Ex. 10.105-Stock Pledge and Escrow Agreement with Vicis


                        STOCK PLEDGE AND ESCROW AGREEMENT

      THIS STOCK PLEDGE AND ESCROW  AGREEMENT  (this  "Agreement"),  dated as of
February 1, 2007,  is made by and between  MEDICAL  MEDIA  TELEVISION,  INC.,  a
Florida  corporation  ("Pledgor"),  and VICIS CAPITAL MASTER FUND  ("Vicis"),  a
trust formed under the laws of the Cayman Islands.  All  capitalized  terms used
herein without  definitions shall have the respective  meanings ascribed to them
in the Note  Purchase  Agreement of even date  herewith by and between Vicis and
Pledgor (the "Note Purchase Agreement").

                                    RECITALS

      A. Pledgor is the legal and beneficial owner of the Pledged  Interests (as
hereinafter defined) hereby pledged by Pledgor.

      B. Pursuant to the Note Purchase  Agreement and a 10% Secured  Convertible
Promissory  Note due August 11,  2007  issued by Pledgor to Vicis (as amended or
modified  from time to time,  the "Note"),  Vicis has made a $250,000  loan (the
"Loan") to Pledgor.

      C. In order to secure the full and prompt payment when due (whether at the
stated maturity,  by acceleration or otherwise) of the Note and to secure all of
the Company's  Obligations  (as hereinafter  defined) to Vicis,  the Pledgor has
agreed to  irrevocably  pledge to Vicis the Pledged  Interests  (as  hereinafter
defined).

      D. It is a  condition  precedent  to Vicis  making  the Loan that  Pledgor
execute and  deliver to Vicis a stock  pledge and escrow  agreement  in the form
hereof.  This is the Stock  Pledge  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,
Pledgor hereby agrees with Vicis, as follows:

      1. Defined  Terms.  All terms  defined in the Uniform  Commercial  Code in
effect  from  time to time in the  State  and used  herein  shall  have the same
definitions herein as specified therein; provided, however, if a term is defined
in Article 9 of the Uniform  Commercial  Code of the State  differently  than in
another Article of the Uniform  Commercial  Code of the State,  the term has the
meaning  specified in Article 9. As used herein,  the  following  terms have the
following meanings:

            "Code" means the Uniform Commercial Code from time to time in effect
in the State.

            "Collateral" means the Pledged Interests and all Proceeds.

            "Issuer" means each issuer of Pledged Interests listed on Schedule 1
hereto.


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            "Obligations"  shall mean (a) the principal of, and interest on, the
Note,  and any  renewal,  extension  or  refinancing  thereof;  (b)  all  debts,
liabilities,  obligations,  covenants and agreements of Pledgor contained in the
Transaction  Documents;  and  (c)  any  and all  other  debts,  liabilities  and
obligations of Pledgor to Vicis.

            "Pledged  Interests"  means  the  membership  interests,  shares  of
capital stock or other equity  interests  listed on Schedule 1 hereto,  together
with all  membership  or stock  certificates,  options  or rights of any  nature
whatsoever  that may be issued or granted by Issuer to Pledgor in respect of the
Pledged Interests while this Agreement is in effect.

            "Proceeds"  means all  "proceeds" as such term is defined in Section
9-102 of the Code and shall include, without limitation,  all dividends or other
income from the Pledged Interests,  collections  thereon,  or distributions with
respect thereto.

            "Securities Act" means the Securities Act of 1933, as amended.

            "State" means the State of Florida.

      2. Pledge;  Grant of Security  Interest.  Pledgor hereby grants to Vicis a
first  priority  security  interest in the Collateral as security for the prompt
and complete performance of all of the Obligations.

      3.  Escrow  of  Pledged  Interests.   Pledgor  has  previously   delivered
certificates  representing  the  Pledged  Interests  to Quarles & Brady LLP (the
"Escrow  Agent")  pursuant to that certain  Stock  Pledge and Escrow  Agreement,
dated August 11, 2006. Such stock certificates shall be held by the Escrow Agent
until released pursuant to the terms of Section 4 below.

