Exh. 10.4-Note Purchase Agreement with Ross dated February 15, 2006

THIS NOTE  PURCHASE  AGREEMENT IS BEING ISSUED TO GILBERT B. ROSS AS A CARVE OUT
FROM THE NOTE PURCHASE  AGREEMENT  BETWEEN  MEDICAL MEDIA  TELEVISION,  INC. AND
CAPITALSMART,  LLC ("CAPITALSMART  NOTE PURCHASE  AGREEMENT") DATED FEBRUARY 14,
2006.  PER AN  AGREEMENT  BETWEEN  THE  PRINCIPALS  OF  CAPITALSMART,  LLC,  THE
CAPITALSMART NOTE PURCHASE  AGREEMENT WAS CANCELLED AND INDIVIDUAL NOTE PURCHASE
AGREEMENTS  WERE ISSUED IN LIEU  THEREOF,  EACH IN THE NAME OF A  PRINCIPAL  (OR
ENTITY CONTROLLED BY A PRINCIPAL) OF CAPITALSMART.


                             NOTE PURCHASE AGREEMENT

         This NOTE PURCHASE AGREEMENT (this  "Agreement"),  dated as of February
15, 2006, is entered into by and among Medical Media Television, Inc., a Florida
corporation  (the  "Company"),  and Gilbert B. Ross, a California  resident (the
"Purchaser"), for the issuance and sale to the Purchaser of the Note (as defined
below)  of the  Company,  in the  manner,  and upon the  terms,  provisions  and
conditions set forth in this Agreement.

         WHEREAS,  the parties  desire  that,  upon the terms and subject to the
conditions  contained herein,  the Company shall issue and sell to the Purchaser
and the Purchaser shall purchase the Note;

         WHEREAS,  such  issuance  and sale  will be made in  reliance  upon the
provisions of Section 4(2) and/or Rule 506 of Regulation D  ("Regulation  D") of
the  United  States  Securities  Act  of  1933,  as  amended,   and  regulations
promulgated thereunder (the "Securities Act"), or upon such other exemption from
the  registration  requirements  of the  Securities Act as may be available with
respect to the purchase of the Note to be made hereunder.

         NOW, THEREFORE, in consideration of the representations, warranties and
agreements  contained  herein and other  good and  valuable  consideration,  the
receipt and legal adequacy of which is hereby  acknowledged by the parties,  the
Company and the Purchaser hereby agree as follows:

         1.       Purchase and Sale of Note.

                  (a) Terms of Note: Upon the following terms and subject to the
conditions  contained herein, the Company shall issue and sell to the Purchaser,
and the Purchaser shall purchase from the Company, a convertible promissory note
in the  aggregate  principal  amount of $200,000  (the  "Purchase  Price")  made
through  installments,  in  substantially  the form attached hereto as Exhibit A
(the "Note").

         The  outstanding  principal  amount of the Note,  plus any  accrued but
unpaid interest  thereon,  shall be due and payable in cash on the Maturity Date
(as defined in the Note);  provided,  however, the Purchaser shall have the sole
option to convert on the Maturity Date the outstanding  principal  amount of the
Note plus any accrued but unpaid  interest  into such number of shares of Common
Stock of the  Company,  par value $.0005 per share (the  "Common  Stock"),  at a
Conversion  Price equal to a twenty percent (20%)  discount to the  then-current
market  price  based on the  average  closing  price  for the  twenty  (20) days
immediately preceding the conversion, but in no event shall the Conversion Price
be less than $0.166.  The Note shall not be convertible  until the Maturity Date
and shall not be  convertible  such that the  Investor's  overall  Common  Stock
ownership   position  in  the  Company   exceeds  4.99%  (the   "Ownership   Cap
Restriction"); provided, however, that upon the holder of the Note providing the
Company with  sixty-one  (61) days notice (the "Waiver  Notice") that the holder
would like to waive the  Ownership  Cap  Restriction  with  regard to any or all
shares of Common Stock issuable upon exercise of the  conversion  feature of the
Note, this Ownership Cap  Restriction  will be of no force or effect with regard
to all or a portion of the Note  referenced in the Waiver  Notice,  and provided
further that this  Ownership  Cap  Restriction  shall be of no further  force or
effect during the sixty-one  (61) days  immediately  preceding the expiration of
the term of the Note.
<PAGE>

          The Note shall bear  interest  at a rate of twenty  percent  (20%) per
annum.  Interest  shall  accrue but will not become  due and  payable  until the
Maturity Date.

