  any
      attachment or judgment lien not constituting an Event of Default;




(g)  easements,
      rights-of-way, restrictions, encroachments, and other minor defects or
      irregularities in title, in each case which do not and will not interfere in
      any
      material respect with the ordinary conduct of the business of the Company or
      any
      of its subsidiaries;




(h)  any
      (i) interest or title of a lessor or sublessor under any lease,
      (ii) restriction or encumbrance that the interest or title of such lessor
      or sublessor may be subject to, or (iii) subordination of the interest of
      the lessee or sublessee under such lease to any restriction or encumbrance
      referred to in the preceding clause (ii), so long as the holder of such
      restriction or encumbrance agrees to recognize the rights of such lessee or
      sublessee under such lease;




18




(i)  liens
      in
      favor of customs and revenue authorities arising as a matter of law to secure
      payment of customs duties in connection with the importation of
      goods;




(j)  any
      zoning or similar law or right reserved to or vested in any governmental office
      or agency to control or regulate the use of any real property;




(k)  liens
      securing obligations (other than obligations representing debt for borrowed
      money) under operating, reciprocal easement or similar agreements entered into
      in the ordinary course of business of the Company and its Subsidiaries;
      and




(l)  the
      replacement, extension or renewal of any lien permitted by this Section 8.4
      upon or in the same property theretofore subject or the replacement, extension
      or renewal (without increase in the amount or change in any direct or contingent
      obligor) of the indebtedness secured thereby.




All
      of
      the Foregoing Liens described in subsections (a) - (l) above shall be referred
      to as “Permitted Liens”.




8.5  Indebtedness .
      Create,
      incur, assume, suffer, permit to exist, or guarantee, directly or indirectly,
      any Indebtedness, excluding, however, from the operation of this
      covenant:




(a)  any
      indebtedness or the incurring, creating or assumption of any indebtedness
      secured by liens permitted by the provisions of Section 8.4(c)
      above;




(b)  the
      endorsement of instruments for the purpose of deposit or collection in the
      ordinary course of business;




(c)  indebtedness
      which may, from time to time be incurred or guaranteed by the Company which
      in
      the aggregate principal amount does not exceed $100,000 and is subordinate
      to
      the indebtedness under this Agreement;




(d)  indebtedness
      under the Note and any Indebtedness otherwise existing on the date
      hereof;




(e)  indebtedness
      relating to contingent obligations of the Company and its subsidiaries under
      guaranties in the ordinary course of business of the obligations of suppliers,
      customers, and licensees of the Company and its Subsidiaries;




(f)  indebtedness
      relating to loans from the Company to its Subsidiaries;




(g)  indebtedness
      relating to capital leases in an amount not to exceed $100,000;




(h)  accounts
      or notes payable arising out of the purchase of merchandise or services in
      the
      ordinary course of business; or




19




(i)  indebtedness
      (if any) expressly permitted by, and in accordance with, the terms and
      conditions of this Agreement.




8.6  Liquidation
      or Sale .
      Sell,
      transfer, lease or otherwise dispose of 10% or more of its consolidated assets
      (as shown on the most recent financial statements of the Company or the
      Subsidiaries, as the case may be) in any single transaction or series of related
      transactions (other than the sale of inventory in the ordinary course of
      business), or liquidate, dissolve, recapitalize or reorganize in any form of
      transaction, or acquire all or substantially all of the capital stock or assets
      of another business or entity.




8.7  Change
      in Control Transaction .
      Enter
      into a Change in Control Transaction. For purposes of this Agreement, “Change in
      Control Transaction” means, except with respect to acquisitions by the Company
      in the normal course of business, the occurrence of (a) an acquisition by
      an individual or legal entity or “group” (as described in Rule 13d-5(b)(1)
      promulgated under the Exchange Act) of effective control (whether through legal
      or beneficial ownership of capital stock of the Company, by contract or
      otherwise) of in excess of fifty percent (50%) of the voting securities of
      the
      Company (except that the acquisition of voting securities by the Purchaser
      shall
      not constitute a Change of Control Transaction for purposes hereof), (b) a
      replacement at one time or over time of more than one-half of the members of
      the
      Board of the Company which is not approved by a majority of those individuals
      who are members of the Board on the date hereof (or by those individuals who
      are
      serving as members of the Board on any date whose nomination to the Board was
      approved by a majority of the members of the Board who are members on the date
      hereof), (c) the merger or consolidation of the Company or any subsidiary
      of the Company in one or a series of related transactions with or into another
      entity (except in connection with a reincorporation merger involving the Company
      or with respect to which the Company is the survivor), or (d) the execution
      by the Company of an agreement to which the Company is a party or by which
      it is
      bound, providing for any of the events set forth above in (a), (b) or
      (c).




