--------------------------------------------------------------------------------

                            STOCK PURCHASE AGREEMENT

                                 By and Between

                         MEDICAL MEDIA TELEVISION, INC.

                                       and

                            VICIS CAPITAL MASTER FUND


                                 April __, 2007


--------------------------------------------------------------------------------


<PAGE>


                            STOCK PURCHASE AGREEMENT

      This STOCK PURCHASE  AGREEMENT (the  "Agreement"),  dated this __th day of
April,  2007, is made 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 "Purchaser").

                                 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  25,000,000  shares  (the  "Acquired  Shares") of the
Company's common stock, par value $.0005 per share (the "Common Stock").

      WHEREAS,  the Purchaser is also the holder of (a) certain  warrants issued
by the Company to acquire  Common  Stock of the Company  (the  "Warrants");  (b)
certain shares of preferred stock of the Company  convertible  into Common Stock
of the Company (the "Preferred  Shares");  and (c) certain  promissory notes and
debentures convertible into Common Stock of the Company (the "Notes").

      WHEREAS, the Warrants,  the Preferred Shares, and the Notes are subject to
certain  anti-dilution  provisions (the "Ratchet  Provisions")  that require the
Company to reduce the exercise price of the Warrants and the conversion price of
the Preferred  Shares and Notes in the event that the Company  issues its Common
Stock in certain  transactions  for a price less than the exercise  price of the
Warrants or the conversion  price of the Preferred  Shares or Notes, as the case
may be;

      WHEREAS,  although the Company's  issuance and sale of the Acquired Shares
to the  Purchaser  pursuant to this  Agreement  triggers  the Ratchet  Provision
described in the  preceding  paragraph,  the  Purchaser  has agreed to waive the
Ratchet  Provisions  contained  in the  Preferred  Shares  and  Notes  solely in
connection with this transaction.

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

                                   ARTICLE I
                    PURCHASE AND SALE OF THE ACQUIRED SHARES

      1.1  Purchase and Sale of the  Acquired  Shares.  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 Acquired Shares for
$250,000 in cash (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 April __,  2007 or at such other  place,  date or time as  mutually
agreeable to the parties (the "Closing Date).


<PAGE>


      1.3  Closing  Matters.  On the  Closing  Date,  subject  to the  terms and
conditions  hereof,  the Company  will deliver to the  Purchaser a  certificate,
registered in the name of the Purchaser,  representing the Acquired Shares.  The
Company  acknowledges receipt of the Purchase Price, which was received by it on
March 23, 2007.

                                   ARTICLE II
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

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

      2.1  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  or its  Subsidiaries  (as  defined  below) 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).

      2.2  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").  Except as set forth
on Schedule 2.2, 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.

      2.3 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.


                                       2


<PAGE>


      2.4 Capitalization.

            (a) Immediately before the Closing,  the authorized capital stock of
the Company  consists of: (i)  100,000,000  shares of Common Stock, of which (A)
21,121,302 shares are issued and outstanding, (B) no shares of Common Stock held
in treasury,  (C)  52,819,872  shares of Common Stock reserved for issuance upon
the exercise of options,  warrants and other securities  convertible into Common
Stock; and (ii) 25,000,000  shares of Preferred Stock, of which 1,682,044 shares
have been designated as "Series A Preferred  Stock,"  2,612,329 shares have been
designated  as  "Series  B  Preferred  Stock,"  and  400,000  shares  have  been
designated as "Series C Preferred  Stock," of which (X) 1,682,044  shares of the
Company's  Series A Preferred  Stock are issued and  outstanding,  (Y) 2,612,329
shares of the Company's Series B Preferred Stock are issued and outstanding, and
(Z)  32,242  shares of the  Company's  Series C  Preferred  Stock are issued and
outstanding.  All of such  issued and  outstanding  shares  have  been,  or upon
issuance will be, validly issued, are fully paid and nonassessable.

            (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  2.4(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) there are no outstanding options, warrants, scrip, rights
to subscribe to, calls or commitments of any character  whatsoever  relating to,
or securities or rights  convertible  into, or exercisable or exchangeable  for,
any  shares of  capital  stock of the  Company  or any of its  Subsidiaries,  or
contracts,  commitments,  understandings or arrangements by which the Company or
any of its  Subsidiaries  is or may become bound to issue  additional  shares of
capital stock of the Company or any of its  Subsidiaries  or options,  warrants,
scrip, rights to subscribe to, calls or commitments of any character  whatsoever
relating  to, or  securities  or rights  convertible  into,  or  exercisable  or
exchangeable  for,  any  shares of  capital  stock of the  Company or any of its
Subsidiaries;

                  (iii) there are no outstanding debt securities,  notes, credit
agreements,  credit  facilities or other  agreements,  documents or  instruments
evidencing  Indebtedness  (as defined in Section  2.13 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;


                                       3


<PAGE>


                  (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; and

                  (vii) the Company does not have any stock appreciation  rights
or "phantom stock" plans or agreements or any similar plan or agreement.

