THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE  HEREOF HAVE
NOT  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED
OR OTHERWISE  DISPOSED OF UNLESS  REGISTERED  UNDER THE SECURITIES ACT AND UNDER
APPLICABLE  STATE SECURITIES LAWS OR MEDICAL MEDIA  TELEVISION,  INC. SHALL HAVE
RECEIVED  AN  OPINION  OF  COUNSEL  REASONABLY  SATISFACTORY  TO  MEDICAL  MEDIA
TELEVISION,  INC. THAT  REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT
AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                         MEDICAL MEDIA TELEVISION, INC.

                            Expires November 29, 2010

                                                       Number of Shares: 437,500
Date of Issuance: November 30, 2005                  Warrant No.:       W-Q1130A

      FOR VALUE RECEIVED,  subject to the provisions  hereinafter set forth, the
undersigned,  Medical Media Television,  Inc., a Florida  corporation  (together
with  its  successors  and  assigns,   the  "Issuer"),   hereby  certifies  that
_____________________  (or his registered  assigns) is entitled to subscribe for
and  purchase,   during  the  Term  (as  hereinafter   defined),   Four  hundred
thirty-seven  thousand five hundred  (437,500)  shares (subject to adjustment as
hereinafter  provided) of the duly  authorized,  validly issued,  fully paid and
non-assessable  Common  Stock of the Issuer,  at an exercise  price per share of
$.75  subject,  however,  to the  provisions  and upon the terms and  conditions
hereinafter set forth.  Capitalized terms used in this Warrant and not otherwise
defined herein shall have the respective meanings specified in Section 9 hereof.

      1. Term.  The term of this Warrant shall commence on November 30, 2005 and
shall expire at 5:00 p.m., Eastern Time, on November 29, 2010 (such period being
the "Term").

      2.  Method of Exercise  Payment;  Issuance of New  Warrant;  Transfer  and
Exchange.

      (a) Time of Exercise.  The purchase rights represented by this Warrant may
be exercised in whole or in part during the Term commencing on November 30, 2005
and expiring on November 29, 2010.

<PAGE>

      (b) Method of Exercise.  The Holder hereof may exercise  this Warrant,  in
whole or in part,  by the  surrender  of this Warrant  (with the  exercise  form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment  to the  Issuer  of an  amount of  consideration  therefor  equal to the
Warrant Price,  payable at such Holder's  election by certified or official bank
check or by wire transfer to an account designated by the Issuer.

      (c)  Issuance of Stock  Certificates.  In the event of any exercise of the
rights  represented by this Warrant in accordance  with and subject to the terms
and  conditions  hereof,  (i)  certificates  for the shares of Warrant  Stock so
purchased  shall be dated the date of such  exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) Trading Days after such
exercise and the Holder hereof shall be deemed for all purposes to be the holder
of the shares of Warrant Stock so purchased as of the date of such exercise and,
unless this Warrant has expired, a new Warrant representing the number of shares
of Warrant Stock, if any, with respect to which this Warrant shall not then have
been exercised shall also be issued to the Holder hereof at the Issuer's expense
within such time.

      (d) Transferability of Warrant. Subject to provisions herein, this Warrant
may be transferred by a Holder without the consent of the Issuer. If transferred
pursuant to this  paragraph and subject to the  provisions of subsection  (f) of
this  Section 2, this Warrant may be  transferred  on the books of the Issuer by
the Holder hereof in person or by duly  authorized  attorney,  upon surrender of
this Warrant at the principal  office of the Issuer,  properly  endorsed (by the
Holder  executing an assignment in the form attached hereto) and upon payment of
any  necessary  transfer  tax or other  governmental  charge  imposed  upon such
transfer. This Warrant is exchangeable at the principal office of the Issuer for
Warrants  for the  purchase  of the same  aggregate  number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of  Warrant  Stock as the  Holder  hereof  shall  designate  at the time of such
exchange. All Warrants issued on transfers or exchanges shall be dated as of the
Original  Issue Date and shall be identical  with this Warrant  except as to the
name of the Holder or the number of shares of Warrant Stock, as applicable.

      (e) Continuing Rights of Holder. The Issuer will, at the time of or at any
time after each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge  in writing the  extent,  if any, of its  continuing  obligation  to
afford to such  Holder all  rights to which such  Holder  shall  continue  to be
entitled  after such  exercise  in  accordance  with the terms of this  Warrant,
provided  that if any such  Holder  shall  fail to make any  such  request,  the
failure shall not affect the continuing  obligation of the Issuer to afford such
rights to such Holder.

      (f) Compliance with Securities Laws.

            (i) The Holder of this Warrant,  by acceptance hereof,  acknowledges
      that this  Warrant  or the  shares  of  Warrant  Stock to be  issued  upon
      exercise hereof are being acquired solely for the Holder's own account and
      not as a nominee for any other  party,  and for  investment,  and that the
      Holder will not offer,  sell or  otherwise  dispose of this Warrant or any
      shares of Warrant Stock to be issued upon exercise  hereof except pursuant
      to an effective registration statement, or an exemption from registration,
      under the Securities Act and any applicable state securities laws.