8.8  Amendment
      of Charter Documents .
      Make
      any further amendment to the articles of incorporation or by-laws of the Company
      or any of its Subsidiaries.




8.9  Loans
      and Advances .
      Except
      for loans and advances outstanding as of the Closing Date, directly or
      indirectly, make any advance or loan to, or guarantee any obligation of, any
      person, firm or entity, except for intercompany loans or advances and those
      provided for in this Agreement.




8.10  Transactions
      with Affiliates .




(a)  Make
      any
      intercompany transfers of monies or other assets in any single transaction
      or
      series of transactions, except as otherwise permitted in this
      Agreement.




(b)  Engage
      in
      any transaction with any of the officers, directors, employees or affiliates
      of
      the Company or of its Subsidiaries, except on terms no less favorable to the
      Company or the Subsidiary as could be obtained in an arm’s length
      transaction.




(c)  Divert
      (or permit anyone to divert) any business or opportunity of the Company or
      subsidiary to any other corporate or business entity.




20




8.11  Other
      Business .
      Enter
      into or engage, directly or indirectly, in any business other than the business
      currently conducted or proposed to be conducted as of the date of this Agreement
      by the Company or any Subsidiary.




8.12  Investments .
      Make
      any investments in, or purchase any stock, option, warrant, or other security
      or
      evidence of indebtedness of, any person or entity (exclusive of any Subsidiary),
      other than obligations of the United States Government or certificates of
      deposit or other instruments maturing within one year from the date of purchase
      from financial institutions with capital in excess of $50 million.




**ARTICLE
      IX**


**EVENTS
      OF DEFAULT**




9.1  Events
      of Default .
      The
      occurrence and continuance of any of the following events shall constitute
      an
      event of default under this Agreement and the Note (each an “Event of Default”
and, collectively, “Events of Default”):




(a)  if
      the
      Company shall default in the payment of (i) any part of the principal of
      the Note, when the same shall become due and payable, whether at maturity or
      at
      a date fixed for prepayment or by acceleration or otherwise; or (ii) the
      interest on the Note; when the same shall become due and payable; and in each
      case such default shall have continued without cure for ten (10) business days
      after written notice (a “Default Notice”) is given to the Company of such
      default;




(b)  if
      the
      Company shall default in the performance of any of the covenants contained
      in
      Articles VIII or IX hereof and such default shall have continued without cure
      for thirty (30) days after a Default Notice is given to the
      Company;




(c)  if
      the
      Company shall default in the performance of any other material agreement or
      covenant contained in this Agreement and such default shall not have been
      remedied to the satisfaction of the Purchaser within thirty-five (35) days
      after
      a Default Notice shall have been given to the Company;




(d)  if
      the
      Company shall have failed to obtain the waivers of all persons holding
      preemptive or anti-dilution adjustment rights as required by Section 5.4(l)
      hereof and such default shall not have been remedied to the satisfaction of
      the
      Purchaser, within thirty-five (35) days after a Default Notice shall have been
      given to the Company




(e)  if
      any
      representation or warranty made in this Agreement or in or any certificate
      delivered pursuant hereto shall prove to have been incorrect in any material
      respect when made;




(f)  if
      any
      default shall occur under any indenture, mortgage, agreement, instrument or
      commitment (other than a default under any trade payable or the continuation
      of
      default under those agreements set forth on Schedule 3.14) evidencing or
      under which there is at the time outstanding any indebtedness of the Company
      or
      a Subsidiary, in excess of $25,000, or which results in such indebtedness,
      in an
      aggregate amount (with other defaulted indebtedness) in excess of $50,000
      becoming due and payable prior to its due date and if such indenture or
      instrument so requires, the holder or holders thereof (or a trustee on their
      behalf) shall have declared such indebtedness due and payable;




