Ex. 10.106-Registration Rights Agreement to Vicis


                          REGISTRATION RIGHTS AGREEMENT


      REGISTRATION  RIGHTS AGREEMENT made this 1st day of February,  2007 by and
between Medical Media  Television,  Inc., a Florida  corporation (the "Company")
and Vicis  Capital  Master  Fund,  a trust  formed  under the laws of the Cayman
Islands (the "Holder").

                                R E C I T A L S:

      WHEREAS,  simultaneously herewith, the Company and the Holder are entering
into a Note  Purchase  Agreement  pursuant  to which the  Company is issuing the
Holder a secured promissory note convertible into shares of the Company's Common
Stock (the "Note"); and

      WHEREAS,  the execution  and delivery of this  Agreement is a condition to
the closing of the Note Purchase Agreement.

      NOW  THEREFORE,  in  consideration  of the agreements set forth herein the
parties agree as follows:

1.    CERTAIN DEFINITIONS.

      As used in this  Agreement,  the following  terms shall have the following
respective meanings:

      "Commission"  means the Securities and Exchange  Commission,  or any other
Federal agency at the time administering the Securities Act.

      "Common Stock" means the Common Stock,  $.0005 par value per share, of the
Company and any equity  securities issued or issuable with respect to the Common
Stock  in  connection  with  a   reclassification,   recapitalization,   merger,
consolidation or other reorganization.

      "Conversion  Shares"  means the  shares of  Common  Stock or other  equity
securities issued or issuable upon conversion of the Note.

      "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  or
any similar  Federal  statute,  and the rules and  regulations of the Commission
issued under such Act, as they each may, from time to time, be in effect.

      "Holder" shall have the meaning set forth in the Preamble.

      "Person" means any individual,  corporation,  limited  liability  company,
limited or general partnership, joint venture, association, joint-stock company,
trust,  unincorporated  organization  or  government  or any agency or political
subdivisions thereof.

      "Registration  Statement"  means a  registration  statement  filed  by the
Company with the Commission for a public  offering and sale of securities of the
Company (other than a  registration  statement on Form S-8 or Form S-4, or their
successors,  or any  other  form  for a  limited  purpose,  or any  registration
statement  covering  only  securities  proposed  to be  issued in  exchange  for
securities or assets of another corporation).


<PAGE>


      "Registration Expenses" means the expenses described in Section 4.

      "Registrable  Securities"  means any (i) Conversion Shares and (ii) shares
of Common Stock issued or issuable,  directly or indirectly, with respect to the
Common Stock referenced above. As to any particular Registrable Securities, such
securities  shall cease to be  Registrable  Securities  when (i) a  registration
statement with respect to the sale of such  securities  shall have been declared
effective under the Securities Act and such securities  shall have been disposed
of in accordance with such registration statement, or (ii) such securities shall
have been sold (other than in a privately  negotiated sale) pursuant to Rule 144
(or any successor  provision)  under the  Securities  Act, or (iii) the Note has
been paid in full.

      "SEC" means the Securities and Exchange Commission.

      "Securities  Act" means the  Securities  Act of 1933,  as amended,  or any
similar Federal statute,  and the rules and regulations of the Commission issued
under such Act, as they each may from time to time, be in effect.

2.    REGISTRATION.

      (a) If, at any time,  the Company  proposes or is required to register any
of its equity  securities or securities  convertible or exchangeable  for equity
securities  under the Securities Act (other than pursuant to (i) registration on
such form or similar form(s) solely for registration of securities in connection
with an employee benefit plan or dividend  reinvestment plan, Form S-8 or (ii) a
merger,  consolidation  or  acquisition,  Form S-4),  whether or not for its own
account,  the Company shall give prompt written notice of its intention to do so
to each of the  Holders of record of  Registrable  Securities.  Upon the written
request of any  Holder,  made within 10 days  following  the receipt of any such
written  notice (which  request shall specify the maximum  number of Registrable
Securities  intended to be disposed of by such Holder and the intended method of
distribution  thereof), the Company shall use its best efforts to cause all such
Registrable Securities,  the Holders of which have so requested the registration
thereof,  to be registered  under the Securities Act (with the securities  which
the  Company  at the time  proposes  to  register)  to permit  the sale or other
disposition  by  the  Holders  (in  accordance   with  the  intended  method  of
distribution thereof) of the Registrable  Securities to be so registered.  There
is no  limitation  on the  number of  piggyback  registrations  pursuant  to the
preceding sentence which the Company is obligated to effect.