      4.  Release of Pledged  Interests  from  Escrow.  Upon the  earlier of (a)
payment of all amounts due to Vicis under the Note in accordance  with its terms
or (b) the full  conversion of the Note into common stock of the Pledgor,  Vicis
and Pledgor  shall  jointly  notify the Escrow  Agent to such effect in writing.
Upon  receipt of such  written  notice,  the Escrow  Agent  shall  return to the
Pledgor the certificates  representing the Pledged Interests,  whereupon any and
all   rights  of  Vicis  in  the   Pledged   Interests   shall  be   terminated.
Notwithstanding  anything to the contrary contained herein,  upon the earlier of
(a) payment of all amounts  due to Vicis under the Note in  accordance  with its
terms or (b) the full  conversion  of the Note into common stock of the Pledgor,
Vicis's  security  interest  and rights in and to the  Pledged  Interests  shall
terminate.

      5. Concerning the Escrow Agent.

            (a)  Disputes.  If any dispute  arises  with  respect to the Pledged
Interests or this  Agreement,  or if any  disagreements  arise among the parties
hereto with respect to the interpretation of this Agreement, or concerning their
rights and obligations hereunder, or the propriety of any action contemplated by
the Escrow  Agent  hereunder,  or if the Escrow  Agent in good faith is in doubt
what action should be taken  hereunder,  the Escrow Agent shall not be obligated
to resolve the dispute or disagreement or to release the Pledged Interests,  but
may commence an action in the nature of an interpleader  and seek to deposit the
Pledged  Interests  with a court  of  competent  jurisdiction,  and  thereby  be
discharged  from any  further  duty or  obligation  with  respect to the Pledged
Interests . Upon the  interpleader  action being properly  brought,  all parties
being  joined and the Pledged  Interests  being  deposited  with the court,  the
Escrow Agent shall be discharged from any obligations  accruing  thereafter with
respect to the Pledged Interests. The Escrow Agent, in its sole discretion, may,
in lieu of filing such action in interpleader,  elect to cease performance under
this Agreement in connection with any  instruction or notice received  regarding
the release of the Pledged Interests until the Escrow Agent has received:  (a) a
written  notice of  resolution  of such  dispute or  disagreement  signed by the
parties to such  dispute or  disagreement,  or (b) a  certified  copy of a final
judgment  of a  court  of  competent  jurisdiction,  provided,  however,  that a
certified copy of a final judgment shall serve as a valid  determination only if
the time for appeal has expired and no appeal has been  perfected or all appeals
have been exhausted or no right of appeal exists.


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            (b) Extent of Duties of Escrow Agent.

                  (i) The Escrow Agent shall be responsible only for performance
of its duties as specified in this Agreement,  and no implied covenants,  duties
or obligations shall bind or be enforceable against the Escrow Agent. The Escrow
Agent  shall not be liable to any person or entity for any act or failure to act
unless due to the Escrow Agent's willful misconduct.

                  (ii) Subject to Section 5(b)(i) hereof, the Escrow Agent shall
not be liable for any action  taken or omitted by it, or any action  suffered by
it to be taken or administered in good faith and in the exercise of its own best
judgment,  and may rely  conclusively  and shall be  protected in acting in good
faith upon any order, notice, demand, certificate,  advice of counsel (including
counsel selected by the Escrow Agent),  statement,  instrument,  report or other
document (not only as to its due  execution  and the validity and  effectiveness
thereof,  but also as to the truth and acceptability of any information  therein
contained) which is reasonably believed by the Escrow Agent to be genuine and to
be signed by the proper person or persons.

                  (iii)  Pledgor and Vicis shall  indemnify the Escrow Agent and
hold it harmless from any and all claims,  liabilities,  damages, losses, or any
other expenses,  fees or charges of any character or nature,  which it may incur
or with which it may be threatened by reason of its acting as Escrow Agent under
this Agreement,  including but not limited to any and all damages, costs, losses
and other expenses, including reasonable attorneys' fees and expenses, resulting
from or arising in connection with any action,  suit, or proceeding  incident to
the  Escrow  Agent's  acting as such  hereunder,  unless  such  action,  suit or
proceeding relates to the Escrow Agent's willful misconduct.