         With the consent of both the Company and the Investor,  the Note may be
extended for an  additional  twelve (12) months,  with the terms of the interest
payments  remaining  the same as above.  The  Company  has the option to pay the
principal amount of this Note plus accrued but unpaid interest in a cash payment
at any time prior to the Maturity Date.

                  (b) Issuance of Warrants:  The Investor will be issued 500,000
warrants to purchase Common Stock of the Company (the "Warrants").  The Warrants
shall have a term of five (5) years and shall have an  exercise  price  equal to
$0.75 per share (the  "Exercise  Price").  The Warrants shall not be exercisable
such that the Investor's  overall Common Stock ownership position in the Company
exceeds 4.99%.

                  (c) In  consideration  of and in  express  reliance  upon  the
representations,  warranties, covenants, terms and conditions of this Agreement,
the Company  agrees to issue and sell to the Purchaser and the Purchaser  agrees
to purchase the Note.  The closing under this Agreement  (the  "Closing")  shall
take place at the offices of Medical Media Television, Inc., 8406 Benjamin Road,
Suite C, Tampa,  Florida 33634 upon the  satisfaction  of each of the conditions
set forth in Sections 4 and 5 hereof (the "Closing Date").

                  (d)  The   Investor  is  aware  that  the   Company   filed  a
Registration  Statement  on Form SB-2 which was  approved  by the  Securities  &
Exchange  Commission  on March 1, 2006 and that a total of  2,500,000  shares of
Common Stock were  reserved and  registered  for the  conversion of the original
CapitalSmart   Convertible   Promissory  Note  for   $1,000,000.   The  Investor
acknowledges  and  understands  that 500,000  shares of Common Stock  previously
registered has been allocated toward the conversion of this Note (the "Allocated
Shares") and that any shares of Common  Stock  issued to the  Investor  upon the
conversion  of this Note in excess of the  Allocated  Shares shall have standard
piggyback registration rights.

         2.  Representations,  Warranties  and Covenants of the  Purchaser.  The
Purchaser  hereby makes the  following  representations  and  warranties  to the
Company, and covenants for the benefit of the Company:

                  (a)  If  the  Purchaser  is  an  entity,  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.

                  (b) 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.


                                       -2-
<PAGE>

                  (c) 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 any of the Securities
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 any of the  Securities.  The Purchaser,  in making the decision to
purchase the Securities,  has relied upon independent  investigation  made by it
and has not relied on any information or representations made by third parties.

                  (d) The Purchaser  understands  that the  Securities are 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.

                  (e) The Purchaser is an "accredited investor" as defined under
Rule 501 of Regulation D promulgated under the Securities Act.

                  (f) The Purchaser is and will be acquiring the  Securities 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.

                  (g) The offer and sale of the  Securities  is  intended  to 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 Securities purchased hereunder have not been, and
may  never  be,  registered  under  the  Securities  Act  and  that  none of the
Securities can be sold or transferred unless they are 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  Securities  may be  sold or
transferred  only in compliance with such exemption and all applicable state and
other securities laws).

         3.  Representations,  Warranties  and  Covenants  of the  Company.  The
Company represents and warrants to the Purchaser,  and covenants for the benefit
of the Purchaser, as follows:

                  (a) The Company has been duly  incorporated,  validly  exists,
and is in good  standing  under  the laws of the  State of  Florida,  with  full
corporate  power and authority to own,  lease and operate its  properties and to
conduct  its  business  as  currently  conducted,  and is  duly  registered  and
qualified to conduct its business and is in good  standing in each  jurisdiction
or place  where the nature of its  properties  or the  conduct  of its  business
requires  such  registration  or  qualification,  except  where the  failure  to
register or qualify would not have a Material  Adverse  Effect.  For purposes of
this Agreement, "Material Adverse Effect" shall mean any effect on the business,
results of operations,  prospects,  assets or financial condition of the Company
that is material and adverse to the Company and its  subsidiaries and affiliates
and/or  any  condition,  circumstance,  or  situation  that  would  prohibit  or
otherwise  materially  interfere  with the ability of the Company from  entering
into and performing any of its  obligations  under this Agreement or the Note in
any material respect.