21




(g)  if
      any of
      the Company or its Subsidiaries shall default in the observance or performance
      of any term or provision of an agreement, other than those agreements set forth
      on Schedule 3.14, to which it is a party or by which it is bound, which
      default will have a Material Adverse Effect and such default is not waived
      or
      cured within the applicable grace period provided for in such
      agreement;




(h)  if
      a
      final judgment which, either alone or together with other outstanding final
      judgments against the Company and its Subsidiaries, exceeds an aggregate of
      $100,000 shall be rendered against the Company or any Subsidiary and such
      judgment shall have continued undischarged or unstayed for thirty-five (35)
      days
      after entry thereof;




(i)  if
      the
      Company or any Subsidiary shall make an assignment for the benefit of creditors,
      or shall admit in writing its inability to pay its debts; or if the Company
      or
      any Subsidiary shall suffer a receiver or trustee for it or substantially all
      of
      its assets to be appointed, and, if appointed without its consent, not to be
      discharged or stayed within ninety (90) days; or if the Company or any
      Subsidiary shall suffer proceedings under any law relating to bankruptcy,
      insolvency or the reorganization or relief of debtors to be instituted by or
      against it, and, if contested by it, not to be dismissed or stayed within ninety
      (90) days; or if the Company or any Subsidiary shall suffer any writ of
      attachment or execution or any similar process to be issued or levied against
      it
      or any significant part of its property which is not released, stayed, bonded
      or
      vacated within ninety (90) days after its issue or levy; or if the Company
      or
      any Subsidiary takes corporate action in furtherance of any of the aforesaid
      purposes or conditions; or




9.2  Remedies .




(a)  Upon
      the
      occurrence and continuance of an Event of Default, the Purchaser may at any
      time
      (unless all defaults shall theretofore have been remedied) at its option, by
      written notice or notices to the Company (i) declare the Note to be due and
      payable, whereupon the same shall forthwith mature and become due and payable,
      together with interest accrued thereon, without presentment, demand, protest
      or
      notice, all of which are hereby waived; and (ii) declare any other amounts
      payable to the Purchaser under this Agreement or as contemplated hereby due
      and
      payable.




(b)  Notwithstanding
      anything contained in Section 9.2(a), in the event that at any time after
      the principal of the Note shall so become due and payable and prior to the
      date
      of maturity stated in the Note all arrears of principal of and interest on
      the
      Note (with interest at the rate specified in the Note on any overdue principal
      and, to the extent legally enforceable, on any interest overdue) shall be paid
      by or for the account of the Company, then the Purchaser, by written notice
      or
      notices to the Company, may (but shall not be obligated to) waive such Event
      of
      Default and its consequences and rescind or annul such declaration, but no
      such
      waiver shall extend to or affect any subsequent Event of Default or impair
      any
      right resulting therefrom.




9.3  Enforcement .
      In case
      any one or more Events of Default shall occur and be continuing, the Purchaser
      may proceed to protect and enforce its rights by an action at law, suit in
      equity or other appropriate proceeding, whether for the specific performance
      of
      any agreement contained herein or in the Note or for an injunction against
      a
      violation of any of the terms hereof or thereof, or in aid of the exercise
      of
      any power granted hereby or thereby or by law. In case of a default in the
      payment of any principal of or interest on the Note, the Company will pay to
      the
      Purchaser such further amount as shall be sufficient to cover the cost and
      the
      expenses of collection, including, without limitation, reasonable attorney’s
      fees, expenses and disbursements. No course of dealing and no delay on the
      part
      of the Purchaser in exercising any rights shall operate as a waiver thereof
      or
      otherwise prejudice the Purchaser’s rights. No right conferred hereby or by the
      Note upon the Purchaser shall be exclusive of any other right referred to herein
      or therein or now available at law in equity, by statute or
      otherwise.




