Ex. 10.111-Guarantor Security Agreement between PetCARE TV and Vicis


                          GUARANTOR SECURITY AGREEMENT

      THIS GUARANTOR SECURITY  AGREEMENT (this "Security  Agreement") is made as
of February 1, 2007 by and between PetCARE Television  Network,  Inc., a Florida
corporation ("Debtor"),  and VICIS CAPITAL MASTER FUND ("Vicis"), a trust formed
under the laws of the Cayman Islands.

                                    RECITALS

      A. Debtor is a wholly-owned subsidiary of MEDICAL MEDIA TELEVISION,  INC.,
a Florida corporation ("Borrower").

      B.  Pursuant to a Note  Purchase  Agreement  of even date  herewith by and
between Vicis and Borrower (as amended or modified from time to time,  the "Note
Purchase  Agreement") and a 10% Secured  Convertible  Promissory Note due August
11, 2007 issued by Borrower to Vicis (as amended or modified  from time to time,
the "Note"),  Vicis has made a $250,000  loan (the "Loan") to Borrower.  Debtor,
Borrower and any other guarantor of the Loan are the intended  beneficiaries  of
the Loan and, as such, the Loan will benefit the Guarantor.

      C. It is a  condition  precedent  to Vicis  making  the Loan  that  Debtor
execute and deliver to Vicis a security  agreement in the form  hereof.  This is
the Guarantor Security Agreement referred to in the Note Purchase Agreement.

                                   AGREEMENTS

      In  consideration  of  the  Recitals  and  for  other  good  and  valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Debtor hereby agrees with Vicis as follows:

                                    ARTICLE I
                                   DEFINITIONS

      Capitalized  terms not defined herein shall have the meaning given to them
in the Note Purchase  Agreement.  Terms not otherwise defined herein and defined
in the UCC shall have, unless the context otherwise  requires,  the meanings set
forth  in the  UCC as in  effect  on the  date  hereof  (except  that  the  term
"document"  shall only have the  meaning  set forth in the UCC for  purposes  of
clause  (d) of the  definition  of  Collateral).  When  used  in  this  Security
Agreement, the following terms shall have the following meanings:

      Accounts. "Accounts" shall mean all accounts, including without limitation
all rights to payment for goods sold or services rendered that are not evidenced
by instruments or chattel paper,  whether or not earned by performance,  and any
associated rights thereto.

      Collateral.  "Collateral" shall mean all personal properties and assets of
Debtor, wherever located, whether tangible or intangible,  and whether now owned
or hereafter acquired or arising, including without limitation:

            (a) all Inventory and documents relating to Inventory;


<PAGE>


            (b) all Accounts and documents relating to Accounts;

            (c) all  equipment,  fixtures  and other  goods,  including  without
limitation machinery, furniture, vehicles and trade fixtures;

            (d) all general  intangibles  (including  without limitation payment
intangibles, software, customer lists, sales records and other business records,
contract rights, causes of action, and licenses, permits,  franchises,  patents,
copyrights,  trademarks,  and goodwill of the business in which the trademark is
used,  trade  names,  or  rights  to any of the  foregoing),  promissory  notes,
contract  rights,  chattel  paper,   documents,   letter-of-credit   rights  and
instruments;

            (e) all motor vehicles;

            (f) (i) all deposit  accounts and (ii) all cash and cash equivalents
deposited with or delivered to Vicis from time to time and pledged as additional
security for the Obligations;

            (g) all investment property;

            (h) all commercial tort claims; and

            (i) all  additions  and  accessions  to, all spare and repair parts,
special tools,  equipment and replacements for, and all supporting  obligations,
proceeds  and  products  of, any and all of the  foregoing  assets  described in
Sections (a) through (h), inclusive, above.

      Event of Default.  "Event of Default" shall have the meaning  specified in
the Note Purchase Agreement.

      Inventory.   "Inventory"  shall  mean  all  inventory,  including  without
limitation all goods held for sale,  lease or  demonstration  or to be furnished
under contracts of service, goods leased to others, trade-ins and repossessions,
raw  materials,  work in process  and  materials  used or  consumed  in Debtor's
business,  including, without limitation, goods in transit, wheresoever located,
whether  now owned or  hereafter  acquired  by Debtor,  and shall  include  such
property the sale or other  disposition  of which has given rise to Accounts and
which has been returned to or repossessed or stopped in transit by Debtor.

