STOCK
      PURCHASE AGREEMENT

     

     

    By
      and Between

     

     

    MEDICAL
      MEDIA TELEVISION, INC.

     

     

    and

     

     

    VICIS
      CAPITAL MASTER FUND

     

     

    


    


    


     

     

    


     

     

    May
      31, 2007

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    STOCK
      PURCHASE AGREEMENT

    


     

    This
      STOCK PURCHASE AGREEMENT (the “Agreement”), dated this 31st day of May, 2007, is
      made by and between MEDICAL MEDIA TELEVISION, INC., a Florida corporation (the
      “Company”), and VICIS CAPITAL MASTER FUND, a trust formed under the laws of the
      Cayman Islands (the “Purchaser”).

     

    RECITALS

     

    WHEREAS,
      pursuant to the terms and conditions of this Agreement, the Company wishes
      to
      issue and sell to the Purchaser, and the Purchaser wishes to acquire from the
      Company 20,000,000 shares (the “Acquired Shares”) of the Company’s common stock,
      par value $.0005
      per
      share (the “Common Stock”).

     

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

     

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

     

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

     

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

     

    ARTICLE
      I

    PURCHASE
      AND SALE OF THE ACQUIRED
      SHARES

     

    1.1 Purchase
      and Sale of the Acquired Shares.
      Subject
      to the terms and conditions hereof and in reliance on the representations and
      warranties contained herein, or made pursuant hereto, the Company will issue
      and
      sell to the Purchaser, and the Purchaser will purchase from the Company at
      the
      closing of the transactions contemplated hereby (the “Closing”), the Acquired
      Shares for $200,000 in cash (the “Purchase Price”). 

     

    1.2 Closing.
      The
      Closing shall be deemed to occur at the offices of Quarles & Brady, LLP, 411
      East Wisconsin Avenue, Milwaukee, Wisconsin at 5:00 p.m. CDT on May 31, 2007
      or
      at such other place, date or time as mutually agreeable to the parties (the
      “Closing Date). 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.3 Closing
      Matters.
      On the
      Closing Date, subject to the terms and conditions hereof, the Company will
      deliver to the Purchaser a certificate, registered in the name of the Purchaser,
      representing the Acquired Shares. 

     

    ARTICLE
      II

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

     

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

     

    2.1 Organization
      and Qualification.
      The
      Company is a corporation duly organized and validly existing and in good
      standing under the laws of the jurisdiction in which it is incorporated, and
      has
      all requisite corporate power and authority to carry on its business as now
      conducted. The Company is duly qualified as a foreign corporation to do business
      and is in good standing in every jurisdiction in which its ownership of property
      or the nature of the business conducted by it makes such qualification
      necessary, except to the extent that the failure to be so qualified or be in
      good standing would not have a Material Adverse Effect. As used in this
      Agreement, “Material Adverse Effect” means any material adverse effect on the
      business, properties, assets, operations, results of operations, condition
      (financial or otherwise) or prospects of the Company or its Subsidiaries (as
      defined below) or on the transactions contemplated hereby or by the agreements
      and instruments to be entered into in connection herewith, or on the authority
      or ability of the Company to perform its obligations under the Transaction
      Documents (as hereinafter defined).

     

    2.2 Subsidiaries.
      The
      Company has no subsidiaries other than PetCARE Television Network, Inc., a
      Florida corporation (“PetCARE”), African American Medical Network, Inc., a
      Florida corporation (“African American Medical”), and KidCARE Medical Television
      Network, Inc., a Florida corporation (“KidCARE”) (each a “Subsidiary” and
      collectively, the “Subsidiaries”). Except as set forth on Schedule
      2.2,
      the
      Company owns, directly or indirectly, all of the capital stock of its
      Subsidiaries, free and clear of any and all Liens, and all the issued and
      outstanding shares of capital stock of each Subsidiary are validly issued and
      are fully paid, non-assessable and free of preemptive and similar rights. Each
      Subsidiary is a corporation duly organized and validly existing and in good
      standing under the laws of the jurisdiction in which it is incorporated, and
      has
      all requisite corporate power and authority to carry on its business as now
      conducted. Each Subsidiary is duly qualified as a foreign corporation to do
      business and is in good standing in every jurisdiction in which its ownership
      of
      property or the nature of the business conducted by it makes such qualification
      necessary, except to the extent that the failure to be so qualified or be in
      good standing would not have a Material Adverse Effect.

     

    2.3 No
      Violation.
      Neither
      the Company nor any of its Subsidiaries is in violation of: (a) any of the
      provisions of its certificate or articles of incorporation, bylaws or other
      organizational or charter documents; or (b) any judgment, decree or order
      or any statute, ordinance, rule or regulation applicable to the Company or
      any
      of its Subsidiaries, except for possible violations which would not,
      individually or in the aggregate, have a Material Adverse Effect.

     

    
      
        
        

      

      
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    2.4 Capitalization.