            (c) Conflict Waiver. THE PLEDGOR HEREBY ACKNOWLEDGES THAT THE ESCROW
AGENT IS ACTING AS LEGAL  COUNSEL TO VICIS IN CONNECTION  WITH THE  TRANSACTIONS
CONTEMPLATED AND REFERRED TO HEREIN. THE PLEDGOR AGREES THAT IN THE EVENT OF ANY
DISPUTE  ARISING IN  CONNECTION  WITH THIS  AGREEMENT OR OTHERWISE IN CONNECTION
WITH ANY  TRANSACTION  OR AGREEMENT  CONTEMPLATED  AND  REFERRED TO HEREIN,  THE
ESCROW AGENT SHALL BE  PERMITTED TO CONTINUE TO REPRESENT  VICIS AND THE PLEDGOR
WILL NOT SEEK TO DISQUALIFY SUCH COUNSEL AND WAIVES ANY OBJECTION  PLEDGOR MIGHT
HAVE WITH RESPECT TO THE ESCROW  AGENT  ACTING AS THE ESCROW  AGENT  PURSUANT TO
THIS AGREEMENT AND LEGAL COUNSEL TO VICIS.


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      6. Representations and Warranties. Pledgor represents and warrants that:

            (a) all the  shares  of such  Pledged  Interests  have been duly and
validly issued and are fully paid and nonassessable;

            (b) Pledgor is the record and beneficial  owner of, and has good and
marketable  title  to,  such  Pledged  Interests,  free of any and all  liens or
options  in favor of, or  claims  of,  any other  person,  except  the  security
interest created by this Agreement; and

            (c) upon either (i) the delivery to Vicis of the stock or membership
interest  certificates  evidencing  such  Pledged  Interests  and the  stock  or
membership  interest powers or (ii) the filing of a financing  statement listing
Pledgor as debtor and Vicis as secured party and describing the Collateral,  the
security  interest created by this Agreement will constitute a valid,  perfected
first  priority  security  interest  in  the  Collateral   granted  by  Pledgor,
enforceable  in  accordance  with its terms against all creditors of Pledgor and
any persons  purporting  to purchase  any  Collateral  from  Pledgor,  except as
affected  by  bankruptcy,  insolvency,  fraudulent  conveyance,  reorganization,
moratorium  and other  similar laws relating to or affecting  creditors'  rights
generally,  general equitable  principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.

      7. Covenants. Pledgor covenants and agrees with Vicis that, from and after
the date of this Agreement until the Obligations are performed in full:

            (a) If Pledgor  shall,  as a result of its  ownership of any Pledged
Interests,  become  entitled to receive or shall receive any stock or membership
interest   certificate   (including,   without   limitation,   any   certificate
representing  a stock or  membership  interest  dividend  or a  distribution  in
connection  with any  reclassification,  increase or reduction of capital or any
certificate  issued in connection  with any  reorganization),  option or rights,
whether in addition to, in  substitution  of, as a conversion of, or in exchange
for any shares of any  Pledged  Interests,  or  otherwise  in  respect  thereof,
Pledgor shall accept the same as the agent of Vicis,  hold the same in trust for
Vicis and deliver the same forthwith to Vicis in the exact form  received,  duly
indorsed by Pledgor to Vicis,  if required,  together  with an undated  stock or
membership  interest power covering such  certificate  duly executed in blank by
Pledgor,  to be held by  Vicis,  subject  to the  terms  hereof,  as  additional
collateral security for the Obligations of Pledgor.  Any property distributed to
Pledgor  upon or in  respect  of any  Pledged  Interests  upon the  liquidation,
dissolution, recapitalization or reorganization of an Issuer, shall be delivered
to Vicis as additional  collateral  security for the Obligations of Pledgor.  If
any property  distributed in respect of any Pledged  Interests shall be received
by Pledgor while an Event of Default exists,  Pledgor shall, until such property
is delivered to Vicis,  hold the  property in trust for Vicis,  segregated  from
other property of Pledgor, as additional collateral security for the Obligations
of Pledgor.


<PAGE>


            (b) Without the prior  written  consent of Vicis,  Pledgor shall not
vote to enable, or take any other action to permit, an Issuer to issue any stock
or membership  interest or other equity securities of any nature or to issue any
other securities  convertible into or granting the right to purchase or exchange
for any stock or membership interest or other equity securities of any nature of
an Issuer, sell, assign,  transfer,  exchange, or otherwise dispose of, or grant
any option with respect to, the Collateral,  or create, incur or permit to exist
any lien or option in favor of, or any claim of any person with  respect to, any
of the Collateral,  or any interest  therein,  except for Pledgor and except for
the security interests created by this Agreement. Pledgor will defend the right,
title and  interest  of Vicis in and to the  Collateral  against  the claims and
demands of all persons whomsoever.