      Obligations.   "Obligations"  shall  mean  (a)  all  debts,   liabilities,
obligations,  covenants and agreements of Debtor contained in the Guaranty dated
of even date  herewith  by  Debtor in favor of Vicis;  and (b) any and all other
debts, liabilities and obligations of Debtor to Vicis.

      Person.  "Person"  shall  mean and  include  an  individual,  partnership,
corporation,  trust,  unincorporated  association  and any unit,  department  or
agency of government.

      Security  Agreement.   "Security  Agreement"  shall  mean  this  Guarantor
Security Agreement, together with the schedules attached hereto, as the same may
be amended,  supplemented or otherwise  modified from time to time in accordance
with the terms hereof.


                                       2


<PAGE>


      Security Interest. "Security Interest" shall mean the security interest of
Vicis in the Collateral granted by Debtor pursuant to this Security Agreement.

      UCC.  "UCC" shall mean the Uniform  Commercial  Code as adopted in Florida
and in effect from time to time.

                                   ARTICLE II
              THE SECURITY INTEREST; REPRESENTATIONS AND WARRANTIES

      2.1 The Security  Interest.  To secure the full and  complete  payment and
performance when due (whether at stated maturity, by acceleration, or otherwise)
of each of the Obligations, Debtor hereby grants to Vicis a security interest in
all of Debtor's right, title and interest in and to the Collateral.

      2.2 Representations and Warranties.  Debtor hereby represents and warrants
to Vicis that:

            (a) The  records  of  Debtor  with  respect  to the  Collateral  are
presently located only at the address(es)  listed on Schedule 1 attached to this
Security Agreement.

            (b) The  Collateral  is presently  located  only at the  location(s)
listed on Schedule 1 attached to this Security Agreement.

            (c) The chief  executive  office and chief  place(s)  of business of
Debtor are  presently  located at the  address(es)  listed on Schedule 1 to this
Security Agreement.

            (d) Debtor is a Florida  corporation and its exact legal name is set
forth in the  definition  of  "Debtor"  in the  introductory  paragraph  of this
Security Agreement.  The organization  identification number of Debtor is listed
on Schedule 1 to this Security Agreement.

            (e)  All  of  Debtor's  present  patents  and  trademarks,  if  any,
including those which have been registered with, or for which an application for
registration  has been filed in, the United States  Patent and Trademark  Office
are listed on Schedule 2 attached to this  Security  Agreement.  All of Debtor's
present copyrights registered with, or for which an application for registration
has been filed in, the United States  Copyright  Office or any similar office or
agency of any state or any other  country  are listed on  Schedule 2 attached to
this Security Agreement.

            (f) Debtor has good title to, or valid leasehold interest in, all of
the Collateral and there are no Liens on any of the Collateral  except Permitted
Liens.

      2.3 Authorization to File Financing Statements.  Debtor hereby irrevocably
authorizes  Vicis  at any  time  and  from  time  to  time  to  file  in any UCC
jurisdiction any initial  financing  statements and amendments  thereto that (a)
indicate the Collateral (i) as all assets of Debtor or words of similar  effect,
regardless of whether any particular  asset  comprised in the  Collateral  falls
within the scope of Article 9 of the UCC or such other jurisdiction,  or (ii) as
being of an equal or lesser  scope or with greater  detail,  and (b) contain any
other information required by part 5 of Article 9 of the UCC for the sufficiency
of filing office acceptance of any financing  statement or amendment,  including
whether Debtor is an  organization,  the type of  organization  and any state or
federal organization  identification  number issued to Debtor.  Debtor agrees to
furnish  any such  information  to Vicis  promptly  upon  request.  Debtor  also
ratifies its  authorization  for Vicis to have filed in any UCC jurisdiction any
like initial  financing  statements or amendments  thereto if filed prior to the
date hereof.


