THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW 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.


                         MEDICAL MEDIA TELEVISION, INC.


                           CONVERTIBLE PROMISSORY NOTE


U.S. $1,000,000                                                February 15, 2006
No.: PN-02-15


      FOR VALUE RECEIVED, the undersigned, Medical Media Television, Inc., a
Florida corporation (the "Company"), hereby promises to pay to the order of
CapitalSmart, LLC or any future permitted holder of this promissory note (the
"Payee"), at the principal office of the Payee set forth herein, or at such
other place as the Payee may designate in writing to the Company, the principal
sum of One Million Dollars (U.S. $1,000,000), or such other amount as may be
outstanding hereunder, together with any accrued but unpaid interest, in such
coin or currency of the United States of America as at the time shall be legal
tender for the payment of public and private debts and in immediately available
funds, as provided in this promissory note (the "Note"). This Note is the Note
referred to in the Note Purchase Agreement dated as of January 27, 2006 between
the Company and the purchaser named therein (the "Purchase Agreement").
Capitalized terms used and not otherwise defined herein shall have the meanings
set forth for such terms in the Purchase Agreement.

      1. Loan Schedule; Principal Payment; Interest Payment; Subordination.

      (a) The Payee shall loan the Company an aggregate of $1,000,000 under the
following loan schedule:

      February 15, 2006         $250,000
      March 31, 2006            $750,000

      (b) The Company shall repay in full the entire principal balance then
outstanding under this Note plus any accrued but unpaid interest on the first to
occur (the "Maturity Date") of: (i) February 14, 2007, as it may be extended
pursuant to the terms hereof, or (ii) the acceleration of the obligations as
contemplated by this Note.

<PAGE>

      (c) The Note shall bear interest at a rate of 20% per annum, compounded
semi-annually. Interest shall be paid at the end of each calendar quarter in
either: (i) shares of Series C Zero Coupon Preferred Stock of the Company valued
at $1.00 per share, or (ii) cash, at Investor's option, with the first interest
payment being on March 31, 2006. The Series C Zero Coupon Preferred Stock shall
be convertible into shares of the Company's Common Stock on the Maturity Date at
a ten percent (10%) discount to the then-current market price based on the
average closing price for the twenty (20) days immediately preceding the
conversion. The Series C Zero Coupon Preferred Stock shall be subordinate to
Series A Zero Coupon Preferred Stock and Series B Zero Coupon Preferred Stock.
The Payee shall make his election as to receipt of interest in cash or in Series
C Zero Coupon Preferred Stock by written notice to the Company at least five (5)
business days before the interest payment due date (the "Interest Notice Date").
If no notice is given by Payee by such Interest Notice Date, the Company shall
pay the interest in cash.

      (d) The Note shall not be convertible until the Maturity Date. With the
consent of both the Company and the Investor, the Note may be extended for an
additional 12-month term, with the terms of the interest payments remaining the
same as outlined in 1(b) above. The Note shall not be convertible such that the
Investor's overall Common Stock ownership position in the Company exceeds 4.99%.

      2. Conversion Option; Issuance of Certificates.

      (a) At the Maturity Date, the outstanding principal amount of this Note
plus any accrued but unpaid interest shall be due and payable in cash; provided,
however, the Payee shall have the sole option to convert on the Maturity Date
the outstanding principal amount of this 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"), equal to the principal amount of this
Note plus any accrued but unpaid interest being converted divided by the Fixed
Conversion Price. For purposes of this Note, "Fixed Conversion Price" shall mean
$.40. The Fixed Conversion Price shall be subject to adjustment pursuant to
Section 3 hereof. Upon conversion of this Note into shares of Common Stock, the
outstanding principal amount of this Note, together with any accrued but unpaid
interest, shall be deemed to be the consideration for the Payee's interest in
such shares of Common Stock.

      (b) In the event that the Payee elects to convert this Note into shares of
Common Stock on the Maturity Date, the Company shall, not later than five (5)
trading days after the conversion of this Note, issue and deliver to the Payee
by express courier a certificate or certificates representing the number of
shares of Common Stock being acquired upon the conversion of this Note.