            (c) At any time and from time to time,  upon the written  request of
Vicis to  Pledgor,  and at its sole  expense,  Pledgor  will  promptly  and duly
execute and deliver such further instruments and documents and take such further
actions  as Vicis may  reasonably  request  for the  purposes  of  obtaining  or
preserving  the full  benefits  of this  Agreement  and of the rights and powers
herein  granted.  If any amount  payable under or in connection  with any of the
Collateral shall be or become evidenced by any promissory note, other instrument
or chattel  paper,  such note,  instrument or chattel paper shall be immediately
delivered to Vicis, duly endorsed in a manner  satisfactory to Vicis, to be held
as Collateral pursuant to this Agreement.

            (d) Pledgor  shall pay, and save Vicis  harmless  from,  any and all
liabilities with respect to, or resulting from any delay in paying,  any and all
stamp,  excise,  sales or other taxes which may be payable or  determined  to be
payable  with  respect  to  any of  the  Collateral  granted  by  Pledgor  or in
connection with any of the transactions contemplated by this Agreement.

            (e) Pledgor covenants and agrees to comply with the requirements set
forth in Articles VII and VIII of the Note Purchase Agreement.

      8. Voting  Rights.  Unless an Event of Default  shall have occurred and be
continuing,  and written notice that Vicis intends to exercise  voting rights is
given to Pledgor by Vicis, Pledgor shall be permitted to exercise all voting and
related rights with respect to such Pledged Interests;  provided,  however, that
no vote shall be cast or related right exercised or other action taken which, in
the reasonable  judgment of Vicis, would impair the Collateral or which would be
inconsistent with or result in any violation of any provision of this Agreement.

      9. Rights of Vicis.  If an Event of Default shall occur and be continuing,
Vicis  shall  have the  right to have any or all  shares  of  Pledged  Interests
registered in its name or the name of its nominee,  and Vicis or its nominee may
thereafter  exercise  all voting,  related and other rights  pertaining  to such
Pledged  Interests  at any  meeting of members or  shareholders  of an Issuer or
otherwise and any and all rights of conversion,  exchange,  subscription and any
other rights,  privileges or options  pertaining to such Pledged Interests as if
it were the absolute owner thereof (including,  without limitation, the right to
exchange at its discretion any and all of the Pledged Interests upon the merger,
consolidation,  reorganization,  recapitalization or other fundamental change in
the corporate or limited  liability  company structure of an Issuer, or upon the
exercise by Pledgor or Vicis of any right,  privilege  or option  pertaining  to
such Pledged Interests,  and in connection  therewith,  the right to deposit and
deliver any and all of such Pledged  Interests with any  committee,  depositary,
transfer  agent,  registrar  or other  designated  agency  upon  such  terms and
conditions as Vicis may determine).


<PAGE>


            The rights of Vicis hereunder shall not be conditioned or contingent
upon the  pursuit  by Vicis of any  right or  remedy  against  an  Issuer or any
obligor or against any other person which may be or become  liable in respect of
all or any part of the Obligations or against any collateral  security therefor,
guarantee  thereof or right of offset with respect  thereto.  Vicis shall not be
liable for any failure to demand, collect or realize upon all or any part of the
Collateral or for any delay in doing so, nor shall Vicis be under any obligation
to sell or otherwise  dispose of any  Collateral  upon the request of Pledgor or
any other  person  or to take any other  action  whatsoever  with  regard to the
Collateral or any part thereof.

      10. Remedies; Sale Proceeds.

            (a) If an Event of Default shall occur and be continuing,  Vicis may
exercise,  in  addition  to all  other  rights  and  remedies  granted  in  this
Agreement,  all rights and  remedies of a secured  party under the Code as Vicis
deems  advisable.  Without  limiting the  generality  of the  foregoing,  Vicis,
without   demand  of  performance   or  other  demand,   presentment,   protest,
advertisement  or notice of any kind (except any notice required by law referred
to below) to or upon  Pledgor,  an Issuer,  any obligor or any other person (all
and each of which  demands,  defenses,  advertisements  and  notices  are hereby
waived), may in such circumstances forthwith collect,  receive,  appropriate and
realize upon the  Collateral,  or any part thereof,  and/or may forthwith  sell,
assign,  give option or options to purchase or otherwise  dispose of and deliver
the Collateral or any part thereof (or contract to do any of the foregoing),  in
one or more parcels at public or private sale or sales, in the  over-the-counter
market,  at any exchange,  broker's  board or office of Vicis or elsewhere  upon
such terms and  conditions  as it may deem  advisable  and at such prices as are
commercially  reasonable,  for cash or on credit or for future delivery  without
assumption of any credit risk.