     

    (a) Immediately
      before the Closing, the authorized capital stock of the Company consists of:
      (i)
      100,000,000 shares of Common Stock, of which (A) 56,847,389 shares are issued
      and outstanding, (B) no shares of Common Stock held in treasury, (C)
35,114,082
      shares
      of Common Stock reserved for issuance upon the exercise of options, warrants
      and
      other securities convertible into Common Stock; and (ii) 25,000,000 shares
      of
      Preferred Stock, of which
      1,682,044 shares have been designated as “Series A Preferred Stock,” 2,612,329
      shares have been designated as “Series B Preferred Stock,” and 400,000 shares
      have been designated as “Series C Preferred Stock,” of which (X) 1,682,044
      shares of the Company’s Series A Preferred Stock are issued and outstanding, (Y)
      2,612,329 shares of the Company’s Series B Preferred Stock are issued and
      outstanding, and (Z) 32,242 shares of the Company’s Series C Preferred Stock are
      issued and outstanding.
      All of such issued and outstanding shares have been, or upon issuance will
      be, validly issued, are fully paid and nonassessable.

     

    (b) Except
      as
      disclosed in the Company’s reports, financial statements, schedules, forms,
      statements and other documents required to be filed by it with the Securities
      and Exchange Commission (the “SEC”) pursuant to the reporting requirements of
      the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or
      otherwise on Schedule 2.4(b),
      prior
      to the date hereof (the “SEC Documents”):

     

    (i) no
      holder
      of shares of the Company’s capital stock has any preemptive rights or any other
      similar rights or has been granted or holds any liens or encumbrances suffered
      or permitted by the Company;

     

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

     

    (iii) there
      are
      no outstanding debt securities, notes, credit agreements, credit facilities
      or
      other agreements, documents or instruments evidencing Indebtedness (as defined
      in Section 2.13 hereof) of the Company or any of its Subsidiaries or by
      which the Company or any of its Subsidiaries is or may become
      bound;

     

    (iv) there
      are
      no financing statements securing obligations in any material amounts, either
      singly or in the aggregate, filed in connection with the Company any of its
      Subsidiaries;

     

    (v) there
      are
      no agreements or arrangements under which the Company or any of its Subsidiaries
      is obligated to register the sale of any of their securities under the
      Securities Act of 1933, as amended, (the “Securities Act”);

     

    
      
        
        

      

      
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    (vi) there
      are
      no outstanding securities or instruments of the Company or any of its
      Subsidiaries that contain any redemption or similar provisions, and there are
      no
      contracts, commitments, understandings or arrangements by which the Company
      or
      any of its Subsidiaries is or may become bound to redeem a security of the
      Company or any of its Subsidiaries; and

     

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

     

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

     

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

     

    2.6 Authorization;
      Enforcement; Validity.
      The
      Company has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement and each of the other agreements
      or
      instruments entered into by the parties hereto in connection with the
      transactions contemplated by this Agreement (collectively, the “Transaction
      Documents”) and to issue the Acquired Shares in accordance with the terms hereof
      and thereof. The execution and delivery of the Transaction Documents by the
      Company and the consummation by the Company of the transactions contemplated
      hereby and thereby, including, without limitation, and the issuance of the
      Acquired Shares, have been duly authorized by the board of directors of the
      Company (the “Board”), and no further consent or authorization is required by
      the Company, the Board or its stockholders. This Agreement and the other
      Transaction Documents of even date herewith have been duly executed and
      delivered by the Company, and constitute the legal, valid and binding
      obligations of the Company enforceable against the Company in accordance with
      their respective terms, except (i) as such enforceability may be limited by
      general principles of equity or applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally, the enforcement of applicable creditors’ rights and
      remedies, or (ii) as any rights to indemnity or contribution hereunder may
      be limited by federal and state securities laws and public policy
      consideration.

     

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

     

    
      
        
        

      

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

     

    2.9 No
      General Solicitation.
      Neither
      the Company, nor any of its affiliates, nor any Person acting on its or their
      behalf, has engaged in any form of general solicitation or general advertising
      (within the meaning of Regulation D under the Securities Act) in connection
      with
      the offer or sale of the Acquired Shares.

     

    2.10 No
      Integrated Offering.
      None of
      the Company, its subsidiaries, any of their affiliates, and any Person acting
      on
      their behalf has, directly or indirectly, made any offers or sales of any
      security or solicited any offers to buy any security, under circumstances that
      would require registration of the Acquired Shares under the Securities Act
      or
      cause this offering of the Acquired Shares to be integrated with prior offerings
      by the Company for purposes of the Securities Act or any applicable stockholder
      approval provisions.

     

    2.11 Placement
      Agent’s Fees.
      No
      brokerage or finder’s fee or commission are or will be payable to any Person
      with respect to the transactions contemplated by this Agreement based upon
      arrangements made by the Company or any of its affiliates.