                  (b)  The  Note  has  been  duly  authorized  by all  necessary
corporate  action  and,  when paid for or issued  in  accordance  with the terms
hereof, the Note shall be validly issued and outstanding,  free and clear of all
liens,  encumbrances  and  rights of refusal  of any kind.  When the  Conversion
Shares are issued and paid for in  accordance  with the terms of this  Agreement
and as set  forth  in the  Note,  such  shares  will be duly  authorized  by all
necessary  corporate action and validly issued and  outstanding,  fully paid and
nonassessable,  free and clear of all liens,  encumbrances and rights of refusal
of any kind and the holders shall be entitled to all rights accorded to a holder
of Common Stock.


                                       -3-
<PAGE>

                  (c) The Note and this Agreement (the "Transaction  Documents")
have been duly  authorized,  validly  executed  and  delivered  on behalf of the
Company  and is a valid and  binding  agreement  and  obligation  of the Company
enforceable  against  the  Company  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
Company has full power and  authority  to execute  and  deliver the  Transaction
Documents  and the other  agreements  and documents  contemplated  hereby and to
perform its obligations hereunder and thereunder.

                  (d) The  execution and delivery of the  Transaction  Documents
and the consummation of the  transactions  contemplated by this Agreement by the
Company,  will not (i) conflict with or result in a breach of or a default under
any  of  the  terms  or  provisions   of,  (A)  the  Company's   certificate  of
incorporation  or by-laws,  or (B) of any material  provision of any  indenture,
mortgage,  deed of trust or other material  agreement or instrument to which the
Company is a party or by which it or any of its material properties or assets is
bound, (ii) result in a violation of any material provision of any law, statute,
rule,  regulation,  or any existing applicable decree,  judgment or order by any
court,  Federal  or  state  regulatory  body,  administrative  agency,  or other
governmental body having  jurisdiction over the Company,  or any of its material
properties  or  assets or (iii)  result in the  creation  or  imposition  of any
material lien, charge or encumbrance upon any material property or assets of the
Company or any of its  subsidiaries  pursuant to the terms of any  agreement  or
instrument  to which any of them is a party or by which any of them may be bound
or to which any of their  property or any of them is subject  except in the case
of clauses (i)(B) or (iii) for any such conflicts,  breaches, or defaults or any
liens, charges, or encumbrances which would not have a Material Adverse Effect.

                  (e) The sale and issuance of the Securities in accordance with
the terms of and in reliance on the accuracy of the Purchaser's  representations
and warranties set forth in this Agreement will be exempt from the  registration
requirements of the Securities Act.

                  (f) No consent,  approval or  authorization of or designation,
declaration or filing with any governmental authority on the part of the Company
is  required  in  connection  with the  valid  execution  and  delivery  of this
Agreement or the offer,  sale or issuance of the Securities or the  consummation
of any other transaction contemplated by this Agreement.

                  (g)  There  is  no  action,  suit,  claim,   investigation  or
proceeding  pending or, to the knowledge of the Company,  threatened against the
Company  which  questions  the  validity  of the  Transaction  Documents  or the
transactions  contemplated  thereby or any action taken or to be taken  pursuant
thereto.  There is no action,  suit, claim,  investigation or proceeding pending
or, to the  knowledge  of the  Company,  threatened,  against or  involving  the
Company  or any  subsidiary,  or any of their  respective  properties  or assets
which,  if adversely  determined,  is reasonably  likely to result in a Material
Adverse Effect.