22




**ARTICLE
      X**


**[INTENTIONALLY
        OMITTED]**




**ARTICLE
      XI**


**INDEMNIFICATION**




11.1  Indemnification
      by the Company .
      The
      Company agrees to defend, indemnify and hold harmless the Purchaser and shall
      reimburse the Purchaser for, from and against each claim, loss, liability,
      cost
      and expense (including without limitation, interest, penalties, costs of
      preparation and investigation, and the reasonable fees, disbursements and
      expenses of attorneys, accountants and other professional advisors)
      (collectively, “Losses”) directly or indirectly relating to, resulting from or
      arising out of any untrue representation, misrepresentation, breach of warranty
      or non-fulfillment of any covenant, agreement or other obligation by or of
      the
      Company contained herein or in any certificate, document, or instrument
      delivered to the Purchaser pursuant hereto.




11.2  Indemnification
      by the Purchaser .
      The
      Purchaser agrees to defend, indemnify and hold harmless the Company and shall
      reimburse the Company for, from and against all Losses directly or indirectly
      relating to, resulting from or arising out of any untrue representation,
      misrepresentation, breach of warranty or non-fulfillment of any covenant,
      agreement or other obligation of the Purchaser contained herein or in any
      certificate, document or instrument delivered to the Company pursuant
      hereto.




11.3  Procedure .
      The
      indemnified party shall promptly notify the indemnifying party of any claim,
      demand, action or proceeding for which indemnification will be sought under
      Sections 11.1 or 11.2 of this Agreement, and, if such claim, demand, action
      or
      proceeding is a third party claim, demand, action or proceeding, the
      indemnifying party will have the right at its expense to assume the defense
      thereof using counsel reasonably acceptable to the indemnified party. The
      indemnified party shall have the right to participate, at its own expense,
      with
      respect to any such third party claim, demand, action or proceeding. In
      connection with any such third party claim, demand, action or proceeding, the
      Purchaser and the Company shall cooperate with each other and provide each
      other
      with access to relevant books and records in their possession. No such third
      party claim, demand, action or proceeding shall be settled without the prior
      written consent of the indemnified party, which shall not be unreasonably
      withheld. If a firm written offer is made to settle any such third party claim,
      demand, action or proceeding and the indemnifying party proposes to accept
      such
      settlement and the indemnified party refuses to consent to such settlement,
      then: (i) the indemnifying party shall be excused from, and the indemnified
      party shall be solely responsible for, all further defense of such third party
      claim, demand, action or proceeding; and (ii) the maximum liability of the
      indemnifying party relating to such third party claim, demand, action or
      proceeding shall be the amount of the proposed settlement if the amount
      thereafter recovered from the indemnified party on such third party claim,
      demand, action or proceeding is greater than the amount of the proposed
      settlement.




23




**ARTICLE
      XII**


**MISCELLANEOUS**




12.1  Governing
      Law .
      This
      Agreement and the rights of the parties hereunder shall be governed in all
      respects by the laws of the State of New York wherein the terms of this
      Agreement were negotiated.




12.2  Survival .
      Except
      as specifically provided herein, the representations, warranties, covenants
      and
      agreements made herein shall survive the Closing.




12.3  Amendment .
      This
      Agreement may not be amended, discharged or terminated (or any provision hereof
      waived) without the written consent of the Company and the
      Purchaser.




12.4  Successors
      and Assigns .
      Except
      as otherwise expressly provided herein, the provisions hereof shall inure to
      the
      benefit of, and be binding upon and enforceable by and against, the successors,
      assigns, heirs, executors and administrators of the parties hereto. The
      Purchaser may assign its rights hereunder (provided, that the Purchaser may
      not
      so assign any of such rights to any competitor of the Company), and the Company
      may not assign its rights or obligations hereunder without the consent of the
      Purchaser or any of its successors, assigns, heirs, executors and
      administrators.




12.5  Entire
      Agreement .
      This
      Agreement, the Transaction Documents and the other documents delivered pursuant
      hereto and simultaneously herewith constitute the full and entire understanding
      and agreement between the parties with regard to the subject matter hereof
      and
      thereof.