     

    2.12 Litigation.
      Except
      as set forth on Schedule
      2.12,
      There
      is no action, suit, proceeding, inquiry or investigation before or by any court,
      public board, government agency, self-regulatory organization or body pending
      or, to the knowledge of the Company, threatened against or affecting the
      Company, the transactions contemplated by the Transaction Documents, the Common
      Stock or any of its Subsidiaries or any of their respective current or former
      officers or directors in their capacities as such. To the knowledge of the
      Company, there has not been within the past two (2) years, and there is not
      pending, any investigation by the SEC involving the Company or any current
      or
      former director or officer of the Company (in his or her capacity as such).
      The
      SEC has not issued any stop order or other order suspending the effectiveness
      of
      any registration statement filed by the Company under the Securities Act within
      the past two (2) years.

     

    2.13 Indebtedness
      and Other Contracts.
      Except
      as disclosed in the SEC Documents or otherwise set forth on Schedule
      2.13,
      neither
      the Company nor any of its Subsidiaries (a) has any outstanding
      Indebtedness (as defined below), (b) is a party to any contract, agreement
      or instrument, the violation of which, or default under, by any other party
      to
      such contract, agreement or instrument would result in a Material Adverse
      Effect, (c) is in violation of any term of or in default under any
      contract, agreement or instrument relating to any Indebtedness, except where
      such violations and defaults would not result, individually or in the aggregate,
      in a Material Adverse Effect, or (d) is a party to any contract, agreement
      or instrument relating to any Indebtedness, the performance of which, in the
      judgment of the Company’s officers, has or is expected to have a Material
      Adverse Effect. For purposes of this Agreement: (x) ”Indebtedness” of any
      Person means, without duplication (i) all indebtedness for borrowed money,
      (ii) all obligations issued, undertaken or assumed as the deferred purchase
      price of property or services (other than trade payables entered into in the
      ordinary course of business), (iii) all reimbursement or payment
      obligations with respect to letters of credit, surety bonds and other similar
      instruments, (iv) all obligations evidenced by notes, bonds, debentures or
      similar instruments, including obligations so evidenced incurred in connection
      with the acquisition of property, assets or businesses, (v) all
      indebtedness created or arising under any conditional sale or other title
      retention agreement, or incurred as financing, in either case with respect
      to
      any property or assets acquired with the proceeds of such indebtedness (even
      though the rights and remedies of the seller or bank under such agreement in
      the
      event of default are limited to repossession or sale of such property),
      (vi) all monetary obligations under any leasing or similar arrangement
      which, in connection with generally accepted accounting principles, consistently
      applied for the periods covered thereby, is classified as a capital lease,
      (vii) all indebtedness referred to in clauses (i) through (vi) above
      secured by (or for which the holder of such Indebtedness has an existing right,
      contingent or otherwise, to be secured by) any mortgage, lien, pledge, change,
      security interest or other encumbrance upon or in any property or assets
      (including accounts and contract rights) owned by any Person, even though the
      Person which owns such assets or property has not assumed or become liable
      for
      the payment of such indebtedness, and (viii) all Contingent Obligations in
      respect of indebtedness or obligations of others of the kinds referred to in
      clauses (i) through (vii) above; (y) ”Contingent Obligation”
means, as to any Person, any direct or indirect liability, contingent or
      otherwise, of that Person with respect to any indebtedness, lease, dividend
      or
      other obligation of another Person if the primary purpose or intent of the
      Person incurring such liability, or the primary effect thereof, is to provide
      assurance to the obligee of such liability that such liability will be paid
      or
      discharged, or that any agreements relating thereto will be complied with,
      or
      that the holders of such liability will be protected (in whole or in part)
      against loss with respect thereto; and (z) ”Person” means an individual, a
      limited liability company, a partnership, a joint venture, a corporation, a
      trust, an unincorporated organization and a government or any department or
      agency thereof.

     

    2.14 Financial
      Information; SEC Documents.
      Except
      as set forth on Schedule
      2.14,
      the
      Company has filed all reports, schedules, forms, statements and other documents
      required to be filed by it with the SEC pursuant to the reporting requirements
      of the Exchange Act. As of their respective dates, the SEC Documents complied
      in
      all material respects with the requirements of the Exchange Act and the rules
      and regulations of the SEC promulgated thereunder applicable to such SEC
      Documents, and none of such SEC Documents, at the time they were filed with
      the
      SEC, contained any untrue statement of a material fact or omitted to state
      a
      material fact required to be stated therein or necessary in order to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading. As of their respective dates, the financial statements
      of
      the Company included in such SEC Documents complied as to form in all material
      respects with applicable accounting requirements and the published rules and
      regulations of the SEC with respect thereto. Such financial statements have
      been
      prepared in accordance with generally accepted accounting principles,
      consistently applied, during the periods involved (except (i) as may be
      otherwise indicated in such financial statements or the notes thereto, or
      (ii) in the case of unaudited interim statements, to the extent they may
      exclude footnotes or may be condensed or summary statements) and fairly present
      in all material respects the financial position of the Company as of the dates
      thereof and the results of its operations and cash flows for the periods then
      ended (subject, in the case of unaudited statements, to normal year-end audit
      adjustments). No other information provided by or on behalf of the Company
      to
      the Purchaser that is not included in the SEC Documents contains any untrue
      statement of a material fact or omits to state any material fact necessary
      in
      order to make the statements therein, in the light of the circumstance under
      which they are or were made, not misleading.