                  (h)  The  Company  has  complied  and  will  comply  with  all
applicable  federal  and state  securities  laws in  connection  with the offer,
issuance and sale of the Note  hereunder.  Neither the Company nor anyone acting
on its  behalf,  directly  or  indirectly,  has or will  sell,  offer to sell or
solicit offers to buy the Note, or similar securities to, or solicit offers with
respect   thereto  from,  or  enter  into  any  preliminary   conversations   or
negotiations  relating  thereto with, any person,  or has taken or will take any
action so as to bring the issuance  and sale of the Note under the  registration
provisions  of the  Securities  Act and any other  applicable  federal and state
securities laws.  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 Note.


                                       -4-
<PAGE>

                  (i) To the Company's  knowledge,  neither this Agreement,  nor
the Schedules  hereto contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the  statements  made herein or
therein,  in the light of the circumstances under which they were made herein or
therein, not misleading.

                  (j) The authorized capital stock of the Company and the shares
thereof issued and  outstanding as of January 20, 2006 are set forth on Schedule
3(j) attached  hereto.  All of the  outstanding  shares of the Common Stock have
been duly and validly authorized, and are fully paid and non-assessable.  Except
as set forth in this  Agreement or on Schedule 3(j) attached  hereto,  as of the
date hereof, no shares of the Common Stock are entitled to preemptive rights and
there are no registration rights or outstanding options, warrants, scrip, rights
to subscribe to, call or commitments of any character whatsoever relating to, or
securities  or rights  convertible  into,  any  shares of  capital  stock of the
Company.  As of the date hereof,  except for as set forth on Schedule  3(j), the
Company  is not a party to any  agreement  granting  registration  rights to any
person with respect to any of its equity or debt securities.  The Company is not
a party to, and its  executive  officers  have no  knowledge  of, any  agreement
restricting  the voting or transfer  of any shares of the  capital  stock of the
Company.  The  offer  and sale of all  capital  stock,  convertible  securities,
rights, warrants, or options of the Company issued prior to the Closing complied
with all applicable  federal and state  securities laws, or no stockholder has a
right of rescission or damages with respect  thereto which is reasonably  likely
to have a Material  Adverse Effect.  The Company has furnished or made available
to the  Purchaser  true and  correct  copies  of the  Company's  Certificate  of
Incorporation  as in  effect on the date  hereof  (the  "Certificate"),  and the
Company's Bylaws as in effect on the date hereof (the "Bylaws").

                  (k) So long as the Note remains outstanding, the Company shall
take all action necessary to at all times have authorized,  and reserved for the
purpose of issuance, a sufficient number of shares of Common Stock to effect the
conversion of the Note.

                  (l)  The  Company  has  complied  and  will  comply  with  all
applicable  federal  and state  securities  laws in  connection  with the offer,
issuance and sale of the Note and the Conversion Shares  hereunder.  Neither the
Company nor anyone  acting on its behalf,  directly or  indirectly,  has or will
sell,  offer to sell or solicit offers to buy any of the Securities,  or similar
securities  to, or solicit  offers with respect  thereto from, or enter into any
preliminary  conversations or negotiations relating thereto with, any person, or
has taken or will take any action so as to bring the issuance and sale of any of
the  Securities  under the  registration  provisions of the  Securities  Act and
applicable state securities laws. 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 any of the
Securities.

         4.  Conditions  Precedent to the  Obligation of the Company to Sell the
Note. The obligation  hereunder of the Company to issue and sell the Note to the
Purchaser  is subject to the  satisfaction  or waiver,  at or before the Closing
Date, of each of the  conditions set forth below.  These  conditions are for the
Company's  sole benefit and may be waived by the Company at any time in its sole
discretion.

                  (a) The  Purchaser  shall have  executed  and  delivered  this
Agreement.


                                       -5-
<PAGE>

                  (b) The Purchaser shall have performed, satisfied and complied
in all material respects with all covenants,  agreements and conditions required
to be performed,  satisfied or complied with by the Purchaser at or prior to the
Closing Date.

                  (c) The  representations and warranties of the Purchaser shall
be true and correct in all material  respects as of the date when made and as of
the Closing  Date as though made at that time,  except for  representations  and
warranties that are expressly made as of a particular  date, which shall be true
and correct in all material respects as of such date.