      (b) The  Holder's  rights  under  this  Section 2 shall be  subject to the
limitation  that, in the event that the Company files a  Registration  Statement
for an  underwritten  public  offering,  intending  to  distribute  shares in an
underwritten offering, the inclusion of the Registrable Securities shall be upon
the condition that: (i) if requested by the managing  underwriter as a condition
of the  offering,  they be sold through the  underwriters  on the same terms and
conditions as are applicable to the Company or all other selling stockholders of
the Company;  or (ii) if such condition is imposed by the managing  underwriter,
and the Holder does not wish to sell the Registrable  Securities upon such terms
and  conditions,  the Holder will agree not to transfer or otherwise  dispose of
any  Registrable  Securities for a period of time from the effective date of the
Registration  Statement  (not to  exceed  90  days)  specified  by the  managing
underwriter.


                                       2


<PAGE>


      (c) At the  election  of the Holder,  the  Registrable  Securities  may be
registered  on behalf of the Holder or the  Holders  members on a pro rata basis
based on their percentage of ownership of the Note.

3.    REGISTRATION PROCEDURES.

      If and  whenever  the  Company  is  required  by the  provisions  of  this
Agreement  to use its best  efforts  to effect  the  registration  of any of the
Registrable Securities under the Securities Act, the Company shall:

      (a) file with the Commission a Registration Statement with respect to such
Registrable  Securities  and use its best  efforts  to cause  that  Registration
Statement to become and remain effective;

      (b) as  expeditiously as possible prepare and file with the Commission any
amendments  and  supplements  to the  Registration  Statement and the prospectus
included  in the  Registration  Statement  as  may  be  necessary  to  keep  the
Registration  Statement effective for a period of not less than nine months from
the effective date;

      (c) as expeditiously as possible furnish to Holder such reasonable numbers
of copies of the prospectus,  including a preliminary  prospectus,  inconformity
with the  requirements  of the Securities  Act, and such other  documents as the
selling  stockholder  may  reasonably  request in order to facilitate the public
sale or other  disposition of the  Registrable  Securities  owned by the selling
Stockholder  and  promptly  notify the  selling  stockholder  at any time when a
prospectus  is  required  to be  delivered  under  the  Securities  Act,  of the
happening  of any event as a result of which the  prospectus  would  include  an
untrue statement of material fact or omit to state any material fact required to
be stated therein or necessary to make the statements  therein not misleading in
light of the circumstances then existing; and

      (d) as  expeditiously  as  possible  use its best  efforts to  register or
qualify the Registrable  Securities covered by the Registration  Statement under
the securities or Blue Sky laws of such states as the selling Stockholders shall
reasonably  request,  and do any and all  other  acts  and  things  that  may be
necessary or  desirable to enable the selling  Stockholders  to  consummate  the
public sale or other  disposition in such states of the  Registrable  Securities
owned by the selling Stockholder;  provided, however, that the Company shall not
be  required  in  connection  with this  Section  3(d) to  qualify  as a foreign
corporation  or  execute  a  general  consent  to  service  of  process  in  any
jurisdiction.

      If the Company has  delivered  preliminary  or final  prospectuses  to the
Holder and,  after having done so, the  prospectus is amended to comply with the
requirements of the Securities Act, the Company shall promptly notify the Holder
and,  if  requested,  the  Holder  shall  immediately  cease  making  offers  of
Registrable  Securities and return all prospectuses to the Company.  The Company
shall  promptly  provide the Holder with  revised  prospectuses  and,  following
receipt of the revised  prospectuses,  the Holder shall be free to resume making
offers of the Registrable Securities.