     

    
      
        
        

      

      
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    2.15 Absence
      of Certain Changes.
      Except
      as disclosed in the SEC Documents, since December 31, 2005, there has been
      no
      material adverse change and no material adverse development in the business,
      properties, operations, condition (financial or otherwise), results of
      operations or prospects of the Company or its Subsidiaries. Since December
      31,
      2005, the Company has not (i) declared or paid any dividends,
      (ii) sold any assets, individually or in the aggregate, in excess of
      $50,000 outside of the ordinary course of business or (iii) had capital
      expenditures, individually or in the aggregate, in excess of $100,000. The
      Company has not taken any steps to seek protection pursuant to any bankruptcy
      law nor does the Company have any knowledge or reason to believe that its
      creditors intend to initiate involuntary bankruptcy proceedings or any actual
      knowledge of any fact which would reasonably lead a creditor to do so. After
      giving effect to the transactions contemplated hereby to occur at the Closing,
      the Company will not be Insolvent (as hereinafter defined). For purposes of
      this
      Agreement, “Insolvent” means (i) the present fair saleable value of the
      Company’s assets is less than the amount required to pay the Company’s total
      indebtedness, contingent or otherwise, (ii) the Company is unable to pay
      its debts and liabilities, subordinated, contingent or otherwise, as such debts
      and liabilities become absolute and matured, (iii) the Company intends to
      incur or believes that it will incur debts that would be beyond its ability
      to
      pay as such debts mature or (iv) the Company has unreasonably small capital
      with which to conduct the business in which it is engaged as such business
      is
      now conducted and is proposed to be conducted.

     

    2.16 Foreign
      Corrupt Practices.

     

    (a) Neither
      the Company, nor any director, officer, agent, employee or other Person acting
      on behalf of the Company has, in the course of its actions (a) used any
      corporate funds for any unlawful contribution, gift, entertainment or other
      unlawful expenses relating to political activity, (b) made any direct or
      indirect unlawful payment to any foreign or domestic government official or
      employee from corporate funds, (c) violated or is in violation of any
      provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended or
      (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or
      other unlawful payment to any foreign or domestic government official or
      employee.

     

    (b) None
      of
      the Subsidiaries of the Company, nor any of their respective directors,
      officers, agents, employees or other Persons acting on behalf of such
      subsidiaries has, in the course of their respective actions (a) used any
      corporate funds for any unlawful contribution, gift, entertainment or other
      unlawful expenses relating to political activity, (b) made any direct or
      indirect unlawful payment to any foreign or domestic government official or
      employee from corporate funds, (c) violated or is in violation of any
      provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended or
      (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or
      other unlawful payment to any foreign or domestic government official or
      employee.

     

    
      
        
        

      

      
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    2.17 Transactions
      With Affiliates.
      Except
      as set forth in the SEC Documents, none of the officers, directors or employees
      of the Company is presently a party to any transaction with the Company or
      any
      of its Subsidiaries (other than for ordinary course services as employees,
      officers or directors), including any contract, agreement or other arrangement
      providing for the furnishing of services to or by, providing for rental of
      real
      or personal property to or from, or otherwise requiring payments to or from
      any
      such officer, director or employee or, to the knowledge of the Company, any
      corporation, partnership, trust or other entity in which any such officer,
      director, or employee has a substantial interest or is an officer, director,
      trustee or partner.

     

    2.18 Insurance.
      The
      Company and each of its Subsidiaries are insured by insurers of recognized
      financial responsibility against such losses and risks and in such amounts
      as
      management of the Company believes to be prudent and customary in the businesses
      in which the Company and each of its Subsidiaries are engaged. Neither the
      Company nor any of its Subsidiaries has been refused any insurance coverage
      sought or applied for and neither the Company nor any of its Subsidiaries has
      any reason to believe that it will not be able to renew its existing insurance
      coverage as and when such coverage expires or to obtain similar coverage from
      similar insurers as may be necessary to continue its business at a cost that
      would not have a Material Adverse Effect.

     

    2.19 Employee
      Relations.
      Neither
      the Company nor any of its Subsidiaries is a party to any collective bargaining
      agreement or employs any member of a union. No Executive Officer of the Company
      (as defined in Rule 501(f) of the Securities Act) has notified the Company
      that such officer intends to leave the Company or otherwise terminate such
      officer’s employment with the Company. No Executive Officer of the Company, to
      the knowledge of the Company, is, or is now, in violation of any material term
      of any employment contract, confidentiality, disclosure or proprietary
      information agreement, non-competition agreement, or any other contract or
      agreement or any restrictive covenant, and the continued employment of each
      such
      executive officer does not subject the Company or any of its Subsidiaries to
      any
      liability with respect to any of the foregoing matters. The Company and each
      of
      its Subsidiaries are in compliance with all federal, state, local and foreign
      laws and regulations respecting employment and employment practices, terms
      and
      conditions of employment and wages and hours, except where failure to be in
      compliance would not, either individually or in the aggregate, reasonably be
      expected to result in a Material Adverse Effect.