                                       3


<PAGE>


                                  ARTICLE III
                              AGREEMENTS OF DEBTOR

      From and after the date of this Security  Agreement,  and until all of the
Obligations are paid in full, Debtor shall:

      3.1 Sale of Collateral.  Not sell, lease, transfer or otherwise dispose of
Collateral or any interest therein,  except as provided for in the Note Purchase
Agreement and for sales of Inventory in the ordinary course of business.

      3.2 Maintenance of Security Interest.

            (a) At the expense of Debtor,  defend the Security  Interest against
any and all  claims of any  Person  adverse  to Vicis and take such  action  and
execute such financing  statements and other documents as Vicis may from time to
time request to maintain the perfected status of the Security  Interest.  Debtor
shall not further encumber or grant a security interest in any of the Collateral
except as provided for in the Note Purchase Agreement.

            (b) Debtor  further  agrees to take any other  action  requested  by
Vicis to ensure  the  attachment,  perfection  and first  priority  of,  and the
ability  of  Vicis  to  enforce  its  security  interest  in any  and all of the
Collateral including,  without limitation, (i) executing,  delivering and, where
appropriate,  filing financing  statements and amendments relating thereto under
the UCC, to the extent,  if any,  that  Debtor's  signature  thereon is required
therefor, (ii) complying with any provision of any statute, regulation or treaty
of the United States as to any Collateral if compliance with such provision is a
condition  to  attachment,  perfection  or  priority  of, or ability of Vicis to
enforce,  its  security  interest in such  Collateral,  (iii) taking all actions
required by any earlier  versions  of the UCC (to the extent  applicable)  or by
other law, as  applicable in any relevant UCC  jurisdiction,  or by other law as
applicable  in  any  foreign  jurisdiction,  and  (iv)  obtaining  waivers  from
landlords where any of the tangible  Collateral is located in form and substance
satisfactory to Vicis.

      3.3  Locations.  Give Vicis at least thirty (30) days prior written notice
of Debtor's intention to relocate the tangible  Collateral (other than Inventory
in transit) or any of the records  relating to the Collateral from the locations
listed on  Schedule  1  attached  to this  Security  Agreement,  in which  event
Schedule 1 shall be deemed  amended to include the new location.  Any additional
filings or refilings  requested by Vicis as a result of any such  relocation  in
order to maintain the Security  Interest in the Collateral  shall be at Debtor's
expense.

      3.4  Insurance.  Keep  the  Collateral  consisting  of  tangible  personal
property  insured  against  loss or damage to the  Collateral  under a policy or
policies  covering  such  risks as are  ordinarily  insured  against  by similar
businesses,  but  in any  event  including  fire,  lightning,  windstorm,  hail,
explosion, riot, riot attending a strike, civil commotion, damage from aircraft,
smoke and  uniform  standard  extended  coverage  and  vandalism  and  malicious
mischief  endorsements,  limited only as may be provided in the standard form of
such  endorsements  at the time in use in the applicable  state.  Such insurance
shall  be  for  amounts  not  less  than  the  actual  replacement  cost  of the
Collateral. No policy of insurance shall be so written that the proceeds thereof
will produce less than the minimum coverage required by the preceding  sentence,
by reason of  co-insurance  provisions or  otherwise,  without the prior consent
thereto  in  writing  by  Vicis.   Debtor  will  obtain  lender's  loss  payable
endorsements on applicable insurance policies in favor of Vicis and will provide
certificates  of such  insurance  to Vicis.  Debtor  shall cause each insurer to
agree,  by  endorsement on the policy or policies or  certificates  of insurance
issued by it or by independent  instrument furnished to Vicis, that such insurer
will give thirty (30) days  written  notice to Vicis  before such policy will be
altered or canceled.  No settlement of any insurance claim shall be made without
Vicis's prior consent.  In the event of any insured loss,  Debtor shall promptly
notify Vicis thereof in writing,  and Debtor hereby  authorizes  and directs any
insurer concerned to make payment of such loss directly to Vicis as its interest
may appear.  Vicis is authorized,  in the name and on behalf of Debtor,  to make
proof of loss and to adjust,  compromise and collect, in such manner and amounts
as it shall determine, all claims under all policies; and Debtor agrees to sign,
on demand of Vicis, all receipts, vouchers, releases and other instruments which
may be necessary or desirable in aid of this authorization.  The proceeds of any
insurance  from  loss,  theft,  or damage to the  Collateral  shall be held in a
segregated  account  established  by Vicis  and  disbursed  and  applied  at the
discretion of Vicis,  either in reduction of the  Obligations  or applied toward
the repair, restoration or replacement of the Collateral.