                                       2
<PAGE>

            (ii) Except as provided in paragraph  (iii) below,  this Warrant and
      all certificates representing shares of Warrant Stock issued upon exercise
      hereof shall be stamped or imprinted  with a legend in  substantially  the
      following form:

            THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE  UPON EXERCISE
            HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
            AMENDED (THE "SECURITIES  ACT") OR ANY STATE SECURITIES LAWS AND MAY
            NOT BE SOLD,  TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED
            UNDER THE SECURITIES ACT AND UNDER  APPLICABLE STATE SECURITIES LAWS
            OR MEDICL MEDIA  TELEVISION,  INC. SHALL HAVE RECEIVED AN OPINION OF
            COUNSEL  REASONABLY  SATISFACTORY TO MEDICAL MEDIA TELEVISION,  INC.
            THAT  REGISTRATION OF SUCH  SECURITIES  UNDER THE SECURITIES ACT AND
            UNDER THE  PROVISIONS OF  APPLICABLE  STATE  SECURITIES  LAWS IS NOT
            REQUIRED.

            (iii) The Issuer  agrees to  reissue  this  Warrant or  certificates
      representing any of the Warrant Stock,  without the legend set forth above
      if at such time, prior to making any transfer of any such securities,  the
      Holder shall give written  notice to the Issuer  describing the manner and
      terms of such transfer and removal as the Issuer may  reasonably  request.
      Such proposed  transfer and removal will not be effected until: (a) either
      (i) the Issuer has received an opinion of counsel reasonably  satisfactory
      to the Issuer,  to the effect  that the  registration  of such  securities
      under the Securities Act is not required in connection  with such proposed
      transfer,  (ii) a registration statement under the Securities Act covering
      such proposed disposition has been filed by the Issuer with the Securities
      and Exchange Commission and has become effective under the Securities Act,
      (iii) the Issuer has received other evidence  reasonably  satisfactory  to
      the Issuer that such registration and  qualification  under the Securities
      Act and  state  securities  laws  are not  required,  or (iv)  the  Holder
      provides the Issuer with  reasonable  assurances that such security can be
      sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the
      Issuer has received an opinion of counsel  reasonably  satisfactory to the
      Issuer,  to the  effect  that  registration  or  qualification  under  the
      securities  or "blue sky" laws of any state is not required in  connection
      with such proposed  disposition,  or (ii) compliance with applicable state
      securities  or "blue  sky"  laws has been  effected  or a valid  exemption
      exists with  respect  thereto.  The Issuer will respond to any such notice
      from a holder  within five (5) business  days. In the case of any proposed
      transfer  under this Section,  the Issuer will use  reasonable  efforts to
      comply with any such applicable  state  securities or "blue sky" laws, but
      shall in no event be required,  (x) to qualify to do business in any state
      where it is not then qualified,  (y) to take any action that would subject
      it to tax or to the  general  service of process in any state  where it is
      not then  subject,  or (z) to comply with state  securities  or "blue sky"
      laws of any state for which registration by coordination


                                       3
<PAGE>

      is unavailable to the Issuer.  The  restrictions on transfer  contained in
      this Section shall be in addition to, and not by way of limitation of, any
      other  restrictions  on transfer  contained  in any other  section of this
      Warrant.

      (g) In no event may the Holder  exercise  this Warrant in whole or in part
unless the Holder is an  "accredited  investor" as defined in Regulation D under
the Securities Act.

      3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

      (a) Stock Fully  Paid.  The Issuer  represents,  warrants,  covenants  and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise  hereunder  will,  when issued in accordance  with the
terms of this  Warrant,  be duly  authorized,  validly  issued,  fully  paid and
non-assessable  and free from all taxes, liens and charges created by or through
Issuer.  The Issuer  further  covenants and agrees that during the period within
which  this  Warrant  may be  exercised,  the  Issuer  will  at all  times  have
authorized  and  reserved  for the  purpose of the issue upon  exercise  of this
Warrant  a  sufficient  number of shares  of  Common  Stock to  provide  for the
exercise of this Warrant.

      (b) Reservation. If any shares of Common Stock required to be reserved for
issuance  upon  exercise  of this  Warrant or as  otherwise  provided  hereunder
require registration or qualification with any governmental  authority under any
federal or state law before  such  shares may be so issued,  the Issuer  will in
good faith use its reasonable best efforts as  expeditiously  as possible at its
expense to cause such shares to be duly  registered or qualified.  If the Issuer
shall list any shares of Common  Stock on any  securities  exchange or market it
will, at its expense,  list thereon,  maintain and increase when  necessary such
listing,  of all shares of Warrant  Stock from time to time issued upon exercise
of this Warrant or as otherwise provided  hereunder  (provided that such Warrant
Stock  has been  registered  pursuant  to a  registration  statement  under  the
Securities  Act then in  effect),  and,  to the  extent  permissible  under  the
applicable securities exchange rules, all unissued shares of Warrant Stock which
are at any time issuable hereunder,  so long as any shares of Common Stock shall
be so  listed.  The  Issuer  will also so list on each  securities  exchange  or
market, and will maintain such listing of, any other securities which the Holder
of this  Warrant  shall be entitled to receive upon the exercise of this Warrant
if at the time  any  securities  of the  same  class  shall  be  listed  on such
securities exchange or market by the Issuer.