12.6  Notices,
      etc. All
      notices, demands or other communications given hereunder shall be in writing
      and
      shall be sufficiently given if delivered personally, via facsimile, or by a
      nationally recognized courier service marked for next business day delivery
      or
      sent in a sealed envelope by first class mail, postage prepaid and either
      registered or certified, addressed as follows:




(a)  if
      to the
      Company:




Mr.
      Philip Cohen, President/CEO


Medical
      Media Television, Inc.


8406
      Benjamin Road, Suite C


Tampa,
      FL
      33634


Phone:
      (813) 888-7330


Fax:
      (813) 888-7375




24




with
      a
      copy to:




John
      N.
      Giordano, Esq.


Bush
      Ross, P.A.


220
      S.
      Franklin Street


Tampa,
      Florida 33602


Phone:
      (813) 224-9255


Fax:
      (813) 223-9620




(b)  if
      to a
      Purchaser:




Vicis
      Capital Master Fund


Tower
      56,
      Suite 700


126
      E.
      56th Street, 7th Floor


New
      York,
      NY 10022


Phone:
      (212) 909-4600


Fax:
      (212) 909-4601


Attn:
      Shad Stastney




with
      a
      copy to:




Andrew
      D.
      Ketter, Esq.


Quarles
      & Brady LLP


411
      East
      Wisconsin Avenue


Milwaukee,
      Wisconsin 53202


Phone:
      (414) 277-5629


Fax:
      (414) 978-8972




12.7  Delays
      or Omissions .
      No
      delay or omission to exercise any right, power or remedy accruing to the holder
      of the Note upon any breach or default of the Company under this Agreement
      shall
      impair any such right, power or remedy of such holder nor shall it be construed
      to be a waiver of any such breach or default, or an acquiescence, therein,
      or of
      or in any similar breach or default thereafter occurring; nor shall any waiver
      of any single breach or default be deemed a waiver of any other breach or
      default theretofore or thereafter occurring. Any waiver, permit, consent or
      approval of any kind or character on the part of any holder of any breach or
      default under this Agreement, or any waiver on the part of any holder of any
      provisions or conditions of this Agreement must be, made in writing and shall
      be
      effective only to the extent specifically set forth in such writing. All
      remedies, either under this Agreement or by law or otherwise afforded to any
      holder, shall be cumulative and not alternative.




25




12.8  Severability .
      The
      invalidity of any provision or portion of a provision of this Agreement shall
      not affect the validity of any other provision of this Agreement or the
      remaining portion of the applicable provision. It is the desire and intent
      of
      the parties hereto that the provisions of this Agreement shall be enforced
      to
      the fullest extent permissible under the laws and public policies applied in
      each jurisdiction in which enforcement is sought. Accordingly, if any particular
      provision of this Agreement shall be adjudicated to be invalid or unenforceable,
      such provision shall be deemed amended to delete therefrom the portion thus
      adjudicated to be invalid or unenforceable, such deletion to apply only with
      respect to the operation of such provision in the particular jurisdiction in
      which such adjudication is made.




12.9  Expenses .
      Each
      party shall bear its own expenses and legal fees incurred on its behalf with
      respect to the negotiation, execution and consummation of the transactions
      contemplated by this Agreement.




12.10  Consent
      to Jurisdiction; Waiver of Jury Trial . EACH
      OF
      THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS
      TO
      THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED THE STATE
      AND
      COUNTY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
      RELATING TO THIS AGREEMENT AND THE TRANSACTION DOCUMENTS. EACH OF THE PARTIES
      TO
      THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
      ANY
      OBJECTION WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE
      OF ANY SUCH PROCEEDING BROUGHT IN ANY SUCH COURTS AND ANY CLAIM THAT ANY SUCH
      PROCEEDING BROUGHT IN ANY SUCH COURTS HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
      EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
      BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY SUCH LEGAL PROCEEDING. EACH OF THE
      PARTIES TO THIS AGREEMENT HEREBY CONSENTS TO SERVICE OF PROCESS BY NOTICE IN
      THE
      MANNER SPECIFIED IN SECTION 12.6 AND IRREVOCABLY WAIVES, TO THE FULLEST
      EXTENT PERMITTED BY LAW, ANY OBJECTION SUCH PARTY MAY NOW OR HEREAFTER HAVE
      TO
      SERVICE OF PROCESS IN SUCH MANNER.