            (c) Except for the Warrants,  the Preferred  Stock and the Notes, or
as set  forth  in  Schedule  2.4(c),  there  are no  securities  or  instruments
containing   antidilution   provisions,   provisions   similar  to  the  Ratchet
Provisions,  or other similar  provisions that will be triggered by the issuance
of the Acquired Shares.

      2.5 Issuance of the  Acquired  Shares.  The  Acquired  Shares to be issued
hereunder are duly  authorized and, upon payment and issuance in accordance with
the terms hereof,  shall be fully paid and  nonassessable  and are free from all
taxes, Liens and charges with respect to the issuance thereof.

      2.6 Authorization;  Enforcement;  Validity.  The Company has the requisite
corporate  power and authority to enter into and perform its  obligations  under
this Agreement 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 Acquired
Shares 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 Acquired Shares,  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.

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


                                       4


<PAGE>


      2.8 Governmental Consents.  Except for the filing of a Form D and Form 8-K
with the SEC, the Company is not  required to obtain any consent,  authorization
or order of, or make any filing or  registration  with, any court,  governmental
agency or any  regulatory  or  self-regulatory  agency or any other  Person  (as
hereinafter  defined) in order for it to execute,  deliver or perform any of its
obligations under or contemplated by the Transaction Documents, in each case, in
accordance  with the terms  hereof or  thereof.  All  consents,  authorizations,
orders,  filings and registrations which the Company is required to obtain at or
prior to the Closing  pursuant to the  preceding  sentence have been obtained or
effected.  The  Company  is unaware of any facts or  circumstances  which  might
prevent the Company from obtaining or effecting any of the foregoing.

      2.9  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 Acquired Shares.

      2.10 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
Acquired  Shares under the Securities Act or cause this offering of the Acquired
Shares to be integrated  with prior offerings by the Company for purposes of the
Securities Act or any applicable stockholder approval provisions.

      2.11  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.

      2.12 Litigation. Except as set forth on Schedule 2.12, 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.


                                       5


<PAGE>


      2.13  Indebtedness  and Other  Contracts.  Except as  disclosed in the SEC
Documents or otherwise set forth on Schedule  2.13,  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.

      2.14 Financial Information; SEC Documents. Except as set forth on Schedule
2.14, 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.


                                       6


<PAGE>


      2.15 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.

      2.16 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.


                                       7


<PAGE>


            (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.

      2.17  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.

      2.18 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.

      2.19 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.

      2.20 Title.  Except as set forth on Schedule 2.20, 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.


                                       8


<PAGE>


      2.21 Intellectual Property Rights.  Schedule 2.21 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.

      2.22 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.

      2.23 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.


                                       9


<PAGE>


      2.24  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.

      2.25 Investment  Company Status. The Company is not, and immediately after
receipt of payment for the Acquired Shares 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.

      2.26  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 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.

      2.27  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 consolidated
balance sheet of the Company and its  Subsidiaries  as of December 31, 2006. The
quantities of each type of inventory (whether raw materials, work-in-process, or
finished  goods) are not  excessive,  but are  reasonable  and  warranted in the
present circumstances of the Company.

      2.28 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 III
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

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


                                       10


<PAGE>


      3.1  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.

      3.2  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.

      3.3 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
Acquired Shares 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 Acquired  Shares.  The Purchaser,  in making the
decision  to  purchase  the  Acquired   Shares,   has  relied  upon  independent
investigation   made  by  it  and  has  not   relied  on  any   information   or
representations made by third parties.

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

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

      3.6  Resale.  The parties  intend that the offer and sale of the  Acquired
Shares 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 Acquired Shares purchased hereunder have
not been,  and may never be,  registered  under the  Securities Act and that the
Acquired  Shares 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 Acquired Shares
may be sold or  transferred  only in  compliance  with  such  exemption  and all
applicable state and other securities laws).

      3.7 Reliance.  The Purchaser understands that the Acquired Shares 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.


                                       11


<PAGE>


                                   ARTICLE IV
                     CONDITIONS TO CLOSING OF THE PURCHASERS

      The  obligation  of the  Purchaser to purchase the Acquired  Shares 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:

      4.1  Representations  and  Warranties  Correct.  The  representations  and
warranties  in Article II 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.

      4.2  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.

      4.3 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  Acquired  Shares.  At the time of the
Closing,  the purchase of the Acquired  Shares 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.