      (c)  Covenants.  The  Issuer  shall not by any action  including,  without
limitation, amending the Articles of Incorporation or the by-laws of the Issuer,
or  through  any  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution,  issue or sale of securities or any other action,  avoid or seek to
avoid the  observance or  performance  of any of the terms of this Warrant,  but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such actions as may be necessary or  appropriate to protect
the rights of the Holder  hereof  against  dilution (to the extent  specifically
provided  herein)  or  impairment.   Without  limiting  the  generality  of  the
foregoing,  the Issuer will (i) not permit the par value,  if any, of its Common
Stock to exceed the then effective  Warrant Price,  (ii) not amend or modify any
provision  of the  Articles  of  Incorporation  or  by-laws of the Issuer in any
manner that would adversely  affect the rights of the Holders of the Warrants in
their capacity as Holders of the


                                       4
<PAGE>

Warrants,  (iii) take all such action as may be  reasonably  necessary  in order
that the Issuer may  validly  and  legally  issue  fully paid and  nonassessable
shares of Common Stock,  free and clear of any liens,  claims,  encumbrances and
restrictions  (other than as provided herein) upon the exercise of this Warrant,
and (iv) use its  reasonable  best  efforts to obtain  all such  authorizations,
exemptions  or consents  from any public  regulatory  body  having  jurisdiction
thereof as may be  reasonably  necessary  to enable  the  Issuer to perform  its
obligations under this Warrant.

      (d) Loss,  Theft,  Destruction  of  Warrants.  Upon  receipt  of  evidence
satisfactory to the Issuer of the ownership of and the loss, theft,  destruction
or  mutilation  of any  Warrant  and,  in the  case of any such  loss,  theft or
destruction,  upon receipt of indemnity or security  satisfactory  to the Issuer
or, in the case of any such mutilation,  upon surrender and cancellation of such
Warrant,  the  Issuer  will  make and  deliver,  in lieu of such  lost,  stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

      4.  Adjustment of Warrant  Price and Warrant  Share Number.  The number of
shares of Common Stock for which this Warrant is  exercisable,  and the price at
which such  shares may be  purchased  upon  exercise of this  Warrant,  shall be
subject  to  adjustment  from time to time as set forth in this  Section  4. The
Issuer shall give the Holder notice of any event  described below which requires
an adjustment pursuant to this Section 4 in accordance with Section 5.

      (a)  Recapitalization,  Reorganization,  Reclassification,  Consolidation,
Merger or Sale.

            (i) In case the Issuer after the Original Issue Date shall do any of
      the following (each, a "Triggering  Event"): (a) consolidate or merge with
      or into another  corporation where the holders of outstanding Voting Stock
      prior  to  such  merger  or  consolidation  do  not  own  over  50% of the
      outstanding Voting Stock of the merged or consolidated  entity immediately
      after such merger or  consolidation,  or (b) sell all or substantially all
      of its properties or assets to any other Person,  or (c) change the Common
      Stock to the same or different number of shares of any class or classes of
      stock,  whether by reclassification,  exchange,  substitution or otherwise
      (other  than by way of a stock  split or  combination  of  shares or stock
      dividends or distributions  provided for in Section 4(b) or Section 4(c)),
      or (d) effect a capital reorganization (other than by way of a stock split
      or combination of shares or stock dividends or distributions  provided for
      in  Section  4(b) or  Section  4(c)),  then,  and in the case of each such
      Triggering  Event,  proper provision shall be made so that, upon the basis
      and the terms and in the manner  provided in this  Warrant,  the Holder of
      this Warrant shall be entitled upon the exercise  hereof at any time after
      the  consummation of such Triggering  Event, to the extent this Warrant is
      not exercised  prior to such  Triggering  Event, to receive at the Warrant
      Price in effect at the time immediately  prior to the consummation of such
      Triggering  Event in lieu of the Common Stock  issuable upon such exercise
      of this Warrant prior to such Triggering  Event, the securities,  cash and
      property  to  which  such  Holder  would  have  been   entitled  upon  the
      consummation  of such  Triggering  Event if such Holder had  exercised the
      rights represented by this Warrant  immediately prior thereto,  subject to
      adjustments  (subsequent to such corporate action) as nearly equivalent as
      possible to the adjustments provided for elsewhere in this Section 4.


                                       5
<PAGE>

            (ii)  Notwithstanding  anything  contained  in this  Warrant  to the
      contrary,  a  Triggering  Event shall not be deemed to have  occurred  if,
      prior to the  consummation  thereof,  each Person  (other than the Issuer)
      which may be required to deliver any securities, cash or property upon the
      exercise  of this  Warrant as provided  herein  shall  assume,  by written
      instrument  delivered to, and  reasonably  satisfactory  to, the Holder of
      this Warrant, (A) the obligations of the Issuer under this Warrant (and if
      the Issuer shall survive the consummation of such Triggering  Event,  such
      assumption shall be in addition to, and shall not release the Issuer from,
      any  continuing  obligations of the Issuer under this Warrant) and (B) the
      obligation  to deliver to such Holder such shares of  securities,  cash or
      property  as,  in  accordance  with  the  foregoing   provisions  of  this
      subsection (a), such Holder shall be entitled to receive,  and such Person
      shall have  similarly  delivered to such Holder a written  acknowledgement
      executed  by the  President  or Chief  Financial  Officer of the  Company,
      stating  that this  Warrant  shall  thereafter  continue in full force and
      effect and the terms hereof  (including,  without  limitation,  all of the
      provisions of this  subsection (a)) shall be applicable to the securities,
      cash or property  which such  Person may be  required to deliver  upon any
      exercise of this Warrant or the exercise of any rights pursuant hereto.