12.11  Titles
      and Subtitles .
      The
      titles of the articles, sections and subsections of this Agreement are for
      convenience of reference only and are not to be considered in construing this
      Agreement.




12.12  Counterparts .
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one
      instrument.




26




12.13  Disclosure
      Schedules. The
      representations and warranties of the Company set forth in this Agreement are
      made and given subject to disclosures contained in (a) the schedules
      attached to this agreement (collectively, the “Disclosure Schedules”), and
      (b) where specifically referenced by the particular representation or
      warranty, the SEC Documents. The Company will not be, nor will it be deemed
      to
      be, in any breach of any such representations or warranties in connection with
      any such matter so disclosed in the Disclosure Schedules or in the SEC
      Documents, provided that such representation or warranty made specific reference
      to the SEC Documents. Where only brief particulars of a matter are set out
      or
      referred to in the Disclosure Schedules, or a reference is made only to a
      particular part of a disclosed document, full particulars of the matter and
      the
      full contents of the document are deemed to be disclosed. Inclusion of
      information in the Disclosure Schedules will not be construed as an admission
      that such information is material to the business, operations or condition
      (financial or otherwise) of the Company, taken as a whole, or as an admission
      of
      liability or obligation of the Company to any third party. The specific
      disclosures set forth in the Disclosure Schedules have been organized to
      correspond to section references in this Agreement to which the disclosure
      may
      be most likely to relate, together with appropriate cross references when
      disclosure is applicable to other sections of this Agreement; provided, however,
      that any disclosure in the Disclosure Schedules will apply to and will be deemed
      to be disclosed for the purposes of this Agreement generally. In the event
      that
      there is any inconsistency between this Agreement and matters disclosed in
      the
      Disclosure Schedules, information contained in the Disclosure Schedules will
      prevail and will be deemed to be the relevant disclosure.




27


IN
      WITNESS WHEREOF, the parties hereto have duly executed this Securities Exchange
      Agreement, as of the day and year first above written.




**COMPANY:**
              
              MEDICAL
                MEDIA TELEVISION, INC./s/ Philip M. CohenPhilip
              M. CohenPresident and Chief Executive
              Officer




**SUBSIDIARIES:**
                
                PETCARE
                  TELEVISION NETWORK, INC.,/s/ Philip M. CohenPhilip
                M. CohenPresident and Chief Executive
                Officer
  KIDCARE MEDICAL TELEVISION NETWORK,
                  INC.,/s/ Philip M. CohenPhilip
                  M. CohenPresident and Chief Executive
                  Officer
 AFRICAN AMERICAN MEDICAL NETWORK,
                    INC./s/ Philip M. CohenPhilip
                    M. CohenPresident and Chief Executive
                    Officer
 **PURCHASER:**
                      
                      VICIS
                        CAPITAL MASTER FUND
                      By:
                        Vicis Capital LLC/s/ Keith HughesKeith
                      Hughes,Chief Financial
                      Officer








28





**EXHIBIT
      A**





**FORM
      OF NOTE**








**SCHEDULE
      3.2**





THE
      COMPANY HAS PLEDGED THE STOCK OF ITS SUBSIDIARIES, PETCARE TELEVISION NETWORK,
      INC., AFRICAN AMERICAN MEDICAL NETWORK, INC. AND KIDCARE MEDICAL TELEVISION
      NETWORK, INC. TO VICIS CAPITAL MASTER FUND PURSUANT TO THAT CERTAIN NOTE
      PURCHASE AGREEMENT DATED AUGUST 11, 2006 AND THE ACCOMPANYING PROMISSORY NOTE
      IN
      THE AMOUNT OF $1,302,000.







**SCHEDULE
      3.4(** **b)**





NONE.







**SCHEDULE
      3(** **b)(ii)**





**WARRANT
                DATE**
            
            **WARRANT
                DESCRIPTION**
            
            **WARRANT
                HOLDER**
            
            **NUMBER
                OF WARRANTS**5/17/04
            
            Common
                Stock Purchase Warrant-W-HCW-04-01
            
            H.C.
                Wainwright & Co., Inc.
            