      3. Ownership Cap and Certain Exercise Restrictions.

      (a) Notwithstanding anything to the contrary set forth in this Note, at no
time may a Holder of this Note convert this Note if the number of shares of
Common Stock to be issued pursuant to such conversion would exceed, when
aggregated with all other shares of Common Stock owned by such Holder at such
time, the number of shares of Common Stock which would result in such Holder
owning more than 4.999% of all of the Common Stock

                                       2
<PAGE>

outstanding at such time; provided, however, that upon a holder of this Note
providing the Company with sixty-one (61) days notice (pursuant to Section 13
hereof) (the "Waiver Notice") that such Holder would like to waive this Section
3(a) with regard to any or all shares of Common Stock issuable upon exercise of
this Note, this Section 3(a) will be of no force or effect with regard to all or
a portion of the Note referenced in the Waiver Notice; provided, further, that
this provision shall be of no further force or effect during the sixty-one (61)
days immediately preceding the expiration of the term of this Note.

      (b) The Holder may not convert this Note hereunder to the extent such
conversion would result in the Holder beneficially owning (as determined in
accordance with Section 13(d) of the Exchange Act and the rules thereunder) in
excess of 9.999% of the then issued and outstanding shares of Common Stock,
including shares issuable upon conversion of the Note held by the Holder after
application of this Section; provided, however, that upon a holder of this Note
providing the Company with a Waiver Notice that such holder would like to waive
this Section 3(b) with regard to any or all shares of Common Stock issuable upon
conversion of this Note, this Section 3(b) shall be of no force or effect with
regard to those shares of Common Stock referenced in the Waiver Notice;
provided, further, that this provision shall be of no further force or effect
during the sixty-one (61) days immediately preceding the expiration of the term
of this Note.


      4. Adjustment of Fixed Conversion Price.

      (a) The Fixed Conversion Price shall be subject to adjustment from time to
time as follows:

      (i) Adjustments for Stock Splits and Combinations. If the Company shall at
any time or from time to time after the date hereof, effect a stock split of the
outstanding Common Stock, the applicable Fixed Conversion Price in effect
immediately prior to the stock split shall be proportionately decreased. If the
Company shall at any time or from time to time after the date hereof, combine
the outstanding shares of Common Stock, the applicable Fixed Conversion Price in
effect immediately prior to the combination shall be proportionately increased.
Any adjustments under this Section 4(a)(i) shall be effective at the close of
business on the date the stock split or combination occurs.

      (ii) Adjustments for Certain Dividends and Distributions. If the Company
shall at any time or from time to time after the date hereof, make or issue or
set a record date for the determination of holders of Common Stock entitled to
receive a dividend or other distribution payable in shares of Common Stock,
then, and in each event, the applicable Fixed Conversion Price in effect
immediately prior to such event shall be decreased as of the time of such
issuance or, in the event such record date shall have been fixed, as of the
close of business on such record date, by multiplying, as applicable, the
applicable Fixed Conversion Price then in effect by a fraction:

      (1) the numerator of which shall be the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such issuance or
the close of business on such record date; and

                                       3
<PAGE>

      (2) the denominator of which shall be the total number of shares of Common
Stock issued and outstanding immediately prior to the time of such issuance or
the close of business on such record date plus the number of shares of Common
Stock issuable in payment of such dividend or distribution.

      (iii) Adjustment for Other Dividends and Distributions. If the Company
shall at any time or from time to time after the date hereof, make or issue or
set a record date for the determination of holders of Common Stock entitled to
receive a dividend or other distribution payable in other than shares of Common
Stock, then, and in each event, an appropriate revision to the applicable Fixed
Conversion Price shall be made and provision shall be made (by adjustments of
the Fixed Conversion Price or otherwise) so that the holder of this Note shall
receive upon conversions thereof, in addition to the number of shares of Common
Stock receivable thereon, the number of securities of the Company which they
would have received had this Note been converted into Common Stock on the date
of such event and had thereafter, during the period from the date of such event
to and including the conversion date, retained such securities (together with
any distributions payable thereon during such period), giving application to all
adjustments called for during such period under this Section 4(a)(iii) with
respect to the rights of the holder of this Note.

      (iv) Adjustments for Issuance of Additional Shares of Common Stock. In the
event the Company, shall, at any time, from time to time, issue or sell any
additional shares of Common Stock or securities convertible into or exchangeable
for shares of Common Stock to a third party for a consideration per share less
than the Fixed Conversion Price then in effect immediately prior to the time of
such issue or sale, then, forthwith upon such issuance or sale, the Fixed
Conversion Price then in effect for this Note shall be reduced to a price equal
to the consideration per share paid for such securities.