                  (d) At the Closing Date, the Purchaser shall have delivered to
the Company immediately available funds as payment in full of the Purchase Price
for the Note.

         5. Conditions  Precedent to the Obligation of the Purchaser to Purchase
the Note. The  obligation  hereunder of the Purchaser to acquire and pay for the
Note is subject to the satisfaction or waiver, at or before the Closing Date, of
each of the conditions set forth below. These conditions are for the Purchaser's
sole  benefit  and may be  waived  by the  Purchaser  at any  time  in its  sole
discretion.

                  (a) The Company  shall have  executed and  delivered the Note,
this Agreement and any other Transaction Document.

                  (b) The Company shall have  performed,  satisfied and complied
in all material respects with all covenants,  agreements and conditions required
by the Transaction Documents to be performed,  satisfied or complied with by the
Company at or prior to the Closing Date.

                  (c) Each of the  representations and warranties of the Company
shall be true and correct in all material  respects as of the date when made and
as of the Closing Date as though made at that time  (except for  representations
and  warranties  that speak as of a  particular  date),  which shall be true and
correct in all material respects as of such date.

                  (d) No statute, regulation, executive order, decree, ruling or
injunction  shall have been  enacted,  entered,  promulgated  or endorsed by any
court or governmental  authority of competent  jurisdiction  which prohibits the
consummation  of any of the  transactions  contemplated  by this Agreement at or
prior to the Closing Date.

                  (e) As of the  Closing  Date,  no action,  suit or  proceeding
before or by any court or  governmental  agency or body,  domestic  or  foreign,
shall be pending  against or affecting  the Company,  or any of its  properties,
which  questions the validity of the  Agreement,  the Note, or the  transactions
contemplated  thereby or any action taken or to be take pursuant thereto.  As of
the Closing Date, no action, suit, claim or proceeding before or by any court or
governmental  agency or body,  domestic or foreign,  shall be pending against or
affecting the Company, or any of its properties, which, if adversely determined,
is reasonably likely to result in a Material Adverse Effect.

                  (f) No  Material  Adverse  Effect  shall have  occurred  at or
before the Closing Date.

                  (g) The Company  shall have  delivered  on the Closing Date to
the Purchaser a secretary's certificate, dated as of the Closing Date, as to (i)
the  resolutions  of the  board of  directors  of the  Company  authorizing  the
transactions  contemplated by this Agreement,  (ii) the  Certificate,  (iii) the
Bylaws, each as in effect at the Closing,  and (iv) the authority and incumbency
of the officers of the Company executing this Agreement and the Note.


                                       -6-
<PAGE>

                  (h) The  Purchaser  shall  have  received  a legal  opinion in
substantially the form annexed hereto as Exhibit B as of the Closing Date.

         6. Legend. Each Note and certificate representing the Conversion Shares
shall be stamped  or  otherwise  imprinted  with a legend  substantially  in the
following  form  (in  addition  to  any  legend  required  by  applicable  state
securities or "blue sky" laws):

                  "THE   SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE   (THE
                  "SECURITIES")  HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES
                  ACT OF 1933,  AS AMENDED (THE  "SECURITIES  ACT") OR ANY STATE
                  SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE
                  DISPOSED OF UNLESS  REGISTERED  UNDER THE  SECURITIES  ACT AND
                  UNDER  APPLICABLE  STATE  SECURITIES  LAWS  OR  MEDICAL  MEDIA
                  TELEVISION,  INC.  SHALL HAVE  RECEIVED  AN OPINION OF COUNSEL
                  THAT  REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT
                  AND UNDER THE PROVISIONS OF APPLICABLE  STATE  SECURITIES LAWS
                  IS NOT REQUIRED."