      (b) Adjustments for Issuance of Additional  Shares of Common Stock. In the
event the  Company,  shall,  at any time,  from time to time,  issue or sell any
additional shares of Common Stock or securities convertible into or exchangeable
for shares of Common Stock to a third party for a  consideration  per share less
than the Conversion  Price of the Note then in effect  immediately  prior to the
time of such issue or sale,  then,  forthwith  upon such  issuance or sale,  the
Conversion  Price  then in  effect  shall  be  reduced  to a price  equal to the
consideration  per share paid for such  securities.  Accordingly,  the  Exercise
Price  of the  Warrant  will be  adjusted  to  reflect  the same  percentage  of
reduction as in the Conversion Price adjustment, subject to customary carve outs
and to any  instruments  convertible or exercisable  for Common Stock and/or the
issuance of Common Stock thereto that were executed prior to the date hereof.

      (c) Stock  Dividends,  Subdivisions and  Combinations.  If at any time the
Issuer shall:

            (i) make or issue or set a record date for the holders of its Common
      Stock for the purpose of entitling them to receive a dividend  payable in,
      or other distribution of, shares of Common Stock,

            (ii) effect a stock split of its outstanding  shares of Common Stock
      into a larger number of shares of Common Stock, or

            (iii) combine its outstanding  shares of Common Stock into a smaller
      number of shares of Common Stock,

then (1) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  occurrence  of such event would


                                       6
<PAGE>

own or be entitled to receive  after the  happening  of such event,  and (2) the
Warrant  Price then in effect  shall be adjusted to equal (A) the Warrant  Price
then in effect multiplied by the number of shares of Common Stock for which this
Warrant is exercisable  immediately  prior to the adjustment  divided by (B) the
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately after such adjustment.

Notwithstanding  the  foregoing,  if such  record date shall have been fixed and
such dividend is not fully paid or if such distribution is not fully made on the
date fixed  therefor,  the  Warrant  Price  shall be  adjusted  pursuant to this
paragraph as of the time of actual payment of such dividends or distributions.

            (d) Certain  Other  Distributions.  If at any time the Issuer  shall
make or issue or set a record date for the  determination  of the holders of its
Common Stock for the purpose of entitling  them to receive any dividend or other
distribution of:

                  (i)   cash (other than a cash dividend payable out of earnings
                        or earned surplus  legally  available for the payment of
                        dividends   under  the  laws  of  the   jurisdiction  of
                        incorporation of the Issuer),

                  (ii)  any evidences of its  indebtedness,  any shares of stock
                        of any class or any other  securities or property of any
                        nature   whatsoever   (other  than  cash,  Common  Stock
                        Equivalents or Additional Shares of Common Stock), or

                  (iii) any  warrants  or  other  rights  to  subscribe  for  or
                        purchase any evidences of its  indebtedness,  any shares
                        of  stock  of any  class  or  any  other  securities  or
                        property  of any  nature  whatsoever  (other  than cash,
                        Common Stock  Equivalents or Additional Shares of Common
                        Stock),

then (1) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable  shall be  adjusted  to equal the product of the number of shares of
Common Stock for which this  Warrant is  exercisable  immediately  prior to such
adjustment  multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator  of which  shall be such Per Share  Market  Value  minus the  amount
allocable to one share of Common Stock of any such cash so distributable  and of
the fair value (as  determined  in good faith by the Board of  Directors  of the
Issuer and supported by an opinion from an investment banking firm of recognized
national standing acceptable to (but not affiliated with) the Holder) of any and
all such  evidences  of  indebtedness,  shares of  stock,  other  securities  or
property or warrants or other  subscription or purchase rights so distributable,
and (2) the  Warrant  Price then in effect  shall be  adjusted  to equal (A) the
Warrant Price then in effect  multiplied by the number of shares of Common Stock
for which  this  Warrant  is  exercisable  immediately  prior to the  adjustment
divided  by (B) the number of shares of Common  Stock for which this  Warrant is
exercisable immediately after such adjustment.  A reclassification of the Common
Stock  (other  than a change in par value,  or from par value to no par value or
from no par value to par value)  into  shares of Common  Stock and shares of any
other class of stock shall be deemed a distribution by the Issuer to the holders
of its  Common  Stock of such  shares of such  other  class of stock  within the
meaning of this  Section  4(c) and, if the  outstanding  shares of


                                       7
<PAGE>

Common  Stock  shall be  changed  into a larger or  smaller  number of shares of
Common Stock as a part of such  reclassification,  such change shall be deemed a
subdivision or  combination,  as the case may be, of the  outstanding  shares of
Common Stock within the meaning of Section 4(b).

Notwithstanding  the  foregoing,  if such  record date shall have been fixed and
such dividend is not fully paid or if such distribution is not fully made on the
date fixed  therefor,  the  Warrant  Price  shall be  adjusted  pursuant to this
Section  4(d)  as  of  the  time  of  actual   payment  of  such   dividends  or
distributions.