     

    2.20 Title.
      Except
      as set forth on Schedule
      2.20,
      the
      Company and each of its Subsidiaries have good and marketable title to all
      personal property owned by them which is material to their respective business,
      in each case free and clear of all liens, encumbrances and defects except such
      as are described in the SEC Documents or such as do not materially affect the
      value of such property and do not interfere with the use made and proposed
      to be
      made of such property by the Company and its Subsidiaries. Any real property
      and
      facilities held under lease by the Company and each of its Subsidiaries are
      held
      by them under valid, subsisting and enforceable leases with such exceptions
      as
      are not material and do not interfere with the use made and proposed to be
      made
      of such property and buildings by the Company and each of its
      Subsidiaries.

     

    
      
        
        

      

      
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    2.21 Intellectual
      Property Rights.
      Schedule
      2.21
      sets
      forth a list of all of the Company’s patents, trademarks, trade names, service
      marks copyrights, and registrations and applications therefor, trade secrets
      and
      any other intellectual property right (collectively, “Intellectual Property
      Rights”), identifying whether owned by the Company, any of its Subsidiaries or a
      third party. The Intellectual Property Rights are, to the best of the Company’s
      knowledge, fully valid and are in full force and effect. The Company does not
      have any knowledge of any infringement by the Company or any of its Subsidiaries
      of Intellectual Property Rights of others. There is no claim, action or
      proceeding being made or brought, or to the knowledge of the Company, being
      threatened, against the Company or any of its Subsidiaries regarding its
      Intellectual Property Rights that could have a Material Adverse Effect. The
      Company is unaware of any facts or circumstances which might give rise to any
      of
      the foregoing infringements or claims, actions or proceedings. The Company
      and
      its Subsidiaries have taken reasonable security measures to protect the secrecy,
      confidentiality and value of their Intellectual Property Rights.

     

    2.22 Environmental
      Laws.
      The
      Company and each of its Subsidiaries (a) are in compliance with any and all
      Environmental Laws (as hereinafter defined), (b) have received all permits,
      licenses or other approvals required of them under applicable Environmental
      Laws
      to conduct their respective businesses and (c) are in compliance with all
      terms and conditions of any such permit, license or approval where, in each
      of
      the foregoing clauses (a), (b) and (c), the failure to so comply could be
      reasonably expected to have, individually or in the aggregate, a Material
      Adverse Effect. The term “Environmental Laws” means all federal, state, local or
      foreign laws relating to pollution or protection of human health or the
      environment (including, without limitation, ambient air, surface water,
      groundwater, land surface or subsurface strata), including, without limitation,
      laws relating to emissions, discharges, releases or threatened releases of
      chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes
      (collectively, “Hazardous Materials”) into the environment, or otherwise
      relating to the manufacture, processing, distribution, use, treatment, storage,
      disposal, transport or handling of Hazardous Materials, as well as all
      authorizations, codes, decrees, demands or demand letters, injunctions,
      judgments, licenses, notices or notice letters, orders, permits, plans or
      regulations issued, entered, promulgated or approved thereunder.

     

    2.23 Tax
      Matters.
      The
      Company and each of its Subsidiaries (a) have made or filed all federal and
      state income and all other tax returns, reports and declarations required by
      any
      jurisdiction to which it is subject, (b) have paid all taxes and other
      governmental assessments and charges that are material in amount, shown or
      determined to be due on such returns, reports and declarations, except those
      being contested in good faith and (c) have set aside on its books
      reasonably adequate provision for the payment of all taxes for periods
      subsequent to the periods to which such returns, reports or declarations apply,
      except where such failure would not have a Material Adverse Effect. There are
      no
      unpaid taxes in any material amount claimed to be due by the taxing authority
      of
      any jurisdiction, and the officers of the Company know of no basis for any
      such
      claim.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    2.24 Sarbanes-Oxley
      Act.
      The
      Company is in compliance with any and all requirements of the Sarbanes-Oxley
      Act
      of 2002 that are effective as of the date hereof and applicable to it, and
      any
      and all rules and regulations promulgated by the SEC thereunder that are
      effective and applicable to it as of the date hereof, except where such
      noncompliance would not have a Material Adverse Effect.

     

    2.25 Investment
      Company Status.
      The
      Company is not, and immediately after receipt of payment for the Acquired Shares
      will not be, an “investment company,” an “affiliated person” of, “promoter” for
      or “principal underwriter” for, or an entity “controlled” by an “investment
      company,” within the meaning of the Investment Company Act.

     

    2.26 Material
      Contracts.
      Each
      contract of the Company that involves expenditures or receipts in excess of
      $100,000 (each an “Applicable Contract”) is in full force and effect and is
      valid and enforceable in accordance with its terms. The Company has not given
      or
      received from any other entity any notice or other communication (whether oral
      or written) regarding any actual, alleged, possible or potential violation
      or
      breach of, or default under, any Applicable Contract.