                                       4


<PAGE>


      3.5 Name;  Legal  Status.  (a)  Without  providing  at least 30 days prior
written notice to Vicis,  Debtor will not change its name, its place of business
or, if more  than  one,  chief  executive  office,  or its  mailing  address  or
organizational  identification number if it has one, (b) if Debtor does not have
an  organizational  identification  number and later  obtains one,  Debtor shall
forthwith notify Vicis of such  organizational  identification  number,  and (c)
Debtor will not change its type of organization or jurisdiction of organization.

                                   ARTICLE IV
                               RIGHTS AND REMEDIES

      4.1 Right to Cure.  In case of failure  by Debtor to  procure or  maintain
insurance,  or to pay any  fees,  assessments,  charges  or taxes  arising  with
respect  to the  Collateral,  Vicis  shall  have the  right,  but  shall  not be
obligated,  to effect such insurance or pay such fees,  assessments,  charges or
taxes, as the case may be, and, in that event, the cost thereof shall be payable
by Debtor to Vicis immediately upon demand,  together with interest at an annual
rate equal 10% from the date of  disbursement by Vicis to the date of payment by
Debtor.

      4.2 Rights of Parties.  Upon the occurrence and during the  continuance of
an Event of Default,  in addition to all the rights and remedies provided in the
Transaction  Documents or in Article 9 of the UCC and any other  applicable law,
Vicis may (but is under no obligation so to do):

            (a) require Debtor to assemble the Collateral at a place  designated
by Vicis, which is reasonably convenient to the parties; and


                                       5


<PAGE>


            (b)  take  physical  possession  of  Inventory  and  other  tangible
Collateral  and of  Debtor's  records  pertaining  to all  Collateral  that  are
necessary to properly  administer and control the Collateral or the handling and
collection of Collateral, and sell, lease or otherwise dispose of the Collateral
in whole or in part,  at public  or  private  sale,  on or off the  premises  of
Debtor; and

            (c)  collect  any and all money due or to become due and  enforce in
Debtor's name all rights with respect to the Collateral; and

            (d) settle,  adjust or  compromise  any dispute  with respect to any
Account; and

            (e) receive and open mail addressed to Debtor; and

            (f) on  behalf of  Debtor,  endorse  checks,  notes,  drafts,  money
orders, instruments or other evidences of payment.

      4.3 Power of Attorney.  Upon the occurrence and during the  continuance of
an Event of Default, Debtor does hereby constitute and appoint Vicis as Debtor's
true and lawful attorney with full power of substitution  for Debtor in Debtor's
name,  place and stead for the purposes of performing  any  obligation of Debtor
under this Security Agreement and taking any action and executing any instrument
which Vicis may deem  necessary or advisable to perform any obligation of Debtor
under this Security Agreement, which appointment is irrevocable and coupled with
an interest, and shall not terminate until the Obligations are paid in full.

      4.4  Right  to  Collect  Accounts.  Upon the  occurrence  and  during  the
continuance  of an Event of Default and without  limiting  Debtor's  obligations
under the Transaction  Documents:  (a) Debtor authorizes Vicis to notify any and
all debtors on the Accounts to make payment  directly to Vicis (or to such place
as Vicis may  direct);  (b) Debtor  agrees,  on written  notice from  Vicis,  to
deliver to Vicis  promptly upon receipt  thereof,  in the form in which received
(together with all necessary  endorsements),  all payments received by Debtor on
account  of any  Account;  and (c)  Vicis  may,  at its  option,  apply all such
payments  against  the  Obligations  or remit  all or part of such  payments  to
Debtor.

