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                         MEDICAL MEDIA TELEVISION, INC.

              $250,000 10% SECURED CONVERTIBLE PROMISSORY NOTE DUE

                                 AUGUST 11, 2007


                             NOTE PURCHASE AGREEMENT

                                 By and Between

                         MEDICAL MEDIA TELEVISION, INC.

                                       and

                            VICIS CAPITAL MASTER FUND


                             DATED FEBRUARY 1, 2007


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<PAGE>


                             NOTE PURCHASE AGREEMENT

      This NOTE  PURCHASE  AGREEMENT  (the  "Agreement"),  dated this 1st day of
February, 2007, is made by and between MEDICAL MEDIA TELEVISION, INC., a Florida
corporation (the "Company"), and VICIS CAPITAL MASTER FUND (the "Purchaser"),  a
trust formed under the laws of the Cayman Islands.

                                 R E C I T A L S

      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  Convertible  Promissory Note due August
11, 2007 in the principal  amount of $250,000 and in the form attached hereto as
Exhibit A (the "Note").

      WHEREAS, as an inducement for the Purchaser's acquisition of the Note, the
Company  has agreed to  register  with the SEC for resale by the  Purchaser  the
shares of Common Stock issuable upon  conversion of the Note (the "Note Shares")
pursuant to a  registration  rights  agreement,  in the form attached  hereto as
Exhibit B (the "Registration Rights Agreement").

      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  $250,000  (the  "Purchase
Price").

      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 February 1, 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 $250,000.

            (b) The Purchaser shall deliver to the Company the Purchase Price in
immediately available funds to the Company.


<PAGE>


                                   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 a security
agreement  dated  of even  date  herewith  between  the  Company  and  Purchaser
("Security  Agreement"),  which,  except  for  Permitted  Liens (as  hereinafter
defined), shall be a first lien.

            (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 a stock pledge agreement ("Stock Pledge Agreement").  The
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  pursuant  to a  guaranty  agreement  by  each  of the  Company's
Subsidiaries set forth in Section 5.4(e) hereof ("Guaranty Agreement").

      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 a guarantor security agreement dated of
even date herewith  between the Company and each Subsidiary set forth in Section
5.4(f) hereof  ("Guarantor  Security  Agreement"),  which,  except for Permitted
Liens, shall be a first lien.

                                  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 (as hereinafter defined).


                                       2

<PAGE>


      3.2  Subsidiaries.  The Company  has no  subsidiaries  other than  PetCARE
Television Network,  Inc., a Florida corporation  ("PetCARE"),  African American
Medical Network,  Inc., a Florida corporation ("African American Medical"),  and
KidCARE Medical  Television  Network,  Inc., a Florida  corporation  ("KidCARE")
(each a "Subsidiary" and collectively,  the  "Subsidiaries").  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  capital stock
consists of (i) 100,000,000  shares of Common Stock, par value $.0005 per share,
of which  21,121,302  shares are  outstanding  and  40,600,182  shares have been
reserved  for  issuance  upon the  exercise of all of the  outstanding  options,
warrants and other  securities  issued by the Company that are convertible  into
Common Stock;  and (ii) 25,000,000  shares of Preferred  Stock, no par value per
share, of which 4,311,842 shares are outstanding. All of such outstanding shares
have  been,  or upon  issuance  will be,  validly  issued,  are  fully  paid and
nonassessable.

            (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;


                                       3


<PAGE>


                  (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;

                  (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.

            (a) 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.  As of the
Closing,  the Company has authorized or reserved the necessary  number of shares
of Common Stock for the  issuance of the Note Shares.  All actions by the Board,
the Company and its  stockholders  necessary for the valid  issuance of the Note
and the Note Shares pursuant to the terms of the Note has been taken.

            (b) The Note Shares, when issued and paid for upon conversion of the
Note, will be validly  issued,  fully paid and  nonassessable  and free from all
taxes,  Liens and charges  with respect to the issue  thereof,  with the holders
being entitled to all rights accorded to a holder of the Common Stock.


                                       4


<PAGE>


      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 Registration Rights Agreement,  the Security Agreement, the
Stock  Pledge  Agreement,  and 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 Dilutive Effect.  The Company  understands and  acknowledges  that its
obligation  to issue the Note Shares upon  conversion  of the Note in accordance
therewith is absolute and  unconditional  regardless of the dilutive effect that
such issuance may have on the ownership  interests of other  stockholders of the
Company.

      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 (including, without limitation, the
reservation  for issuance of the Note Shares) 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.

      3.9 Governmental Consents.  Except for the filing of a Form D with the SEC
and the  registration  of the Note Shares under the Securities Act for resale by
the Purchaser, 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.


                                       5


<PAGE>


      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


<PAGE>


      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.

      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.


                                       7


<PAGE>


      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.

      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.


                                       8


<PAGE>


      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


<PAGE>


      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.

      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.


                                       10


<PAGE>


      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 September
30,  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.

      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.


                                       11


<PAGE>


      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 Marketable Title to June Notes and Debenture; Cancellation.  Purchaser
has good and  marketable  title to the June  Notes and the  Debenture,  free and
clear of all liens,  claims and  encumbrances  of any kind and has not assigned,
conveyed or  otherwise  transferred  the June Notes or  Debenture to any Person.
Purchaser  agrees that upon receipt of the Note in  accordance  with Section 1.1
hereof, all obligations of the Company under the June Notes and Debentures shall
terminate.