The  Company  agrees  to  reissue  the Note and  certificates  representing  the
Conversion Shares,  without the legend set forth above if at such time, prior to
making any  transfer  of any such  Securities,  such holder  thereof  shall give
written  notice to the Company  describing the manner and terms of such transfer
and removal as the Company may reasonably  request.  Such proposed transfer will
not be effected until:  (a) the Company has notified such holder that either (i)
in the opinion of its counsel, the registration of the Note or Conversion Shares
under the  Securities  Act is not  required  in  connection  with such  proposed
transfer;  or (ii) a  registration  statement  under the Securities Act covering
such proposed  disposition has been filed by the Company with the Securities and
Exchange  Commission and has become  effective under the Securities Act; and (b)
the Company has  notified  such  holder that  either:  (i) in the opinion of its
counsel,  the registration or  qualification  under the securities or "blue sky"
laws of any state is not required in connection with such proposed  disposition,
or (ii) compliance with applicable  state securities or "blue sky" laws has been
effected.  The Company  will use its best  efforts to respond to any such notice
from a holder within five (5) days. In the case of any proposed  transfer  under
this Section 6, the Company will use reasonable  efforts to comply with any such
applicable  state  securities  or  "blue  sky"  laws,  but  shall in no event be
required, in connection therewith,  to qualify to do business in any state where
it is not then  qualified or to take any action that would  subject it to tax or
to the general service of process in any state where it is not then subject. The
restrictions  on transfer  contained  in this Section 6 shall be in addition to,
and not by way of limitation of, any other restrictions on transfer contained in
any other section of this Agreement.

         7. Fees and Expenses. Each party shall pay its own fees and expenses of
its advisors,  counsel,  accountants  and other  experts,  if any, and all other
expenses,  incurred  by such party  incident  to the  negotiation,  preparation,
execution, delivery and performance of this Agreement.

         8. Indemnification.

                  (a) The Company  hereby  agrees to indemnify and hold harmless
the Purchaser and its officers, directors,  shareholders,  employees, agents and
attorneys  against  any  and  all  losses,  claims,  damages,   liabilities  and
reasonable  expenses  (collectively  "Claims")  incurred  by each such person in
connection  with  defending or  investigating  any such  Claims,  whether or not
resulting in any liability to such person,  to which any such indemnified  party
may become  subject,  insofar as such Claims  arise out of or are based upon any
breach of any  representation  or warranty or  agreement  made by the Company in
this Agreement.


                                       -7-
<PAGE>

                  (b) The Purchaser hereby agrees to indemnify and hold harmless
the Company and its officers,  directors,  shareholders,  employees,  agents and
attorneys against any and all losses, claims, damages,  liabilities and expenses
incurred by each such person in connection with defending or  investigating  any
such claims or  liabilities,  whether or not  resulting in any liability to such
person,  to which  any such  indemnified  party  may  become  subject  under the
Securities Act, or under any other statute, at common law or otherwise,  insofar
as such  Claims  arise  out of or are based  upon (i) any  untrue  statement  or
alleged  untrue  statement of a material  fact made by the  Purchaser,  (ii) any
omission or alleged omission of a material fact with respect to the Purchaser or
(iii) any  breach  of any  representation,  warranty  or  agreement  made by the
Purchaser in this Agreement.

         9.  Governing Law;  Consent to  Jurisdiction.  This Agreement  shall be
governed by and  interpreted in accordance with the laws of the State of Florida
without giving effect to the rules  governing the conflicts of laws. Each of the
parties  consents to the  exclusive  jurisdiction  of the Federal  courts  whose
districts  encompass any part of the County of Hillsborough  located in the City
of Tampa in connection  with any dispute arising under this Agreement and hereby
waives,  to the maximum extent  permitted by law, any  objection,  including any
objection based on forum non conveniens,  to the bringing of any such proceeding
in such  jurisdictions.  Each party  waives  its right to a trial by jury.  Each
party to this  Agreement  irrevocably  consents to the service of process in any
such  proceeding  by the mailing of copies  thereof by  registered  or certified
mail,  postage prepaid,  to such party at its address set forth herein.  Nothing
herein shall affect the right of any party to serve  process in any other manner
permitted by law.

         10.  Notices.  All notices  and other  communications  provided  for or
permitted hereunder shall be made in writing by hand delivery, express overnight
courier,  registered  first class mail, or telecopier  (provided that any notice
sent by  telecopier  shall be confirmed by other means  pursuant to this Section
10),  initially to the address set forth  below,  and  thereafter  at such other
address,  notice of which is given in  accordance  with the  provisions  of this
Section.