     

    2.27 Inventory.
      All
      inventory of the Company consists of a quality and quantity usable and salable
      in the ordinary course of business, except for obsolete items and items of
      below-standard quality, all of which have been or will be written off or written
      down to net realizable value on the consolidated balance sheet of the Company
      and its Subsidiaries as of December 31, 2006. The quantities of each type
      of inventory (whether raw materials, work-in-process, or finished goods) are
      not
      excessive, but are reasonable and warranted in the present circumstances of
      the
      Company.

     

    2.28 Disclosure.
      The
      Company confirms that neither it nor any other Person acting on its behalf
      has
      provided the Purchaser or its agents or counsel with any information that
      constitutes or might constitute material, nonpublic information that has not
      been disclosed in the SEC Documents. The Company understands and confirms that
      the Purchaser will rely on the foregoing representations in effecting
      transactions in securities of the Company. All
      disclosure provided to the Purchaser regarding the Company, its business and
      the
      transactions contemplated hereby, including the Schedules to this Agreement,
      furnished by or on behalf of the Company are true and correct and do not contain
      any untrue statement of a material fact or omit to state any material fact
      necessary in order to make the statements made therein, in light of the
      circumstances under which they were made, not misleading.

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER

     

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

     

    3.1 Organization.
      The
      Purchaser is a corporation, limited liability company or partnership duly
      incorporated or organized, validly existing and in good standing under the
      laws
      of the jurisdiction of its incorporation or organization.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    3.2 Authorization.
      This
      Agreement has been duly authorized, validly executed and delivered by the
      Purchaser and is a valid and binding agreement and obligation of the Purchaser
      enforceable against the Purchaser in accordance with its terms, subject to
      limitations on enforcement by general principles of equity and by bankruptcy
      or
      other laws affecting the enforcement of creditors’ rights generally, and the
      Purchaser has full power and authority to execute and deliver this Agreement
      and
      the other agreements and documents contemplated hereby and to perform its
      obligations hereunder and thereunder.

     

    3.3 Investment
      Investigation.
      The
      Purchaser understands that no Federal, state, local or foreign governmental
      body
      or regulatory authority has made any finding or determination relating to the
      fairness of an investment in the Acquired Shares and that no Federal, state,
      local or foreign governmental body or regulatory authority has recommended
      or
      endorsed, or will recommend or endorse, any investment in the Acquired Shares.
      The Purchaser, in making the decision to purchase the Acquired Shares, has
      relied upon independent investigation made by it and has not relied on any
      information or representations made by third parties.

     

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

     

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

     

    3.6 Resale.
      The
      parties intend that the offer and sale of the Acquired Shares be exempt from
      registration under the Securities Act, by virtue of Section 4(2) and/or Rule
      506
      of Regulation D promulgated under the Securities Act. The Purchaser understands
      that the Acquired Shares purchased hereunder have not been, and may never be,
      registered under the Securities Act and that the Acquired Shares cannot be
      sold
      or transferred unless its is first registered under the Securities Act and
      such
      state and other securities laws as may be applicable or in the opinion of
      counsel for the Company an exemption from registration under the Securities
      Act
      is available (and then the Acquired Shares may be sold or transferred only
      in
      compliance with such exemption and all applicable state and other securities
      laws). 

     

    3.7 Reliance.
      The
      Purchaser understands that the Acquired Shares is being offered and sold to
      it
      in reliance on specific provisions of Federal and state securities laws and
      that
      the Company is relying upon the truth and accuracy of the representations,
      warranties, agreements, acknowledgments and understandings of the Purchaser
      set
      forth herein for purposes of qualifying for exemptions from registration under
      the Securities Act, and applicable state securities laws.

     

    ARTICLE
      IV

    CONDITIONS
      TO CLOSING OF THE PURCHASERS

     

    The
      obligation of the Purchaser to purchase the Acquired Shares at the Closing
      is
      subject to the fulfillment to the Purchaser’s satisfaction on or prior to the
      Closing Date of each of the following conditions, any of which may be waived
      by
      the Purchaser:

     

    4.1 Representations
      and Warranties Correct.
      The
      representations and warranties in Article II hereof shall be true and correct
      when made, and shall be true and correct on the Closing Date with the same
      force
      and effect as if they had been made on and as of the Closing Date.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    4.2 Performance.
      All
      covenants, agreements and conditions contained in this Agreement to be performed
      or complied with by the Company on or prior to the Closing Date shall have
      been
      performed or complied with by the Company in all material respects.

     

    4.3 No
      Impediments.
      Neither
      the Company nor any Purchaser shall be subject to any order, decree or
      injunction of a court or administrative agency of competent jurisdiction that
      prohibits the transactions contemplated hereby or would impose any material
      limitation on the ability of such Purchaser to exercise full rights of ownership
      of the Acquired Shares. At the time of the Closing, the purchase of the Acquired
      Shares to be purchased by the Purchaser hereunder shall be legally permitted
      by
      all laws and regulations to which the Purchaser and the Company are
      subject.