      (b) Issue Taxes. The Company shall pay any and all issue and other taxes,
excluding federal, state or local income taxes, that may be payable in respect
of any issue or delivery of shares of Common Stock on conversion of this Note
pursuant thereto; provided, however, that the Company shall not be obligated to
pay any transfer taxes resulting from any transfer requested by any holder in
connection with any such conversion.

      (c) Fractional Shares. No fractional shares of Common Stock shall be
issued upon conversion of this Note. In lieu of any fractional shares to which
the Payee would otherwise be entitled, the Company shall pay cash equal to the
product of such fraction multiplied by the average of the closing bid prices of
the Common Stock for the five (5) consecutive trading days immediately preceding
the date of conversion of this Note.

      (d) Reservation of Common Stock. The Company shall at all times when this
Note shall be outstanding, reserve and keep available out of its authorized but
unissued shares of Common Stock, such number of shares of Common Stock as shall
from time to time be sufficient to effect the conversion of this Note.

      (e) Registration Rights. At Company's earliest opportunity, and in any
event not more than 120 days from the date hereof, the Company shall file a
Registration Statement on Form SB-2 (or an alternative available form) covering
the underlying equity position of the Holder of the Note, and the Company will
keep said Registration Statement effective for a period of three years, subject
to customary carve-outs.

                                       4
<PAGE>

      5) No Rights as Shareholder. Nothing contained in this Note shall be
construed as conferring upon the Payee, prior to the conversion of this Note,
the right to vote or to receive dividends or to consent or to receive notice as
a shareholder in respect of any meeting of shareholders for the election of
directors of the Company or of any other matter, or any other rights as a
shareholder of the Company.

      6) Payment on Non-Business Days. Whenever any payment to be made shall be
due on a Saturday, Sunday or a public holiday under the laws of the State of
Florida, such payment may be due on the next succeeding business day.

      7) Representations and Warranties of the Company. The Company represents
and warrants to the Payee as follows:

      (a) The Company has been duly incorporated and is validly existing and 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.

      (b) This Note has been duly authorized, validly executed and delivered on
behalf of the Company and is a valid and binding 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 this Note and to
perform its obligations hereunder.

      (c) The execution, delivery and performance of this Note 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)
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.

      (d) 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 Note.

      8. Events of Default. The occurrence of any of the following events shall
be an "Event of Default" under this Note:

                                       5
<PAGE>

      (a) the Company shall fail to make the payment of any amount of any
principal outstanding on the date such payment shall become due and payable
hereunder; or

      (b) the Company shall fail to make interest payments on the date such
payments shall become due and payable hereunder; or

      (c) any representation, warranty or certification made by the Company
herein, or in any certificate or financial statement shall prove to have been
false or incorrect or breached in a material respect on the date as of which
made; or

      (d) the holder of any indebtedness of the Company or any of its
subsidiaries shall accelerate any payment of any amount or amounts of principal
or interest on any indebtedness (the "Indebtedness") (other than the
Indebtedness hereunder) prior to its stated maturity or payment date the
aggregate principal amount of which Indebtedness of all such persons is in
excess of $100,000, whether such Indebtedness now exists or shall hereinafter be
created, and such accelerated payment entitles the holder thereof to immediate
payment of such Indebtedness which is due and owing and such indebtedness has
not been discharged in full or such acceleration has not been stayed, rescinded
or annulled within ten (10) business days of such acceleration; or

      (e) A judgment or order for the payment of money shall be rendered against
the Company or any of its subsidiaries in excess of $100,000 in the aggregate
(net of any applicable insurance coverage) for all such judgments or orders
against all such persons (treating any deductibles, self insurance or retention
as not so covered) that shall not be discharged, and all such judgments and
orders remain outstanding, and there shall be any period of sixty (60)
consecutive days following entry of the judgment or order in excess of $500,000
or the judgment or order which causes the aggregate amount described above to
exceed $500,000 during which a stay of enforcement of such judgment or order, by
reason of a pending appeal or otherwise, shall not be in effect; or

      (f) the Company shall (i) apply for or consent to the appointment of, or
the taking of possession by, a receiver, custodian, trustee or liquidator of
itself or of all or a substantial part of its property or assets, (ii) admit in
writing its inability to pay its debts as such debts become due, (iii) make a
general assignment for the benefit of its creditors, (iv) commence a voluntary
case under the Bankruptcy Code or under the comparable laws of any jurisdiction
(foreign or domestic), (v) file a petition seeking to take advantage of any
bankruptcy, insolvency, moratorium, reorganization or other similar law
affecting the enforcement of creditors' rights generally, (vi) acquiesce in
writing to any petition filed against it in an involuntary case under the
Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or
domestic), or (vii) take any action under the laws of any jurisdiction (foreign
or domestic) analogous to any of the foregoing; or