                  (a) if to the Company:

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

                      with a copy to:

                      Bush Ross Gardner Warren & Rudy, P.A.
                      220 S. Franklin St.
                      Tampa, FL  33601
                      Attn:  John N. Giordano
                      Tel. No.:  (813) 224-9255
                      Fax No.:  (813) 223-9620


                                       -8-
<PAGE>

                  (b) if to the Purchaser:

                      Gilbert B. Ross
                      17640 Vincennes St.
                      Northridge, California  91325
                      Tel. No.:  (818) 993-7480
                      Fax No.:  (818) 349-7918

All such  notices  and  communications  shall be deemed to have been duly given:
when delivered by hand, if personally  delivered;  when receipt is acknowledged,
if telecopied; or when actually received or refused if sent by other means.

         11.  Assignment.  Neither  party may assign,  sell,  or transfer to any
third  person  the  rights of such  party  hereunder;  provided,  however,  that
Purchaser  may  assign  his  rights  hereunder  to an  entity  wholly  owned and
controlled by Purchaser.

         12.  Entire  Agreement.   This  Agreement,   the  Note  and  any  other
Transaction  Document  constitute the entire  understanding and agreement of the
parties  with  respect to the subject  matter  hereof and  supersedes  all prior
and/or  contemporaneous oral or written proposals or agreements relating thereto
all of which  are  merged  herein.  This  Agreement  may not be  amended  or any
provision  hereof  waived in whole or in part,  except  by a  written  amendment
signed by both of the parties.

         13. Counterparts. This Agreement may be executed by facsimile signature
and in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                  [End of page]


                                       -9-
<PAGE>

         IN WITNESS  WHEREOF,  the Company and Payee have executed and delivered
this Note  Purchase  Agreement as of July 26, 2006 with an effective  date as of
the date first written above.


                                 MEDICAL MEDIA TELEVISION, INC.



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


                                 PURCHASER:


                                 /s/ Gilbert B. Ross
                                 -----------------------------------------------
                                      Gilbert B. Ross



                                      -10-
<PAGE>


                                    EXHIBIT A
                                    ---------
                                  FORM OF NOTE












                                      -11-
<PAGE>

                                    EXHIBIT B
                                    ---------
                                 FORM OF OPINION

         1. The Company is a corporation duly incorporated, validly existing and
in good  standing  under the laws of the State of Florida and has the  requisite
corporate  power to own,  lease and operate its  properties  and assets,  and to
carry on its business as presently conducted. The Company is duly qualified as a
foreign corporation to do business and is in good standing in every jurisdiction
in which the failure to so qualify would have a Material Adverse Effect.

         2. The Company has the requisite corporate power and authority to enter
into and perform its obligations  under the  Transaction  Documents and to issue
the  Securities.  The execution,  delivery and  performance  of the  Transaction
Documents  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated  thereby  have been duly and validly  authorized  by all  necessary
corporate  action and no further consent or  authorization of the Company or its
Board of  Directors  is  required.  The  Transaction  Documents  have  been duly
executed  and  delivered,  and the Note  has  been  duly  executed,  issued  and
delivered  by the Company and each  Transaction  Document  constitutes  a legal,
valid and binding obligation of the Company  enforceable  against the Company in
accordance with its respective  terms. The Conversion  Shares are not subject to
any preemptive rights under the Certificate of Incorporation or the Bylaws.

         3. The Note  has been  duly  authorized  and,  when  delivered  against
payment in full as provided in the Purchase  Agreement,  will be validly issued.
The Conversion Shares have been duly authorized for issuance, and when delivered
upon  conversion  or against  payment in full as provided  in the Note,  will be
validly issued, fully paid and nonassessable.