     

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

     

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

     

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

     

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

     

    4.5 Due
      Diligence Investigation.
      No fact
      shall have been discovered, whether or not reflected in the Schedules hereto,
      which in the Purchaser’s determination would make the consummation of the
      transactions contemplated by this Agreement not in the Purchaser’s best
      interests.

     

    ARTICLE
      V

    CONDITIONS
      TO CLOSING OF THE COMPANY

     

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

     

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

     

    5.2 No
      Impediments.
      Neither
      the Company nor any Purchaser shall be subject to any order, decree or
      injunction of a court or administrative agency of competent jurisdiction that
      prohibits the transactions contemplated hereby or would impose any material
      limitation on the ability of such Purchaser to exercise full rights of ownership
      of the Acquired Shares. At the time of the Closing, the purchase of the Acquired
      Shares to be purchased by the Purchaser hereunder shall be legally permitted
      by
      all laws and regulations to which the Purchaser and the Company are
      subject.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    5.3 Payment
      of Purchase Price.
      The
      Company shall have received the Purchase Price. 

     

    ARTICLE
      VI

    INDEMNIFICATION

     

    6.1 Indemnification
      by the Company.
      The
      Company agrees to defend, indemnify and hold harmless the Purchaser and shall
      reimburse the Purchaser for, from and against each claim, loss, liability,
      cost
      and expense (including without limitation, interest, penalties, costs of
      preparation and investigation, and the reasonable fees, disbursements and
      expenses of attorneys, accountants and other professional advisors)
      (collectively, “Losses”) directly or indirectly relating to, resulting from or
      arising out of any untrue representation, misrepresentation, breach of warranty
      or non-fulfillment of any covenant, agreement or other obligation by or of
      the
      Company contained herein or in any certificate, document, or instrument
      delivered to the Purchaser pursuant hereto.

     

    6.2 Indemnification
      by the Purchaser.
      The
      Purchaser agrees to defend, indemnify and hold harmless the Company and shall
      reimburse the Company for, from and against all Losses directly or indirectly
      relating to, resulting from or arising out of any untrue representation,
      misrepresentation, breach of warranty or non-fulfillment of any covenant,
      agreement or other obligation of the Purchaser contained herein or in any
      certificate, document or instrument delivered to the Company pursuant
      hereto.

     

    6.3 Procedure.
      The
      indemnified party shall promptly notify the indemnifying party of any claim,
      demand, action or proceeding for which indemnification will be sought under
      Sections 6.1 or 6.2 of this Agreement, and, if such claim, demand, action or
      proceeding is a third party claim, demand, action or proceeding, the
      indemnifying party will have the right at its expense to assume the defense
      thereof using counsel reasonably acceptable to the indemnified party. The
      indemnified party shall have the right to participate, at its own expense,
      with
      respect to any such third party claim, demand, action or proceeding. In
      connection with any such third party claim, demand, action or proceeding, the
      Purchaser and the Company shall cooperate with each other and provide each
      other
      with access to relevant books and records in their possession. No such third
      party claim, demand, action or proceeding shall be settled without the prior
      written consent of the indemnified party, which shall not be unreasonably
      withheld. If a firm written offer is made to settle any such third party claim,
      demand, action or proceeding and the indemnifying party proposes to accept
      such
      settlement and the indemnified party refuses to consent to such settlement,
      then: (i) the indemnifying party shall be excused from, and the indemnified
      party shall be solely responsible for, all further defense of such third party
      claim, demand, action or proceeding; and (ii) the maximum liability of the
      indemnifying party relating to such third party claim, demand, action or
      proceeding shall be the amount of the proposed settlement if the amount
      thereafter recovered from the indemnified party on such third party claim,
      demand, action or proceeding is greater than the amount of the proposed
      settlement.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    ARTICLE
      VII

    MISCELLANEOUS

     

    7.1 Governing
      Law.
      This
      Agreement and the rights of the parties hereunder shall be governed in all
      respects by the laws of the State of New York wherein the terms of this
      Agreement were negotiated, without regard to the conflicts of laws
      thereof.

     

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

     

    7.3 Amendment.
      This
      Agreement may not be amended, discharged or terminated (or any provision hereof
      waived) without the written consent of the Company and the Purchaser.


     

    7.4 Successors
      and Assigns.
      Except
      as otherwise expressly provided herein, the provisions hereof shall inure to
      the
      benefit of, and be binding upon and enforceable by and against, the successors,
      assigns, heirs, executors and administrators of the parties hereto. The
      Purchaser may assign its rights hereunder, and the Company may not assign its
      rights or obligations hereunder without the consent of the Purchaser or any
      of
      its successors, assigns, heirs, executors and administrators. 

     

    7.5 Entire
      Agreement.
      This
      Agreement, the Transaction Documents and the other documents delivered pursuant
      hereto and simultaneously herewith constitute the full and entire understanding
      and agreement between the parties with regard to the subject matter hereof
      and
      thereof.