            Vicis shall have the right upon any such public sale or sales,  and,
to the extent permitted by law, upon any such private sale or sales, to purchase
the whole or any part of the Collateral so sold,  free of any right or equity of
redemption in Pledgor,  which right or equity is hereby  waived or released.  If
any  notice of a  proposed  sale or other  disposition  of  Collateral  shall be
required by law, such notice shall be deemed  reasonable  and proper if given at
least ten (10) days before such sale or other disposition.

            (b) Vicis shall apply any Proceeds  from time to time held by it and
the net  proceeds  of any such  collection,  recovery,  receipt,  appropriation,
realization  or sale,  after  deducting  all costs and  expenses  of every  kind
incurred in respect  thereof or incidental to the care or  safekeeping of any of
the  Collateral or in any way relating to the  Collateral or the rights of Vicis
hereunder,  including, without limitation,  attorneys' fees and disbursements of
counsel  (including  in-house  counsel) to Vicis,  to the payment in whole or in
part of the  Obligations,  as Vicis may  otherwise  decide,  and only after such
application  and after the payment by Vicis of any other amount  required by any
provision of law,  including,  without  limitation,  Section  9-615(4)(a) of the
Code,  need Vicis  account for the  surplus,  if any, to Pledgor.  To the extent
permitted by applicable law,  Pledgor waives all claims,  damages and demands it
may  acquire  against  Vicis  arising  out of the  exercise  by it of any rights
hereunder, except such claims and damages arising out of the gross negligence or
willful  misconduct of Vicis.  Pledgor shall remain liable for any deficiency if
the proceeds of any sale or other  disposition of Collateral are insufficient to
pay the Obligations of Pledgor and the fees and  disbursements  of any attorneys
employed by Vicis to collect such deficiency.


<PAGE>


      11. Private Sales.

            (a) Pledgor  recognizes  that Vicis may be unable to effect a public
sale of any or all the  Pledged  Interests,  by reason of  certain  prohibitions
contained  in the  Securities  Act  and  applicable  state  securities  laws  or
otherwise,  and may be compelled to resort to one or more private  sales thereof
to a restricted group of purchasers which will be obliged to agree,  among other
things,  to acquire such securities for their own account for investment and not
with a view to the  distribution or resale  thereof.  Pledgor  acknowledges  and
agrees  that any such  private  sale may result in prices  and other  terms less
favorable  than if such  sale  were a  public  sale  and,  notwithstanding  such
circumstances,  agrees  that any such  private  sale shall not be deemed to have
been made in a commercially unreasonable manner solely by virtue of such private
sale.  Vicis shall be under no  obligation to delay a sale of any of the Pledged
Interests  for the  period of time  necessary  to permit the  applicable  Issuer
thereof to register such securities for public sale under the Securities Act, or
under  applicable  state  securities laws, even if such Issuer would agree to do
so.

            (b) Pledgor further agrees to use its best efforts to do or cause to
be done all such  other acts as may be  necessary  to make such sale or sales of
all or any portion of the Pledged  Interests  pursuant to this section valid and
binding and in compliance with any and all other applicable requirements of law,
except that Pledgor  shall not be  obligated  to register the Pledged  Interests
under state or federal  securities laws. Pledgor further agrees that a breach of
any of the covenants  contained in this Section will cause irreparable injury to
Vicis,  that Vicis has no adequate  remedy at law in respect of such breach and,
as a consequence, that each and every covenant contained in this Section 9 shall
be  specifically  enforceable  against  Pledgor,  and Pledgor  hereby waives and
agrees not to assert any defenses against an action for specific  performance of
such covenants except for a defense that no Event of Default has occurred.