            7,3965/17/04
            
            Common
                Stock Purchase Warrant-W-HCW-04-02
            
            Apogee
                Business Consultants, LLC
            
            3,5565/17/04
            
            Common
                Stock Purchase Warrant-W-HCW-04-03
            
            John
                R. Clarke
            
            3,0675/17/04
            
            Common
                Stock Purchase Warrant-W-HCW-04-04
            
            Scott
                F. Koch
            
            3,0675/17/04
            
            Common
                Stock Purchase Warrant-W-HCW-04-05
            
            Ari
                J. Fuchs
            
            3475/17/04
            
            Common
                Stock Purchase Warrant-W-HCW-04-06
            
            Richard
                Kreger
            
            34717,7807/28/04
            
            Common
                Stock Purchase Warrant
            
            TotalCFO,
                LLC
            
            10,0003/16/05
            
            Common
                Stock Purchase Warrant
            
            MidTown
                Partners & Co., LLC
            
            1,6675/6/05
            
            Series
                D Common Stock Warrant-05-0605-D-MP
            
            MidTown
                Partners & Co., LLC
            
            20,0007/19/05
            
            Series
                BB Common Stock Warant-05-0719AM
            
            MidTown
                Partners & Co., LLC
            
            50,00071,667**TOTAL
                WARRANTS**
            
            99,447












**SCHEDULE
      3.13**





THE
      COMPANY RECEIVED A COMMENT LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION,
      DIVISION OF CORPORATION FINANCE, DATED AUGUST 25, 2006 REGARDING THE COMPANY’S
      ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2005 AND ITS
      REPORTS ON FORM 10-QSB FOR THE QUARTERS ENDED MARCH 31, JUNE 30, AND SEPTEMBER
      30, 2006 FILED WITH THE SEC ON MAY 15, AUGUST 21, AND NOVEMBER 20, 2006 (THE
      “COMMENT LETTER”). ON MAY 31, 2007, THE COMPANY RECEIVED A LETTER FROM THE SEC
      INDICATING THEY HAD COMPLETED A REVIEW OF THE FORM 10KSB FOR YEAR ENDED DECEMBER
      31, 2006 AT THEY HAVE NO FURTHER COMMENTS AT THIS TIME.







**SCHEDULE
      3.14**





SEE
      SCHEDULE 3.4(B).







**SCHEDULE
      3.15**





THE
      COMPANY DID NOT FILE ITS FORM 8-K REFLECTING THE LOAN TRANSACATION OF FEBRUARY
      1, 2007 FOR $250,000 WITH VICIS CAPITAL MASTER FUND.





SEE
      SCHEDULE 3.13.







**SCHEDULE
      3.21**





VICIS
      CAPITAL MASTER FUND HAS A LIEN IN ALL OF THE ASSETS OF THE COMPANY AND ITS
      SUBSIDIARIES, PETCARE TELEVISION NETWORK, INC., AFRICAN AMERICAN MEDICAL
      NETWORK, INC. AND KIDCARE MEDICAL TELEVISION NETWORK, INC.








**SCHEDULE
      3.22**





**INTELLECTUAL
      PROPERTY RIGHTS**





NOTICE
      OF
      PUBLICATION WAS RECEIVED INDICATING THAT THE LOGO (SUBJECT MARK) OF AFRICAN
      AMERICAN MEDICAL NETWORK, INC. HAS BEEN APPROVED BY THE UNITED STATES PATENT
      AND
      TRADEMARK OFFICE. SERIAL NUMBER: 78/473792; FILING DATE: 08/26/04; INTERNATIONAL
      CLASSES 009 AND 042.





THE
      COMPANY HAS PLEDGED ITS INTELLECTUAL PROPERTY TO VICIS CAPITAL MASTER FUND
      TO
      SECURE THE COMPANY’S PERFORMANCE UNDER THAT CERTAIN NOTE PURCHASE AGREEMENT
      DATED AUGUST 11, 2006.