     

    7.6 Notices,
      etc.
      All
      notices, demands or other communications given hereunder shall be in writing
      and
      shall be sufficiently given if delivered either personally or by a nationally
      recognized courier service marked for next business day delivery or sent in
      a
      sealed envelope by first class mail, postage prepaid and either registered
      or
      certified, addressed as follows:

     

    
      	 	
              (a)

            	
              if
                to the Company:

            
	 	 	
              8406
                Benjamin Road, Suite C

            
	 	 	
              Tampa,
                Florida 33634

            
	 	 	
              Attn:
                Philip Cohen, Chief Executive Officer

            
	 	 	 
	 	
              (b)

            	
              if
                to a Purchaser:

            
	 	 	 
	 	 	
              Vicis
                Capital Master Fund

            
	 	 	
              Tower
                56, Suite 700

            
	 	 	
              126
                E. 56th Street, 7th Floor

            
	 	 	
              New
                York, NY 10022

            
	 	 	
              Attn:
                Shad Stastney

            


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              with
                a copy to:

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

            
	 	 	
              Milwaukee,
                Wisconsin 53202

            


    

     

    7.7 Delays
      or Omissions.
      No
      delay or omission to exercise any right, power or remedy accruing to any holder
      of any Acquired Shares upon any breach or default of the Company under this
      Agreement shall impair any such right, power or remedy of such holder nor shall
      it be construed to be a waiver of any such breach or default, or an
      acquiescence, therein, or of or in any similar breach or default thereafter
      occurring; nor shall any waiver of any single breach or default be deemed a
      waiver of any other breach or default theretofore or thereafter occurring.
      Any
      waiver, permit, consent or approval of any kind or character on the part of
      any
      holder of any breach or default under this Agreement, or any waiver on the
      part
      of any holder of any provisions or conditions of this Agreement must be, made
      in
      writing and shall be effective only to the extent specifically set forth in
      such
      writing. All remedies, either under this Agreement or by law or otherwise
      afforded to any holder, shall be cumulative and not alternative.

     

    7.8 Severability.
      The
      invalidity of any provision or portion of a provision of this Agreement shall
      not affect the validity of any other provision of this Agreement or the
      remaining portion of the applicable provision. It is the desire and intent
      of
      the parties hereto that the provisions of this Agreement shall be enforced
      to
      the fullest extent permissible under the laws and public policies applied in
      each jurisdiction in which enforcement is sought. Accordingly, if any particular
      provision of this Agreement shall be adjudicated to be invalid or unenforceable,
      such provision shall be deemed amended to delete therefrom the portion thus
      adjudicated to be invalid or unenforceable, such deletion to apply only with
      respect to the operation of such provision in the particular jurisdiction in
      which such adjudication is made.

     

    7.9 [Intentionally
      Omitted].

     

    7.10 Consent
      to Jurisdiction; Waiver of Jury Trial.
      EACH
      OF
      THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS
      TO
      THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED THE STATE
      AND
      COUNTY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
      RELATING TO THIS AGREEMENT AND THE TRANSACTION DOCUMENTS. EACH OF THE PARTIES
      TO
      THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
      ANY
      OBJECTION WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE
      OF ANY SUCH PROCEEDING BROUGHT IN ANY SUCH COURTS AND ANY CLAIM THAT ANY SUCH
      PROCEEDING BROUGHT IN ANY SUCH COURTS HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
      EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
      BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY SUCH LEGAL PROCEEDING. EACH OF THE
      PARTIES TO THIS AGREEMENT HEREBY CONSENTS TO SERVICE OF PROCESS BY NOTICE IN
      THE
      MANNER SPECIFIED IN SECTION 7.6 AND IRREVOCABLY WAIVES, TO THE FULLEST
      EXTENT PERMITTED BY LAW, ANY OBJECTION SUCH PARTY MAY NOW OR HEREAFTER HAVE
      TO
      SERVICE OF PROCESS IN SUCH MANNER.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    7.11 Titles
      and Subtitles.
      The
      titles of the articles, sections and subsections of this Agreement are for
      convenience of reference only and are not to be considered in construing this
      Agreement.

     

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

     

    7.13 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one
      instrument.

     

    7.14 Adjustments
      Pursuant to Ratchet Provisions.
      

     

    (a) Adjustment
      to Warrants.
      The
      parties agree and acknowledge that as a result of that certain Stock Purchase
      Agreement, dated April 13, 2007, between the parties, the exercise price of
      the
      Warrants was ratcheted down to $.01 per share.

     

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Stock Purchase
      Agreement, as of the day and year first above written.

     

    
      	 	 	 
	 	 	COMPANY:
	 	 	 
	 	 	MEDICAL MEDIA TELEVISION, INC.
	 
 	 
 	 
 
	 	 	/s/ Philip
              M.
              Cohen
	 	
              
Philip
              M. Cohen
	 	President
              and
              Chief Executive Officer
	 	 
	 	 
	 	 
	 	PURCHASER:
	 	 
	 	VICIS CAPITAL MASTER FUND
	 	By: Vicis Capital LLC
	 	 
	 	 
	 	/s/ Keith Hughes
	 	
              
Keith
              Hughes
	 	Chief Financial
              Officer