      12.  Irrevocable  Authorization and Instruction to Issuer.  Pledgor hereby
authorizes and instructs each Issuer of its Pledged Interests to comply with any
instruction  received by it from Vicis in writing  that (a) states that an Event
of Default  exists and (b) is  otherwise  in  accordance  with the terms of this
Agreement,  without any other or further  instructions from Pledgor, and Pledgor
agrees that Issuer shall be fully protected in so complying.

      13. Vicis's  Appointment as  Attorney-in-Fact.  Pledgor hereby irrevocably
constitutes  and  appoints  Vicis and any  officer or agent of Vicis,  with full
power of  substitution,  as its  true  and  lawful  attorney-in-fact  with  full
irrevocable  power and  authority  in the place and stead of Pledgor  and in the
name of Pledgor or in the name of Vicis,  from time to time in the discretion of
Vicis so long as an Event of Default exists, for the purpose of carrying out the
terms of this Agreement,  to take any and all appropriate  action and to execute
any and all  documents  and  instruments  which may be necessary or desirable to
accomplish the purposes of this Agreement,  including,  without limitation,  any
financing  statements,   endorsements,   assignments  or  other  instruments  of
transfer.


<PAGE>


            Pledgor hereby ratifies all that said attorneys shall lawfully do or
cause to be done  pursuant to the power of attorney  granted in this Section 13.
All powers,  authorizations and agencies contained in this Agreement are coupled
with an interest and are  irrevocable  until the  Obligations  are  performed in
full.

      14.  Duty of Vicis.  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 Code or  otherwise,  shall be to deal  with it in the same
manner as Vicis deals with similar  securities and 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 Pledgor or any other person or to
take any other  action  whatsoever  with  regard to the  Collateral  or any part
thereof.

      15. Filing Financing Statements Pledgor authorizes Vicis to file financing
statements  with respect to the  Collateral  without the signature of Pledgor in
such form and in such filing offices as Vicis reasonably determines  appropriate
to perfect the security interests of Vicis under this Agreement.

      16. Notices All notices, requests and demands to or upon Vicis, Pledgor or
Issuer (to be delivered care of the Pledgor) to be effective  shall be delivered
in the manner set forth in Section 12.6 of the Note Purchase Agreement.

      17.  Severability  Any provision of this 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 hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

      18. Amendments in Writing; No Waiver; Cumulative Remedies. Vicis shall not
by any act (except by a written instrument signed by Vicis), delay,  indulgence,
omission or otherwise be deemed to have waived any right or remedy  hereunder or
to have  acquiesced in any Event of Default or in any breach of any of the terms
and conditions hereof. No failure to exercise,  nor any delay in exercising,  on
the part of Vicis,  any right,  power or privilege  hereunder shall operate as a
waiver thereof.  No single or partial exercise of any right,  power or privilege
hereunder shall preclude any other or further  exercise  thereof or the exercise
of any other right, power or privilege. A waiver by Vicis of any right or remedy
hereunder  on any one  occasion  shall not be construed as a bar to any right or
remedy which Vicis would otherwise have on any future  occasion.  The rights and
remedies herein provided are cumulative, may be exercised singly or concurrently
and are not exclusive of any other rights or remedies provided by law.

      19. Section Headings.  The section headings used in this Agreement are for
convenience of reference only and are not to affect the  construction  hereof or
be taken into consideration in the interpretation hereof.


<PAGE>


      20.  Successors  and  Assigns.  This  Agreement  shall be binding upon the
successors  and  assigns of Pledgor  and shall inure to the benefit of Vicis and
their successors and assigns.

      21.  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED  IN  ACCORDANCE  WITH,  THE  INTERNAL  LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PROVISIONS.

      22. Consent to Jurisdiction and Venue. All actions or proceedings  brought
against  Pledgor with respect to this Agreement may be brought only in courts of
the State of New York located in New York County or the Federal  Courts  located
in the Southern District of New York and Pledgor consents to the jurisdiction of
such courts.  Pledgor  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.

      23. WAIVER OF RIGHT TO JURY TRIAL. PLEDGOR AND VICIS ACKNOWLEDGE AND AGREE
THAT ANY CONTROVERSY  WHICH MAY ARISE UNDER THIS PLEDGE AGREEMENT WOULD BE BASED
UPON DIFFICULT AND COMPLEX ISSUES AND,  THEREFORE,  PLEDGOR AND VICIS 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.