      4.4 Other  Agreements  and  Documents.  Company  shall have  executed  and
delivered the following agreements and documents:

            (a)  A  certificate,  registered  in  the  name  of  the  Purchaser,
representing the Acquired Shares;

            (b) A certificate  of good standing with respect to the Company from
the Secretary of State of Florida; and

            (c) A  certificate  of the  Company's  Secretary,  dated the Closing
Date, certifying (i) the fulfillment of the conditions specified in Sections 4.1
and 4.2 of this Agreement,  (ii) the Board resolutions  approving this Agreement
and the transactions  contemplated  hereby,  (iii) the Company's  certificate of
incorporation, and (iv) other matters as the Purchaser shall reasonably request.

      4.5 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.


                                       12


<PAGE>


                                   ARTICLE V
                      CONDITIONS TO CLOSING OF THE COMPANY

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

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

      5.2 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  Acquired  Shares.  At the time of the
Closing,  the purchase of the Acquired  Shares 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.

      5.3  Payment of  Purchase  Price.  The  Company  shall have  received  the
Purchase Price. The Company hereby  acknowledges  receipt of the Purchase Price,
which it received on March 23, 2007.

                                   ARTICLE VI
                                 INDEMNIFICATION

      6.1  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.

      6.2  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.

      6.3  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 6.1 or 6.2 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.


                                       13


<PAGE>


                                   ARTICLE VII
                                  MISCELLANEOUS

      7.1 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,  without regard to the conflicts of
laws thereof.

      7.2 Survival.  Except as specifically provided herein, the representations
and  warranties  made herein shall  survive until the first  anniversary  of the
Closing  Date;  provided  that,  the  covenants  and  agreements  herein and the
representations  and  warranties  contained in Sections 2.1, 2.2, 2.3, 2.4, 2.5,
2.6, 2.7, 2.11, and 2.28 hereof shall survive indefinitely.

      7.3 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.

      7.4 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,  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.

      7.5 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.

      7.6  Notices,  etc.  All notices,  demands or other  communications  given
hereunder  shall be in  writing  and shall be  sufficiently  given if  delivered
either personally 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:

                8406 Benjamin Road, Suite C
                Tampa, Florida  33634
                Attn: Philip Cohen, Chief Executive Officer


                                       14


<PAGE>


            (b) if to a Purchaser:

                Vicis Capital Master Fund
                Tower 56, Suite 700
                126 E. 56th Street, 7th Floor
                New York, NY 10022
                Attn: Shad Stastney

            with a copy to:

                Andrew D. Ketter, Esq.
                Quarles & Brady LLP
                411 East Wisconsin Avenue
                Milwaukee, Wisconsin 53202

      7.7 Delays or Omissions. No delay or omission to exercise any right, power
or remedy  accruing  to any  holder of any  Acquired  Shares  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.

      7.8  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.

      7.9 [Intentionally Omitted].

      7.10 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 7.6 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.


                                       15


<PAGE>


      7.11  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.

      7.12 Further Assurances. The parties agree to execute and deliver all such
further  documents,  agreements and  instruments and take such other and further
action as may be necessary or  appropriate  to carry out the purposes and intent
of this Agreement.

      7.13  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.

      7.14 Adjustments Pursuant to Ratchet Provisions.

            (a) Adjustment to Warrants.  The parties agree and acknowledge  that
as a result of the  issuance  of the  Acquired  Shares  hereunder,  the  Ratchet
Provisions  contained in the Warrants require the Company to adjust the exercise
price of all such  Warrants  to $.01 per share of Common  Stock.  Within 20 days
after the Closing,  the Company agrees to deliver to Purchaser new warrants (the
"New  Warrants")  in the name of Purchaser  in a form  identical to the existing
Warrants with the new exercise price of $.01 per share of Common Stock. Promptly
upon receipt of the New Warrants, the Purchaser agrees to deliver to the Company
for cancellation the existing Warrants.

            (b)  Adjustment to the Preferred  Shares and Notes.  Notwithstanding
the fact that as a result of the issuance of the Acquired Shares hereunder,  the
Ratchet  Provisions  applicable  to the  Preferred  Shares  and the Notes  would
require the Company to adjust the conversion  price of all such Preferred Shares
and the Notes to $.01 per share of Common Stock,  the Purchaser agrees to waive,
in connection  with this  transaction  only, its right to require the Company to
adjust such conversion  prices.  The parties agree that (i) the foregoing waiver
shall not be deemed to be a waiver of such  right  with  respect  to any  future
transactions by the Company,  (ii) that the foregoing  waiver shall not preclude
the Purchaser from further enforcement of the Ratchet  Provisions,  and (iii) in
the event the Company breaches its representations  and warranties  contained in
Section 2.4(c),  in addition to any other remedies  available to Purchaser,  (y)
the foregoing waiver shall  automatically be rescinded and shall no longer be of
any force or effect and (z) the Company shall pay to the Purchaser as liquidated
damages $100,000 in cash.


                                       16


<PAGE>


      IN WITNESS  WHEREOF,  the  parties  hereto have duly  executed  this Stock
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