      4.5  Reasonable  Notice.  Written  notice,  when  required by law, sent in
accordance  with the  provisions of Section 12.6 of the Note Purchase  Agreement
and given at least ten (10) calendar days  (counting the day of sending)  before
the date of a proposed disposition of the Collateral shall be reasonable notice.

      4.6 Limitation on Duties Regarding Collateral. The sole duty of Vicis with
respect to the custody,  safekeeping and physical preservation of the Collateral
in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal
with it in the same  manner as Vicis  deals with  similar  property  for its own
account. Neither Vicis nor any of its directors,  officers, employees or agents,
shall be liable  for  failure to  demand,  collect  or  realize  upon any of the
Collateral or for any delay in doing so or shall be under any obligation to sell
or otherwise dispose of any Collateral upon the request of Debtor or otherwise.

      4.7 Lock Box; Collateral Account. This Section 4.7 shall be effective only
upon the occurrence and during the continuance of an Event of Default.  If Vicis
so requests in writing,  Debtor will direct each of its debtors on the  Accounts
to make payments due under the relevant  Account or chattel paper  directly to a
special lock box to be under the control of Vicis.  Debtor hereby authorizes and
directs Vicis to deposit into a special collateral account to be established and
maintained by Vicis all checks,  drafts and cash payments  received in said lock
box.  All  deposits in said  collateral  account  shall  constitute  proceeds of
Collateral and shall not constitute  payment of any Obligation until so applied.
At its option,  Vicis may, at any time, apply finally collected funds on deposit
in said collateral  account to the payment of the  Obligations,  in the order of
application  selected  in the sole  discretion  of Vicis,  or  permit  Debtor to
withdraw all or any part of the balance on deposit in said  collateral  account.
If a collateral  account is so established,  Debtor agrees that it will promptly
deliver to Vicis,  for deposit  into said  collateral  account,  all payments on
Accounts and chattel paper  received by it. All such payments shall be delivered
to Vicis in the form received (except for Debtor's endorsement where necessary).
Until so  deposited,  all  payments on Accounts  and chattel  paper  received by
Debtor  shall be held in trust by Debtor  for and as the  property  of Vicis and
shall not be commingled with any funds or property of Debtor.


                                       6


<PAGE>


      4.8 Application of Proceeds. Vicis shall apply the proceeds resulting from
any sale or disposition of the Collateral in the following order:

            (a) to the costs of any sale or other disposition;

            (b) to the expenses incurred by Vicis in connection with any sale or
other disposition, including attorneys' fees;

            (c) to the  payment  of the  Obligations  then due and  owing in any
order selected by Vicis; and

            (d) to Debtor.

      4.9 Other Remedies.  No remedy herein  conferred upon Vicis is intended to
be  exclusive  of any other  remedy  and each and  every  such  remedy  shall be
cumulative  and shall be in  addition  to every  other  remedy  given under this
Security  Agreement and the Transaction  Documents now or hereafter  existing at
law or in equity or by statute or otherwise.  No failure or delay on the part of
Vicis in  exercising  any right or remedy  hereunder  shall  operate as a waiver
thereof nor shall any single or partial exercise of any right hereunder preclude
other or further exercise thereof or the exercise of any other right or remedy.

                                   ARTICLE V
                                  MISCELLANEOUS

      5.1 Expenses and Attorneys'  Fees.  Debtor shall pay all fees and expenses
incurred by Vicis,  including the fees of counsel including in-house counsel, in
connection with the preparation,  administration  and amendment of this Security
Agreement and the  protection,  administration  and enforcement of the rights of
Vicis under this Security Agreement or with respect to the Collateral, including
without  limitation  the  protection  and  enforcement  of  such  rights  in any
bankruptcy.

      5.2 Setoff.  Debtor  agrees that Vicis shall have all rights of setoff and
bankers' lien provided by applicable law.


                                       7


<PAGE>


      5.3 Assignability;  Successors. Debtor's rights and liabilities under this
Security Agreement are not assignable or delegable, in whole or in part, without
the prior written  consent of Vicis.  The provisions of this Security  Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
the parties.

      5.4 Survival. All agreements,  representations and warranties made in this
Security  Agreement  or in any  document  delivered  pursuant  to this  Security
Agreement  shall survive the execution and delivery of this Security  Agreement,
and the delivery of any such document.