<PAGE>


Ex. 10.105-Stock Pledge and Escrow Agreement with Vicis


      IN WITNESS  WHEREOF,  the  undersigned  has caused  this Pledge and Escrow
Agreement to be duly executed and delivered as of the date first above written.

                                       MEDICAL MEDIA TELEVISION, INC.

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


                                       VICIS CAPITAL MASTER FUND
                                         By: Vicis Capital LLC

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


                                       Accepted and Agreed by:

                                       ESCROW AGENT:
                                       QUARLES & BRADY LLP

                                       /s/ Andrew D. Ketter
                                       -----------------------------------------


                       Signature Page to Pledge Agreement


<PAGE>


Ex. 10.105-Stock Pledge and Escrow Agreement with Vicis


                                   SCHEDULE 1
                               TO PLEDGE AGREEMENT

                        DESCRIPTION OF PLEDGED INTERESTS

<TABLE>
<CAPTION>
                                                                         Stock
                                                                      Certificate           No. of
           Issuer                             Class of Interest           No(s).        Shares Pledged
           ------                             -----------------       -----------       --------------
<S>                                             <C>                        <C>               <C>
PetCARE Television Network, Inc.                Common Stock               1                 1,000
KidCARE Medical Television Network, Inc.        Common Stock               1                 1,000
African American Medical Network, Inc.          Common Stock               1                 1,000
</TABLE>


<PAGE>


Ex. 10.105-Stock Pledge and Escrow Agreement with Vicis


                           ACKNOWLEDGMENT AND CONSENT

      The  undersigned  is an Issuer  referred to in the foregoing  Stock Pledge
Agreement  and  hereby  acknowledges  receipt  of a  copy  of the  Stock  Pledge
Agreement, dated as of February 1, 2007, made by Pledgor (as defined therein) in
favor of Vicis (as defined  therein)  (as  amended,  supplemented  or  otherwise
modified from time to time, the "Pledge Agreement").  The undersigned agrees for
the benefit of Vicis as follows:

      1. The undersigned  will be bound by the terms of the Pledge Agreement and
will  comply  with  such  terms  insofar  as such  terms are  applicable  to the
undersigned.

      2. The undersigned will notify Vicis promptly in writing of the occurrence
of any of the events described in paragraph 5(a) of the Pledge Agreement.

                                    PETCARE TELEVISION NETWORK, INC.

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


                 Acknowledgment and Consent to Pledge Agreement


<PAGE>

                           ACKNOWLEDGMENT AND CONSENT

      The  undersigned  is an Issuer  referred to in the foregoing  Stock Pledge
Agreement  and  hereby  acknowledges  receipt  of a  copy  of the  Stock  Pledge
Agreement, dated as of February 1, 2007, made by Pledgor (as defined therein) in
favor of Vicis (as defined  therein)  (as  amended,  supplemented  or  otherwise
modified from time to time, the "Pledge Agreement").  The undersigned agrees for
the benefit of Vicis as follows:

      1. The undersigned  will be bound by the terms of the Pledge Agreement and
will  comply  with  such  terms  insofar  as such  terms are  applicable  to the
undersigned.

      2. The undersigned will notify Vicis promptly in writing of the occurrence
of any of the events described in paragraph 5(a) of the Pledge Agreement.

                                    KIDCARE MEDICAL TELEVISION NETWORK, INC.

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


                 Acknowledgment and Consent to Pledge Agreement


<PAGE>


                           ACKNOWLEDGMENT AND CONSENT

      The  undersigned  is an Issuer  referred to in the foregoing  Stock Pledge
Agreement  and  hereby  acknowledges  receipt  of a  copy  of the  Stock  Pledge
Agreement, dated as of February 1, 2007, made by Pledgor (as defined therein) in
favor of Vicis (as defined  therein)  (as  amended,  supplemented  or  otherwise
modified from time to time, the "Pledge Agreement").  The undersigned agrees for
the benefit of Vicis as follows:

      1. The undersigned  will be bound by the terms of the Pledge Agreement and
will  comply  with  such  terms  insofar  as such  terms are  applicable  to the
undersigned.

      2. The undersigned will notify Vicis promptly in writing of the occurrence
of any of the events described in paragraph 5(a) of the Pledge Agreement.

                                    AFRICAN AMERICAN MEDICAL NETWORK, INC.

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


                 Acknowledgment and Consent to Pledge Agreement