      (g) a proceeding or case shall be commenced in respect of the Company or
any of its subsidiaries without its application or consent, in any court of
competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium,
dissolution, winding up, or composition or readjustment of its debts, (ii) the
appointment of a trustee, receiver, custodian, liquidator or the like of it or
of all or any substantial part of its assets or

                                       6
<PAGE>

(iii) similar relief in respect of it under any law providing for the relief of
debtors, and such proceeding or case described in clause (i), (ii) or (iii)
shall continue undismissed, or unstayed and in effect, for a period of thirty
(30) consecutive days or any order for relief shall be entered in an involuntary
case under the Bankruptcy Code or under the comparable laws of any jurisdiction
(foreign or domestic) against the Company or any of its subsidiaries or action
under the laws of any jurisdiction (foreign or domestic) analogous to any of the
foregoing shall be taken with respect to the Company or any of its subsidiaries
and shall continue undismissed, or unstayed and in effect for a period of thirty
(30) consecutive days; or

      (h) failure by the Company to issue the Conversion Shares or notice from
the Company to the Payee, including by way of public announcement, at any time,
of its inability to comply or its intention not to comply with proper requests
for conversion of this Note into shares of Common Stock.

      9. Remedies Upon An Event of Default. If an Event of Default shall have
occurred and shall be continuing, the Payee of this Note may at any time at its
option, (a) declare the entire unpaid principal balance of this Note, together
with all accrued but unpaid interest, due and payable, and thereupon, the same
shall be accelerated and so due and payable; provided, however, that upon the
occurrence of an Event of Default described in Sections 8(f) and (g), without
presentment, demand, protest, or notice, all of which are hereby expressly
unconditionally and irrevocably waived by the Company, the outstanding principal
balance and any accrued but unpaid interest shall be automatically due and
payable; or (b) exercise or otherwise enforce any one or more of the Payee's
rights, powers, privileges, remedies and interests under this Note or applicable
law. No course of delay on the part of the Payee shall operate as a waiver
thereof or otherwise prejudice the right of the Payee. No remedy conferred
hereby shall be exclusive of any other remedy referred to herein or now or
hereafter available at law, in equity, by statute or otherwise. Notwithstanding
the foregoing, Payee agrees that its rights and remedies hereunder are limited
to receipt of cash or shares of Common Stock in the amounts described herein.

      10. Replacement. Upon receipt of a duly executed, notarized and unsecured
written statement from the Payee with respect to the loss, theft or destruction
of this Note (or any replacement hereof), and without requiring an indemnity
bond or other security, or, in the case of a mutilation of this Note, upon
surrender and cancellation of such Note, the Company shall issue a new Note, of
like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated
Note.

      11. Parties in Interest, Transferability. This Note shall be binding upon
the Company and its successors and assigns and the terms hereof shall inure to
the benefit of the Payee and its successors and permitted assigns. This Note may
be transferred or sold, subject to the provisions of Section 19 of this Note, or
pledged, hypothecated or otherwise granted as security by the Payee.

      12. Amendments. This Note may not be modified or amended in any manner
except in writing executed by the Company and the Payee.

                                       7
<PAGE>

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

      14. Notices. Any notice, demand, request, waiver or other communication
required or permitted to be given hereunder shall be in writing and shall be
effective (a) upon hand delivery by telecopy or facsimile at the address or
number designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second business day
following the date of mailing by express courier service, fully prepaid,
addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur. The Company will give written notice to the Payee at least
thirty (30) days prior to the date on which the Company closes its books and in
no event shall such notice be provided to such holder prior to such information
being made known to the public. The Company will also give written notice to the
Payee at least twenty (20) days prior to the date on which dissolution,
liquidation or winding-up will take place and in no event shall such notice be
provided to the Payee prior to such information being made known to the public.

      Address of the Payee:       CapitalSmart, LLC
                                  1112 League Line Rd
                                  Conroe, TX 77303
                                  Attn:  William Quiros
                                  Tel. No.: (818) 284-0496
                                  Fax No.:  (708) 575-7985

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

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

      15. Governing Law. This Note shall be governed by and construed in
accordance with the internal laws of the State of Florida, without giving effect
to the choice of law provisions. This Note shall not be interpreted or construed
with any presumption against the party causing this Note to be drafted.