      5.5  Governing  Law.  This  Security  Agreement  shall be governed by, and
construed and interpreted in accordance  with, the laws of the State of New York
applicable to contracts made and wholly performed within such state.

      5.6  Counterparts;  Headings.  This Security  Agreement may be executed in
several  counterparts,  each of which  shall be  deemed  an  original,  but such
counterparts  shall  together  constitute  but one and the same  agreement.  The
article and  section  headings  in this  Security  Agreement  are  inserted  for
convenience of reference only and shall not constitute a part hereof.

      5.7 Notices.  All  communications or notices required or permitted by this
Security  Agreement  shall be given to Debtor (to be delivered care of Borrower)
in accordance with Section 12.6 of the Note Purchase Agreement.

      5.8 Amendment.  No amendment of this Security Agreement shall be effective
unless in writing and signed by Debtor and Vicis.

      5.9  Severability.  Any  provision  of this  Security  Agreement  which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  of  this  Security  Agreement  in such
jurisdiction or affecting the validity or enforceability of any provision in any
other jurisdiction.

      5.10 WAIVER OF RIGHT TO JURY TRIAL. VICIS AND DEBTOR ACKNOWLEDGE AND AGREE
THAT ANY  CONTROVERSY  WHICH MAY ARISE UNDER THIS  SECURITY  AGREEMENT  WOULD BE
BASED UPON DIFFICULT AND COMPLEX ISSUES AND,  THEREFORE,  THE PARTIES AGREE THAT
ANY  LAWSUIT  ARISING OUT OF ANY SUCH  CONTROVERSY  SHALL BE TRIED IN A COURT OF
COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

      5.11  Submission  to  Jurisdiction;  Service  of  Process.  As a  material
inducement to Vicis to make the Loan:

            (a) DEBTOR  AGREES  THAT ALL  ACTIONS OR  PROCEEDINGS  IN ANY MANNER
RELATING TO OR ARISING OUT OF THIS  SECURITY  AGREEMENT  MAY BE BROUGHT  ONLY IN
COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY OR THE FEDERAL  COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK AND DEBTOR CONSENTS TO THE JURISDICTION OF
SUCH COURTS.  DEBTOR  WAIVES ANY  OBJECTION IT MAY NOW OR HEREAFTER  HAVE TO THE
VENUE OF ANY SUCH COURT AND ANY RIGHT IT MAY HAVE NOW OR HEREAFTER HAVE TO CLAIM
THAT ANY SUCH ACTION OR PROCEEDING IS IN AN INCONVENIENT COURT; AND


                                       8


<PAGE>


            (b) Debtor  consents to the service of process in any such action or
proceeding by certified  mail sent to Debtor (to be delivered  care of Borrower)
at the address specified in Section 12.6 of the Note Purchase Agreement.


                            (signature page follows)


                                       9


<PAGE>


Ex. 10.111-Guarantor Security Agreement between PetCARE TV and Vicis


      IN WITNESS WHEREOF, this Guarantor Security Agreement has been executed as
of the day and year first above written.

                                          PetCARE Television Network, Inc.

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


                                          VICIS CAPITAL MASTER FUND
                                              By: Vicis Capital LLC

                                          By: /s/ Shad Stastney
                                              ----------------------------------
                                          Name: Shad Stastney
                                          Title: Chief Operating Officer


                      Signature Page to Security Agreement


<PAGE>


Ex. 10.111-Guarantor Security Agreement between PetCARE TV and Vicis


                        SCHEDULE 1 TO SECURITY AGREEMENT
                        --------------------------------

                             Locations of Collateral


Organizational ID:  20-2753242


Address of Debtor's records of Collateral and chief executive office:

      8406 Benjamin Road, Suite C
      Tampa, FL  33634


Collateral Locations:

      8406 Benjamin Road, Suite C
      Tampa, FL  33634


<PAGE>


                        SCHEDULE 2 TO SECURITY AGREEMENT
                        --------------------------------

                              Intellectual Property

Patents - None

Trademarks - None

Copyrights - None