      (e)  Purchase  of Common  Stock by the  Issuer.  If the Issuer at any time
while this  Warrant is  outstanding  shall,  directly  or  indirectly  through a
Subsidiary or  otherwise,  purchase,  redeem or otherwise  acquire any shares of
Common Stock at a price per share greater than the Per Share Market Value,  then
the Warrant Price upon each such purchase,  redemption or  acquisition  shall be
adjusted  to that  price  determined  by  multiplying  such  Warrant  Price by a
fraction (i) the numerator of which shall be the number of shares of Outstanding
Common Stock immediately prior to such purchase, redemption or acquisition minus
the number of shares of Common Stock which the aggregate  consideration  for the
total number of such shares of Common Stock so  purchased,  redeemed or acquired
would purchase at the Per Share Market Value;  and (ii) the denominator of which
shall be the number of shares of Outstanding Common Stock immediately after such
purchase,  redemption or acquisition.  For the purposes of this subsection,  the
date as of which the Per  Share  Market  Price  shall be  computed  shall be the
earlier of (x) the date on which the Issuer shall enter into a firm contract for
the purchase, redemption or acquisition of such Common Stock, or (y) the date of
actual  purchase,  redemption  or  acquisition  of such  Common  Stock.  For the
purposes of this subsection,  a purchase,  redemption or acquisition of a Common
Stock  Equivalent  shall be deemed to be a  purchase  of the  underlying  Common
Stock,  and the  computation  herein  required shall be made on the basis of the
full  exercise,  conversion  or exchange of such Common Stock  Equivalent on the
date as of which such computation is required hereby to be made,  whether or not
such  Common  Stock   Equivalent  is  actually   exercisable,   convertible   or
exchangeable on such date.

      (f) Other  Provisions  applicable to Adjustments  under this Section.  The
following  provisions  shall be applicable to the making of  adjustments  of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Warrant Price then in effect provided for in this Section 4:

            (i)  Fractional  Interests.  In  computing  adjustments  under  this
Section 4,  fractional  interests in Common Stock shall be taken into account to
the nearest one one-hundredth (1/100th) of a share.

            (ii) When Adjustment Not Required. If the Issuer shall take a record
of the holders of its Common Stock for the purpose of entitling  them to receive
a  dividend  or  distribution  or  subscription  or  purchase  rights and shall,
thereafter and before the distribution to stockholders thereof,  legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights,  then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment  previously made in respect thereof shall
be rescinded and annulled.


                                       8
<PAGE>

      (g) Form of Warrant after  Adjustments.  The form of this Warrant need not
be changed  because of any  adjustments  in the Warrant  Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

      (h) Escrow of Warrant Stock. If after any property  becomes  distributable
pursuant to this  Section 4 by reason of the taking of any record of the holders
of Common Stock,  but prior to the occurrence of the event for which such record
is taken,  and the Holder  exercises  this  Warrant,  any shares of Common Stock
issuable  upon  exercise by reason of such  adjustment  shall be deemed the last
shares of Common Stock for which this Warrant is exercised  (notwithstanding any
other provision to the contrary  herein) and such shares or other property shall
be held in escrow for the  Holder by the Issuer to be issued to the Holder  upon
and to the extent  that the event  actually  takes  place,  upon  payment of the
current  Warrant  Price.  Notwithstanding  any other  provision  to the contrary
herein,  if the event  for  which  such  record  was taken  fails to occur or is
rescinded,  then such  escrowed  shares  shall be  cancelled  by the  Issuer and
escrowed property returned.

      5. Notice of  Adjustments.  Whenever  the Warrant  Price or Warrant  Share
Number  shall be adjusted  pursuant  to Section 4 hereof  (for  purposes of this
Section 5, each an  "adjustment"),  the Issuer  shall cause its Chief  Financial
Officer to prepare  and  execute a  certificate  setting  forth,  in  reasonable
detail,  the event requiring the adjustment,  the amount of the adjustment,  the
method by which such  adjustment was calculated  (including a description of the
basis on which the Board  made any  determination  hereunder),  and the  Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such  certificate  to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with  respect to the matters set forth in such  certificate  may at
the option of the Holder of this  Warrant be  submitted  to one of the  national
accounting  firms  currently  known as the "big four"  selected  by the  Holder,
provided  that the Issuer shall have ten (10) days after  receipt of notice from
such Holder of its selection of such firm to object thereto,  in which case such
Holder shall select another such firm and the Issuer shall have no such right of
objection.  The firm  selected by the Holder of this  Warrant as provided in the
preceding  sentence shall be instructed to deliver a written  opinion as to such
matters to the Issuer and such Holder within  thirty (30) days after  submission
to it of such  dispute.  Such opinion  shall be final and binding on the parties
hereto.

      6. Fractional Shares. No fractional shares of Warrant Stock will be issued
in connection with any exercise hereof,  but in lieu of such fractional  shares,
the Issuer shall make a cash payment  therefor equal in amount to the product of
the applicable fraction multiplied by the Per Share Market Value then in effect.

      7. Ownership Cap and Certain Exercise Restrictions.

            (a)  Notwithstanding  anything  to the  contrary  set  forth in this
Warrant,  at no time may a Holder of this Warrant  exercise  this Warrant if the
number of shares of Common Stock to be issued  pursuant to such  exercise  would
exceed,  when  aggregated  with all other  shares of Common  Stock owned by such
Holder at such time,  the number of shares of Common Stock


                                       9
<PAGE>

which would  result in such Holder  owning more than 4.999% of all of the Common
Stock outstanding at such time;  provided,  however,  that upon a holder of this
Warrant  providing  the Issuer  with  sixty-one  (61) days notice  (pursuant  to
Section 13 hereof)  (the "Waiver  Notice")  that such Holder would like to waive
this Section 7(a) with regard to any or all shares of Common Stock issuable upon
exercise of this  Warrant,  this Section 7(a) will be of no force or effect with
regard to all or a portion  of the  Warrant  referenced  in the  Waiver  Notice;
provided,  further,  that this provision  shall be of no further force or effect
during the sixty-one (61) days immediately  preceding the expiration of the term
of this Warrant.