                                       3


<PAGE>


4.    ALLOCATION OF EXPENSES.

      The Company will pay all Registration  Expenses of all registrations under
this Agreement.  For purposes of this Section, the term "Registration  Expenses"
shall  mean  all  expenses  incurred  by the  Company  in  complying  with  this
Agreement,  including,  without  limitation,  all  registration and filing fees,
exchange listing fees, printing expenses,  fees and disbursements of counsel for
the  Company  state Blue Sky fees and  expenses,  and the expense of any special
audits  incident  to  or  required  by  any  such  registration,  but  excluding
underwriting  discounts,  selling  commissions  and the  fees  and  expenses  of
Holder's own counsel.

5.    INDEMNIFICATION; CONTRIBUTION.

      In the  event of any  registration  of any of the  Registrable  Securities
under the Securities Act pursuant to this Agreement,  the Company will indemnify
and hold harmless the seller of such Registrable  Securities,  and its directors
and officers,  each underwriter of such Registrable  Securities,  and each other
person,  if any, who controls such seller or  underwriter  within the meaning of
the  Securities Act or the Exchange Act against any losses,  claims,  damages or
liabilities,  joint or several, to which such seller, underwriter or controlling
person may become  subject under the  Securities  Act, the Exchange  Act,  state
securities  or Blue Sky laws or  otherwise,  in so far as such  losses,  claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue  statement or alleged  untrue  statement  of any  material  fact
contained in any Registration  Statement under which such Registrable Securities
were registered  under the Securities  Act, any preliminary  prospectus or final
prospectus  contained  in  the  Registration  Statement,  or  any  amendment  or
supplement to such Registration Statement, and any document incorporated therein
by reference or arise out of or are based upon the omission or alleged  omission
to state a material fact required to be stated  therein or necessary to make the
statements  therein not misleading;  and the Company will reimburse such seller,
underwriter and each such controlling person for any legal or any other expenses
reasonably  incurred  by such  seller,  underwriter  or  controlling  person  in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability or action;  provided,  however, that the Company will not be liable in
any such case to the  extent  that any such  loss,  claim,  damage or  liability
arises out of or is based upon any untrue  statement  or  omission  made in such
Registration  Statement,  preliminary  prospectus  or  prospectus,  or any  such
amendment or  supplement,  in reliance upon and in conformity  with  information
furnished  to  the  Company,  in  writing,  by  or on  behalf  of  such  seller,
underwriter  or  controlling  person  specifically  for  use in the  preparation
thereof.

      In the  event of any  registration  of any of the  Registrable  Securities
under the Securities Act pursuant to this Agreement,  each seller of Registrable
Securities,  severally  and not jointly,  will  indemnify  and hold harmless the
Company,  each of its directors,  and officers and each underwriter (if any) and
each person, if any, who controls the Company or any such underwriter within the
meaning of the Securities Act or the Exchange Act,  against any losses,  claims,
damages or liabilities,  joint or several, to which the Company,  such directors
and officers,  underwriters  or controlling  person may become subject under the
Securities  Act,  Exchange Act, state  securities or Blue Sky laws or otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based upon any untrue  statement or alleged untrue
statement of a material fact contained in any Registration Statement under which
such  Registrable  Securities  were  registered  under the  Securities  Act, any
preliminary  prospectus  or  final  prospectus  contained  in  the  Registration
Statement,  or any  amendment or supplement to the  Registration  Statement,  or
arise out of or are based  upon any  omission  or  alleged  omission  to state a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading,  if the statement or omission was made in reliance upon
and in conformity with information  furnished in writing to the Company by or on
behalf of such seller,  specifically  for use in connection with the preparation
of such Registration Statement,  prospectus,  amendment or supplement; provided,
however,  that the  obligations of such seller  hereunder shall be limited to an
amount equal to the net proceeds to such seller from Registrable Securities sold
as contemplated herein.