         4. The execution,  delivery and  performance of and compliance with the
terms of the Transaction Documents and the issuance of the Securities do not (a)
violate any provision of the Certificate of Incorporation or Bylaws,  (b) to our
knowledge,  after due inquiry,  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,  mortgage,  deed of trust,  indenture,
note,  bond,  license,  lease  agreement,  instrument or obligation to which the
Company  is a party and which is known to us,  (c) to our  knowledge,  after due
inquiry,  create or impose a lien,  charge or encumbrance on any property of the
Company under any agreement or any  commitment  known to us to which the Company
is a party or by which the  Company  is bound or by which any of its  respective
properties  or assets are bound,  or (d) result in a violation  of any  Federal,
state, local or foreign statute, rule, regulation,  order, judgment,  injunction
or  decree  (including  Federal  and  state  securities  laws  and  regulations)
applicable  to the  Company or by which any  property or asset of the Company is
bound or  affected,  except,  in all cases  other than  violations  pursuant  to
clauses  (a)  and  (d)  above,  for  such  conflicts,   default,   terminations,
amendments,   acceleration,   cancellations   and   violations   as  would  not,
individually or in the aggregate, have a Material Adverse Effect.

         5. No consent, approval or authorization of or designation, declaration
or filing with any governmental authority on the part of the Company is required
under  Federal,  state or local law, rule or  regulation in connection  with the
valid execution,  delivery and performance of the Transaction Documents,  or the
offer, sale or issuance of the Note or the Conversion Shares.


                                      -12-
<PAGE>

         6. To our knowledge,  there is no action, suit, claim, investigation or
proceeding  pending or  threatened  against  the  Company  which  questions  the
validity of the Purchase Agreement or the transactions  contemplated  thereby or
any action  taken or to be taken  pursuant  thereto.  There is no action,  suit,
claim,  investigation or proceeding  pending,  or to our knowledge,  threatened,
against or involving  the Company or any of its  properties or assets and which,
if adversely  determined,  is reasonably  likely to result in a Material Adverse
Effect.  There are no  outstanding  orders,  judgments,  injunctions,  awards or
decrees of any court,  arbitrator or governmental or regulatory body against the
Company or any officers or directors of the Company in their capacities as such.

         7. Conditioned on the accuracy of the Purchaser's  representations  and
warranties contained in the Purchase Agreement,  the offer, issuance and sale of
the Note and the offer,  issuance and sale of the Conversion  Shares pursuant to
the  Purchase  Agreement  and the  Note,  as  applicable,  are  exempt  from the
registration requirements of the Securities Act of 1933, as amended.


                                      -13-
<PAGE>

                                   SCHEDULE 3j
                                   -----------



Medical Media Television, Inc. Capital Stock:

Common Stock:              Authorized Shares:           100,000,000 shares
                           Outstanding Shares:           20,971,299 shares
                           Par Value:                    $.0005


Preferred Stock:           Total Authorized Shares:     25,000,000 shares
                           Total Outstanding Shares:     4,303,959 shares
                           Par Value:                    Zero


Series A Zero Coupon Preferred Stock:     Authorized Shares:    1,682,044 shares
                                          Outstanding Shares:   1,682,044 shares

Series B Zero Coupon Preferred Stock:     Authorized Shares:    2,612,329 shares
                                          Outstanding Shares:   2,612,329 shares

Series C Zero Coupon Preferred Stock:     Authorized Shares:      400,000 shares
                                          Outstanding Shares:       8,627 shares

      OUTSTANDING OPTIONS, WARRANTS, AND OTHER RIGHTS TO ACQUIRE SHARES OF
                         MEDICAL MEDIA TELEVISION, INC.

Outstanding stock options to purchase 5,303 shares of common stock of MMTV.

Outstanding warrants to purchase 10,879,235 shares of common stock of MMTV.

Outstanding  Series A and Series B  preferred  shares  which will  convert  into
16,093,989 shares of common stock of MMTV.

Outstanding  Series C preferred  shares  (8,627)  which will convert into common
shares at a discount to market at time of conversion.

Outstanding  convertible  debentures which will convert into 6,987,952 shares of
common stock of MMTV. These convertible  debentures may be repaid in cash at the
option of the Company.

The above  calculations  do not include  any shares of Series C preferred  stock
that  may  be  issued  for  interest  payments  on  existing   convertible  debt
instruments that will be converted into common shares at a discount to market at
time of  conversion.  It also does not  include  any common  shares  that may be
issued for interest payments on existing convertible debt instruments.


                                      -14-