            (b) The Holder may not exercise the Warrant  hereunder to the extent
such exercise would result in the Holder  beneficially  owning (as determined in
accordance  with Section 13(d) of the Exchange Act and the rules  thereunder) in
excess of 9.999% of the then  issued  and  outstanding  shares of Common  Stock,
including  shares issuable upon exercise of the Warrant held by the Holder after
application  of this  Section;  provided,  however,  that  upon a holder of this
Warrant  providing  the Company with a Waiver Notice that such holder would like
to waive this  Section  7(b) with  regard to any or all  shares of Common  Stock
issuable upon  exercise of this Warrant,  this Section 7(b) shall be of no force
or effect with regard to those shares of Warrant Stock  referenced in the Waiver
Notice;  provided,  further, that this provision shall be of no further force or
effect during the sixty-one  (61) days  immediately  preceding the expiration of
the term of this Warrant.

                  Section 1.1 8. Registration Rights. The Holder shall have only
one right to demand  registration  pursuant  to this  Section  8. The  shares of
Common  Stock  issuable  upon  exercise  of this  Warrant  shall  have  standard
"piggyback" registration rights. In addition, at Company's earliest opportunity,
and in any event not more than one  hundred  twenty  (120)  days  after the date
hereof,  the Company  shall file a  Registration  Statement  on Form SB-2 (or an
alternative  available  form)  covering the  underlying  equity  position of the
Holder,  and the Company will keep said Registration  Statement  effective for a
period of three years, subject to customary carve-outs.

            9.  Definitions.  For the purposes of this  Warrant,  the  following
terms have the following meanings:

                  "Articles   of   Incorporation"    means   the   Articles   of
            Incorporation of the Issuer as in effect on the Original Issue Date,
            and as hereafter from time to time amended,  modified,  supplemented
            or  restated  in  accordance  with the terms  hereof and thereof and
            pursuant to applicable law.

                  "Board" shall mean the Board of Directors of the Issuer.

                  "Capital  Stock"  means and  includes  (i) any and all shares,
            interests,  participations  or other  equivalents of or interests in
            (however designated) corporate stock, including, without limitation,
            shares  of  preferred  or  preference  stock,  (ii) all  partnership
            interests  (whether  general or  limited)  in any Person  which is a
            partnership,  (iii) all  membership  interests or limited  liability
            company  interests in any limited  liability  company,  and (iv) all
            equity or ownership interests in any Person of any other type.


                                       10
<PAGE>

                  "Common  Stock" means the Common  Stock,  par value $.0005 per
            share,  of the  Issuer and any other  Capital  Stock into which such
            stock may hereafter be changed.

                  "Convertible  Securities"  means  evidences  of  Indebtedness,
            shares of Capital Stock or other  Securities  which are or may be at
            any time convertible  into or exchangeable for Additional  Shares of
            Common  Stock.  The term  "Convertible  Security"  means  one of the
            Convertible Securities.

                  "Governmental Authority" means any governmental, regulatory or
            self-regulatory  entity,  department,  body,  official,   authority,
            commission, board, agency or instrumentality, whether federal, state
            or local, and whether domestic or foreign.

                  "Holders" mean the Persons who shall from time to time own any
            Warrant. The term "Holder" means one of the Holders.

                  "Independent Appraiser" means a nationally recognized or major
            regional  investment  banking firm or firm of independent  certified
            public  accountants  of recognized  standing  (which may be the firm
            that regularly examines the financial statements of the Issuer) that
            is regularly engaged in the business of appraising the Capital Stock
            or assets of corporations  or other entities as going concerns,  and
            which is not affiliated  with either the Issuer or the Holder of any
            Warrant.

                  "Issuer"  means  Medical  Media  Television,  Inc.,  a Florida
            corporation, and its successors.

                  "Majority  Holders"  means at any time the Holders of Warrants
            exercisable  for a majority of the shares of Warrant Stock  issuable
            under the Warrants at the time outstanding.

                  "Original Issue Date" means November 30, 2005.

                  "OTC  Bulletin  Board" means the  over-the-counter  electronic
            bulletin board.

                  "Other  Common" means any other Capital Stock of the Issuer of
            any class  which shall be  authorized  at any time after the date of
            this  Warrant  (other  than  Common  Stock) and which shall have the
            right to participate in the  distribution  of earnings and assets of
            the Issuer without limitation as to amount.

                  "Outstanding  Common  Stock"  means,  at any given  time,  the
            aggregate  amount of  outstanding  shares of Common Stock,  assuming
            full  exercise,  conversion  or  exchange  (as  applicable)  of  all
            options, warrants and other Securities which are convertible into or
            exercisable  or  exchangeable  for, and any right to subscribe  for,
            shares of Common Stock that are outstanding at such time.

                  "Person" means an individual,  corporation,  limited liability
            company,  partnership,  joint stock company,  trust,  unincorporated
            organization,  joint venture, Governmental


                                       11
<PAGE>

            Authority or other entity of whatever nature.