                                       4


<PAGE>


      Each  party  entitled  to  Indemnification   under  this  Section  5  (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom;  providing,  that counsel for the Indemnifying
Party,  who shall  conduct  the  defense of such claim or  litigation,  shall be
approved by the  Indemnified  Party (whose  approval  shall not be  unreasonably
withheld); and, provided,  further, that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the  Indemnifying  Party of its
obligations under this Agreement.  The Indemnified Party may participate in such
defense at such party's expense; provided,  however, that the Indemnifying Party
shall  pay such  expense  if  representation  of such  Indemnified  Party by the
counsel retained by the Indemnifying  Party would be inappropriate due to actual
or potential  differing  interests  between the Indemnified  Party and any other
party represented by such counsel in such proceeding.  No Indemnifying Party, in
the defense of any such claim or  litigation  shall,  except with the consent of
each  Indemnified  Party,  consent  to entry of any  judgment  or enter into any
settlement which does not include as an unconditional term thereof the giving by
the  claimant  or  plaintiff  to such  Indemnified  Party of a release  from all
liability in respect of such claim or litigation, and no Indemnified Party shall
consent to entry of any judgment or settle such claim or litigation  without the
prior written consent of the Indemnifying Party.

      If  the   indemnification   provided  for  herein  is  unavailable  to  or
insufficient  to  hold  harmless  an  Indemnified  Party  hereunder,  then  each
Indemnifying  Party  shall  contribute  to the  amount  paid or  payable by such
Indemnified Party as a result of the losses,  claims, damages or liabilities (or
actions or proceedings in respect thereof) referred to herein in such proportion
as is appropriate to reflect the relative fault of the Indemnifying Party on the
one  hand  and the  Indemnified  Party  on the  other  in  connection  with  the
statements,  omissions,  actions,  or inactions  which  resulted in such losses,
claims, damages or liabilities. The relative fault of the Indemnifying Party and
the  Indemnified  Party shall be determined by reference to, among other things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied  by the  Indemnifying  Party or the  Indemnified  Party,  any action or
inaction by any such party, and the parties' relative intent, knowledge,  access
to information, and opportunity to correct or prevent such statement,  omission,
action, or inaction.  No person guilty of fraudulent  misrepresentation  (within
the  meaning of  Section  11(f) of the  Securities  Act)  shall be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.  Promptly after receipt by an Indemnified  Party hereunder of
written  notice  of  the   commencement   of  any  action,   suit,   proceeding,
investigation,  or threat thereof with respect to which a claim for contribution
may be made against an Indemnifying  Party  hereunder,  such  Indemnified  Party
shall,  if a claim for  contribution in respect thereto is to be made against an
Indemnifying  Party,  give  written  notice  to the  Indemnifying  Party  of the
commencement  thereof  (if the notice  specified  herein has not been given with
respect to such action);  provided,  however,  that the failure to so notify the
Indemnifying  Party  shall  not  relieve  it  from  any  obligation  to  provide
contribution which it may have to any Indemnified Party hereunder, except to the
extent that the Indemnifying Party is actually prejudiced by the failure to give
notice.  The parties  hereto  agree that it would not be just and  equitable  if
contribution  pursuant  hereto were  determined by pro rata allocation or by any
other   method  of   allocation   which  does  not  take  account  of  equitable
considerations referred to herein.


                                       5


<PAGE>


      The  parties  hereto  agree  that it would  not be just and  equitable  if
contribution  pursuant to this Section 5 were  determined by pro rata allocation
or by any  other  method of  allocation  that  does not take  into  account  the
equitable  considerations  referred to in the immediately  preceding  paragraph.
Notwithstanding  the provisions of this Section 5, contribution by any seller of
Registerable Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registerable  Securities  pursuant
to such Registration Statement.