                                   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.


                                       12


<PAGE>


      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) The  Registration  Rights  Agreement  in the form of  Exhibit  B
hereto;

            (c) The Security Agreement in the form of Exhibit C hereto;

            (d) The Stock  Pledge  Agreement  in the form of  Exhibit D attached
hereto;

            (e) The Guaranty Agreement in the form of Exhibit E attached hereto,
executed by each of PetCARE, African American Medical and KidCARE;

            (f) The  Guarantor  Security  Agreement  in the  form of  Exhibit  F
attached  hereto,  executed by each of  PetCARE,  African  American  Medical and
KidCARE;

            (g)  Irrevocable   instructions  to  the  Company's  transfer  agent
reserving  1,573,645  shares of the  Company's  Common Stock for issuance as the
Note Shares;

            (h) 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;

            (i) 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(l), who has any of the following rights:

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


                                       13


<PAGE>


                  (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 or the Note Shares; and

            (j) 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.

      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)  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; and

            (b) A Certificate  of Good Standing from the state of  incorporation
of the Company and each of its Subsidiaries.

                                   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
Purchase Price,  consisting of the Cash Payment in immediately  available funds,
subject to the  provisions  of Section 12.9  hereof,  and the June Notes and the
Debenture for cancellation.


                                       14


<PAGE>


                                  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.

      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.


                                       15


<PAGE>


      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

            (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.


                                       16


<PAGE>


      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.

      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.


                                       17


<PAGE>


                                  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.

      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;


                                       18


<PAGE>


            (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;

            (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;


                                       19


<PAGE>


            (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

            (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).


                                       20


<PAGE>


      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.

      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;


                                       21


<PAGE>


            (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;

            (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


                                       22


<PAGE>


      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.

                                   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.


                                       23


<PAGE>


      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.

                                  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.


                                       24


<PAGE>


      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

                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


                                       25


<PAGE>


                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.  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.


                                       26


<PAGE>


      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.

      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


<PAGE>


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

                                      COMPANY:

                                      MEDICAL MEDIA TELEVISION, INC.

                                      /s/ Philip M. Cohen
                                      ------------------------------------------
                                      Philip M. Cohen
                                      President and Chief Executive Officer


                                      PURCHASER:

                                      VICIS CAPITAL MASTER FUND
                                         By: Vicis Capital LLC

                                      /s/ Shad Stastney
                                      ------------------------------------------
                                      Shad Stastney,
                                      Chief Operating Officer


                                       28


<PAGE>


                                                                       EXHIBIT A
                                                                       ---------

                                  FORM OF NOTE


<PAGE>


                                                                       EXHIBIT B
                                                                       ---------

                      FORM OF REGISTRATION RIGHTS AGREEMENT


<PAGE>


                                                                       EXHIBIT C
                                                                       ---------

                           FORM OF SECURITY AGREEMENT


<PAGE>


                                                                       EXHIBIT D
                                                                       ---------

                         FORM OF STOCK PLEDGE AGREEMENT


<PAGE>


                                                                       EXHIBIT E
                                                                       ---------

                           FORM OF GUARANTY AGREEMENT


<PAGE>


                                                                       EXHIBIT F
                                                                       ---------

                      FORM OF GUARANTOR SECURITY AGREEMENT


<PAGE>


                                  SCHEDULE 3.22

                          INTELLECTUAL PROPERTY RIGHTS

1.    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.


<PAGE>


                                 SCHEDULE 5.4(l)

                                     WAIVERS

<TABLE>
<CAPTION>
WARRANT                                                                                                NUMBER OF
DATE                 WARRANT DESCRIPTION                          WARRANT HOLDER                       WARRANTS
-------              -------------------                          --------------                       ---------
<S>           <C>                                              <C>                                     <C>
5/17/04       Common Stock Purchase Warrant-W-HCW-04-01        H.C. Wainwright & Co., Inc.                 7,396
5/17/04       Common Stock Purchase Warrant-W-HCW-04-02        Apogee Business Consultants, LLC            3,556
5/17/04       Common Stock Purchase Warrant-W-HCW-04-03        John R. Clarke                              3,067
5/17/04       Common Stock Purchase Warrant-W-HCW-04-04        Scott F. Koch                               3,067
5/17/04       Common Stock Purchase Warrant-W-HCW-04-05        Ari J. Fuchs                                  347
5/17/04       Common Stock Purchase Warrant-W-HCW-04-06        Richard Kreger                                347
                                                                                                       ---------
                                                                                                          17,780

7/28/04       Common Stock Purchase Warrant                    TotalCFO, LLC                              10,000
                                                                                                       ---------

3/16/05       Common Stock Purchase Warrant                    MidTown Partners & Co., LLC                 1,667
5/6/05        Series D Common Stock Warrant-05-0605-D-MP       MidTown Partners & Co., LLC                20,000
7/19/05       Series BB Common Stock Warant-05-0719AM          MidTown Partners & Co., LLC                50,000
                                                                                                       ---------
                                                                                                          71,667
                                                                                                       ---------

                                                               TOTAL WARRANTS                             99,447
                                                                                                       =========
</TABLE>