                  "Per Share Market Value" means on any particular  date (a) the
            closing   bid   price   for  a  share   of   Common   Stock  in  the
            over-the-counter market, as reported by the OTC Bulletin Board or in
            the National Quotation Bureau  Incorporated or similar  organization
            or agency  succeeding to its  functions of reporting  prices) at the
            close of  business on such date,  or (b) if the Common  Stock is not
            then  reported by the OTC Bulletin  Board or the National  Quotation
            Bureau Incorporated (or similar organization or agency succeeding to
            its  functions of reporting  prices),  then the average of the "Pink
            Sheet" quotes for the relevant  conversion  period, as determined in
            good faith by the  holder,  or (c) if the  Common  Stock is not then
            publicly  traded the fair market value of a share of Common Stock as
            determined by the Board in good faith;  provided,  however, that the
            Majority  Holders,  after receipt of the determination by the Board,
            shall  have the  right  to  select,  jointly  with  the  Issuer,  an
            Independent Appraiser, in which case, the fair market value shall be
            the  determination  by such  Independent  Appraiser;  and  provided,
            further that all  determinations of the Per Share Market Value shall
            be appropriately  adjusted for any stock dividends,  stock splits or
            other similar  transactions during such period. The determination of
            fair market  value shall be based upon the fair market  value of the
            Issuer  determined  on a going  concern  basis as  between a willing
            buyer and a willing  seller and taking  into  account  all  relevant
            factors  determinative  of value,  and shall be final and binding on
            all parties.  In determining  the fair market value of any shares of
            Common Stock, no consideration shall be given to any restrictions on
            transfer of the Common  Stock  imposed by agreement or by federal or
            state  securities  laws,  or to the  existence or absence of, or any
            limitations on, voting rights.

                  "Securities"  means  any  debt  or  equity  securities  of the
            Issuer,   whether  now  or  hereafter  authorized,   any  instrument
            convertible into or exchangeable  for Securities or a Security,  and
            any  option,  warrant or other  right to  purchase  or  acquire  any
            Security. "Security" means one of the Securities.

                  "Securities Act" means the Securities Act of 1933, as amended,
            or any similar federal statute then in effect.

                  "Subsidiary"  means  any  corporation  at  least  50% of whose
            outstanding  Voting  Stock  shall at the time be owned  directly  or
            indirectly by the Issuer or by one or more of its  Subsidiaries,  or
            by the Issuer and one or more of its Subsidiaries.

                  "Term" has the meaning specified in Section 1 hereof.

                  "Trading  Day"  means (a) a day on which the  Common  Stock is
            traded on the OTC Bulletin  Board, or (b) if the Common Stock is not
            traded on the OTC Bulletin Board, a day on which the Common Stock is
            quoted in the  over-the-counter  market as reported by the  National
            Quotation Bureau Incorporated (or any similar organization or agency
            succeeding its functions of reporting  prices);  provided,  however,
            that in the event that the  Common  Stock is not listed or quoted as
            set forth in (a) or (b) hereof,  then Trading Day shall mean any day
            except  Saturday,  Sunday and any day which shall be a


                                       12
<PAGE>

            legal holiday or a day on which banking institutions in the State of
            New York  are  authorized  or  required  by law or other  government
            action to close.

                  "Voting  Stock" means,  as applied to the Capital Stock of any
            corporation,   Capital  Stock  of  any  class  or  classes  (however
            designated)  having  ordinary  voting  power for the  election  of a
            majority  of the  members  of  the  Board  of  Directors  (or  other
            governing body) of such corporation, other than Capital Stock having
            such power only by reason of the happening of a contingency.

                  "Warrants" means this Warrant,  and any other warrants of like
            tenor issued in substitution or exchange for any thereof pursuant to
            the  provisions  of Section  2(c),  2(d) or 2(e) hereof or of any of
            such other Warrants.

                  "Warrant  Price"  initially  means U.S.  $.75, as such Warrant
            Price may be  adjusted  from time to time as shall  result  from the
            adjustments specified in this Warrant, including Section 4 hereto.

                  "Warrant Share Number" means at any time the aggregate  number
            of shares of Warrant Stock which may at such time be purchased  upon
            exercise  of  this  Warrant,   after  giving  effect  to  all  prior
            adjustments and increases to such number made or required to be made
            under the terms hereof.

                  "Warrant  Stock" means Common Stock  issuable upon exercise of
            any  Warrant or  Warrants  or  otherwise  issuable  pursuant  to any
            Warrant or Warrants.

            10. Other Notices. In case at any time:

                        (A)   the  Issuer  shall make any  distributions  to the
                              holders of Common Stock; or

                        (B)   the Issuer  shall  authorize  the  granting to all
                              holders of its Common Stock of rights to subscribe
                              for or purchase any shares of Capital Stock of any
                              class or other rights; or

                        (C)   there shall be any reclassification of the Capital
                              Stock of the Issuer; or

                        (D)   there shall be any capital  reorganization  by the
                              Issuer; or

                        (E)   there  shall be any (i)  consolidation  or  merger
                              involving  the  Issuer or (ii) sale,  transfer  or
                              other  disposition of all or substantially  all of
                              the Issuer's property,  assets or business (except
                              a merger  or  other  reorganization  in which  the
                              Issuer shall be the surviving  corporation and its
                              shares  of  Capital  Stock  shall  continue  to be
                              outstanding    and    unchanged   and


                                       13
<PAGE>

                              except a consolidation,  merger, sale, transfer or
                              other    disposition   involving  a   wholly-owned
                              Subsidiary); or

                        (F)   there   shall  be  a  voluntary   or   involuntary
                              dissolution,  liquidation  or  winding-up  of  the
                              Issuer or any partial liquidation of the Issuer or
                              distribution to holders of Common Stock;

then, in each of such cases,  the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer  shall close or a record  shall
be taken for such dividend,  distribution  or  subscription  rights or (ii) such
reorganization,    reclassification,    consolidation,    merger,   disposition,
dissolution,  liquidation or  winding-up,  as the case may be, shall take place.
Such notice also shall  specify the date as of which the holders of Common Stock
of record shall  participate  in such  dividend,  distribution  or  subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation, merger, disposition,  dissolution, liquidation
or  winding-up,  as the case may be. Such notice  shall be given at least twenty
(20) days prior to the record date or effective date for the event  specified in
such notice.