                                       8
<PAGE>

      16. Headings. Article and section headings in this Note are included
herein for purposes of convenience of reference only and shall not constitute a
part of this Note for any other purpose.

      17. Remedies, Characterizations, Other Obligations, Breaches and
Injunctive Relief. The remedies provided in this Note shall be cumulative and in
addition to all other remedies available under this Note, at law or in equity
(including, without limitation, a decree of specific performance and/or other
injunctive relief), no remedy contained herein shall be deemed a waiver of
compliance with the provisions giving rise to such remedy and nothing herein
shall limit a Payee's right to pursue actual damages for any failure by the
Company to comply with the terms of this Note. Amounts set forth or provided for
herein with respect to payments and the like (and the computation thereof) shall
be the amounts to be received by the Payee and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the
performance thereof). The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable and material harm to the Payee and
that the remedy at law for any such breach may be inadequate. Therefore the
Company agrees that, in the event of any such breach or threatened breach, the
Payee shall be entitled, in addition to all other available rights and remedies,
at law or in equity, to seek and obtain such equitable relief, including but not
limited to an injunction restraining any such breach or threatened breach,
without the necessity of showing economic loss and without any bond or other
security being required.

      18. Failure or Indulgence Not Waiver. No failure or delay on the part of
the Payee in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.

      19. Enforcement Expenses. The Company agrees to pay all costs and expenses
of enforcement of this Note, including, without limitation, reasonable
attorneys' fees and expenses.

      20. Binding Effect. The obligations of the Company and the Payee set forth
herein shall be binding upon the successors and assigns of each such party,
whether or not such successors or assigns are permitted by the terms hereof.

      21. Compliance with Securities Laws. The Payee of this Note acknowledges
that this Note is being acquired solely for the Payee's own account and not as a
nominee for any other party, and for investment, and that the Payee shall not
offer, sell or otherwise dispose of this Note other than in compliance with the
laws of the United States of America and as guided by the rules of the
Securities and Exchange Commission. This Note and any Note issued in
substitution or replacement therefore shall be stamped or imprinted with a
legend in substantially the following form:

      "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
      1933,  AS  AMENDED  (THE  "SECURITIES   ACT"),  OR  ANY  STATE
      SECURITIES  LAW 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."

                                       9
<PAGE>

      22. Severability. The provisions of this Note are severable, and if any
provision shall be held invalid or unenforceable in whole or in part in any
jurisdiction, then such invalidity or unenforceability shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Note in any jurisdiction.

      23. Consent to Jurisdiction. Each of the Company and the Payee (i) hereby
irrevocably submits to the jurisdiction of the United States District Court
sitting in Central Florida and the courts of the State of Florida located in
Hillsborough County for the purposes of any suit, action or proceeding arising
out of or relating to this Note and (ii) hereby waives, and agrees not to assert
in any such suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such court, that the suit, action or proceeding
is brought in an inconvenient forum or that the venue of the suit, action or
proceeding is improper. Each of the Company and the Payee consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address set forth in Section 13 hereof and agrees that such
service shall constitute good and sufficient service of process and notice
thereof. Nothing in this Section 22 shall affect or limit any right to serve
process in any other manner permitted by law.

      24. Company Waivers. Except as otherwise specifically provided herein, the
Company and all others that may become liable for all or any part of the
obligations evidenced by this Note, hereby waive presentment, demand, notice of
nonpayment, protest and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, and do hereby
consent to any number of renewals of extensions of the time or payment hereof
and agree that any such renewals or extensions may be made without notice to any
such persons and without affecting their liability herein and do further consent
to the release of any person liable hereon, all without affecting the liability
of the other persons, firms or Company liable for the payment of this Note, AND
DO HEREBY WAIVE TRIAL BY JURY.

      (a) No delay or omission on the part of the Payee in exercising its rights
under this Note, or course of conduct relating hereto, shall operate as a waiver
of such rights or any other right of the Payee, nor shall any waiver by the
Payee of any such right or rights on any one occasion be deemed a waiver of the
same right or rights on any future occasion.

      (b) THE COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A
PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW,
HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT
REMEDY WHICH THE PAYEE OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.




                                       10

<PAGE>

      IN WITNESS WHEREOF, the Company has executed and delivered this Note as of
the date first written above.


                             MEDICAL MEDIA TELEVISION, INC.




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






























                                       11