      If indemnification is available hereunder,  the Indemnifying Parties shall
indemnify each Indemnified Party to the fullest extent provided herein,  without
regard to the relative fault of said Indemnifying  Party or Indemnified Party or
any other equitable  consideration  provided for herein.  The provisions  hereof
shall be in  addition to any other  rights to  indemnification  or  contribution
which any Indemnified  Party may have pursuant to law or contract,  shall remain
in full force and effect regardless of any investigation made by or on behalf of
any Indemnified  Party, and shall survive the transfer of securities by any such
party.

6.    INDEMNIFICATION WITH RESPECT TO UNDERWRITTEN OFFERING.

      In  the  event  that  Registrable   Securities  are  sold  pursuant  to  a
Registration  Statement in an underwritten offering, the Company agrees to enter
into  an  underwriting   agreement  containing  customary   representations  and
warranties  with  respect to the  business  and  operations  of an issuer of the
securities  being  registered  and  customary  covenants  and  agreements  to be
performed by such issuer, including without limitation customary provisions with
respect to indemnification by the Company of the underwriters of such offering.

7.    INFORMATION BY HOLDER.

      The Holder shall furnish to the Company such  information  regarding  such
Holder and the  distribution  proposed by such Holder as the Company may request
in  writing  and as shall  be  required  in  connection  with any  registration,
qualification or compliance referred to in this Agreement.

8.    SELECTION OF UNDERWRITER.

      In the case of any registration  effected pursuant to this Agreement,  the
Company  shall  have the right to  designate  the  managing  underwriter  in any
underwritten  offering  with the  consent  of the  Holder,  which  shall  not be
unreasonably withheld.

9.    SUCCESSORS AND ASSIGNS.

      The provisions of this  Agreement  shall be binding upon, and inure to the
benefit  of,  the  respective   successors,   assigns,   heirs,   executors  and
administrators of the parties hereto.


                                       6


<PAGE>


10.   FURTHER ASSURANCES.

      From and after the date  hereof,  all persons  subject to or bound by this
Agreement  shall from time to time,  at the request of any such other person and
without  further  consideration,  do, execute and deliver,  or cause to be done,
executed and  delivered,  all such further acts,  things and  instruments as may
reasonably be requested or required more effectively to evidence and give effect
to the  provisions,  intent and purposes of this Agreement  (including,  without
limitation,  certificates to the effect that this Agreement  continues operative
and as to any defaults hereunder or modifications hereof).

11.   NOTICE.

      All notices, requests, demands, offerings, acceptances, consents and other
communications   required  or  permitted  under  this  Agreement  shall,  unless
otherwise provided, be in writing and shall be deemed to have been duly given if
personally  delivered  and  actually  received  or  if  mailed  by  first  class
registered or certified mail, return receipt requested,  or by first class mail,
addressed to the parties hereto at their  respective  addresses set forth on the
first page of this  Agreement or in each case to such other person or address as
may be designated by notice  hereunder.  Any such notice,  etc.  shall be deemed
given on the date of delivery, if delivered,  or on the fifth day after the date
of mailing, if mailed.

12.   GOVERNING LAW; INTERPRETATION.

      (a) This  Agreement  shall be governed by and  construed  and  enforced in
accordance  with the laws of the State of New York  applicable to contracts made
and to be performed exclusively therein as to all matters,  without reference to
the conflicts of law provision thereof.

      (b) All pronouns and words shall be read in appropriate number and gender,
the  masculine,  feminine and neuter shall be  interpreted  interchangeably  and
singular  shall  include the plural and vice  versa,  as the  circumstances  may
require.

13.   SUBMISSION TO JURISDICTION.

      Each  of the  parties  hereto  irrevocably  submits  to the  non-exclusive
jurisdiction of the federal and state courts located in Florida and New York.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>


      IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands and
seals to this instrument, as of the date first above written.

                                            MEDICAL MEDIA TELEVISION, INC.

                                            By: /s/ Philip Cohen
                                                --------------------------------
                                                Philip Cohen,
                                                President and CEO


                                            HOLDER:

                                            VICIS CAPITAL MASTER FUND
                                              By:  Vicis Capital LLC

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