      11. Amendment and Waiver.  Any term,  covenant,  agreement or condition in
this  Warrant may be amended,  or  compliance  therewith  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  by a written instrument or written instruments  executed by the
Issuer and the Majority Holders;  provided,  however,  that no such amendment or
waiver  shall  reduce the Warrant  Share  Number,  increase  the Warrant  Price,
shorten the period  during  which this  Warrant may be  exercised  or modify any
provision of this Section 11 without the consent of the Holder of this Warrant.

      12.  Governing  Law.  THIS WARRANT  SHALL BE GOVERNED BY AND  CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE  STATE OF  FLORIDA,  WITHOUT  GIVING  EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

      13.  Notices.  Any and all notices or other  communications  or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and  effective on the earlier of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone  number  specified  for notice prior to 5:00 p.m.,  eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or  communication  is delivered via facsimile at the facsimile  telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date  of  mailing,  if sent  by  overnight  delivery  by  nationally  recognized
overnight  courier  service  or (iv)  actual  receipt  by the party to whom such
notice is required to be given. The addresses for such  communications  shall be
with respect to the Holder of this Warrant or of Warrant  Stock issued  pursuant
hereto,  addressed to such Holder at its last known address or facsimile  number
appearing  on the books of the  Issuer  maintained  for such  purposes,  or with
respect to the Issuer, addressed to:


                                       14
<PAGE>

                          Medical Media Television, Inc.
                          8406 Benjamin Road, Suite C
                          Tampa, Florida 33634
                          Attention: Philip M. Cohen, President and CEO
                          Tel. No.: (813) 888-7330
                          Fax No.:  (813) 888-7375

Copies of  notices  to the Issuer  shall be sent to Bush Ross  Gardner  Warren &
Rudy, P.A., Attn: John N. Giordano, 220 S. Franklin Street, Tampa, FL 33601, Tel
No. (813)  224-9255,  Fax. No. (813)  224-9230.  Copies of notices to the Holder
shall be sent to _______________________. Any party hereto may from time to time
change its address for notices by giving at least ten (10) days  written  notice
of such changed address to the other party hereto.

      14.  Warrant  Agent.  The Issuer may, by written  notice to each Holder of
this  Warrant,  appoint  an agent  having an office  in Tampa,  Florida  for the
purpose  of issuing  shares of Warrant  Stock on the  exercise  of this  Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to  subsection  (d) of Section 2 hereof or replacing  this  Warrant  pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing,  and thereafter any
such  issuance,  exchange or  replacement,  as the case may be, shall be made at
such office by such agent.

      15. Remedies. The Issuer stipulates that the remedies at law of the Holder
of this Warrant in the event of any default or threatened  default by the Issuer
in the  performance  of or compliance  with any of the terms of this Warrant are
not and will not be adequate and that, to the fullest  extent  permitted by law,
such terms may be specifically enforced by a decree for the specific performance
of any agreement contained herein or by an injunction against a violation of any
of the terms hereof or otherwise.

      16.  Successors and Assigns.  This Warrant and the rights evidenced hereby
shall inure to the benefit of and be binding upon the  successors and assigns of
the Issuer, the Holder hereof and (to the extent provided herein) the Holders of
Warrant  Stock issued  pursuant  hereto,  and shall be  enforceable  by any such
Holder or Holder of Warrant Stock.

      17.  Modification and Severability.  If, in any action before any court or
agency  legally  empowered  to  enforce  any  provision  contained  herein,  any
provision  hereof is found to be  unenforceable,  then such  provision  shall be
deemed modified to the extent  necessary to make it enforceable by such court or
agency.  If any such provision is not  enforceable as set forth in the preceding
sentence,  the  unenforceability  of such  provision  shall not affect the other
provisions  of this  Warrant,  but this  Warrant  shall be  construed as if such
unenforceable provision had never been contained herein.

      18.  Headings.  The  headings  of the  Sections  of this  Warrant  are for
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.


                                       15
<PAGE>

      IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day and
year first above written.

                                        MEDICAL MEDIA TELEVISION, INC.

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


                                       16
<PAGE>

                                  EXERCISE FORM

                         MEDICAL MEDIA TELEVISION, INC.

The  undersigned  _______________,  pursuant  to the  provisions  of the  within
Warrant, hereby elects to purchase _____ shares of Common Stock of Medical Media
Television, Inc. covered by the within Warrant.

Dated: _________________            Signature __________________________________

                                    Address   __________________________________
                                              __________________________________


Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise: _________________________

                                   ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated: _________________            Signature __________________________________

                                    Address   __________________________________
                                              __________________________________


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED,  _________________  hereby sells, assigns and transfers unto
__________________  the right to  purchase  _________  shares of  Warrant  Stock
evidenced  by the within  Warrant  together  with all rights  therein,  and does
irrevocably  constitute and appoint  ___________________,  attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated: _________________            Signature __________________________________

                                    Address   __________________________________
                                              __________________________________

                           FOR USE BY THE ISSUER ONLY:

This Warrant No. W-___ canceled (or  transferred or exchanged) this _____ day of
___________,  _____,  shares  of Common  Stock  issued  therefor  in the name of
_______________,  Warrant No.  W-_____ issued for ____ shares of Common Stock in
the name of _______________.