Medical Media Television, Inc.
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>v051005_ex10-5.txt
<TEXT>

Exh. 10.5-Ross Promissory Note for $200,000 dated February 16, 2006

THIS  CONVERTIBLE  PROMISSORY NOTE IS BEING ISSUED TO GILBERT B. ROSS AS A CARVE
OUT  FROM  THE  CONVERTIBLE   PROMISSORY  NOTE  ISSUED  TO   CAPITALSMART,   LLC
("CAPITALSMART  NOTE") DATED FEBRUARY 15, 2006 FOR $1,000,000.  PER AN AGREEMENT
BETWEEN THE PRINCIPALS OF CAPITALSMART, LLC, THE CAPITALSMART NOTE WAS CANCELLED
AND INDIVIDUAL CONVERTIBLE PROMISSORY NOTES WERE ISSUED IN LIEU THEREOF, EACH IN
THE NAME OF A PRINCIPAL (OR ENTITY CONTROLLED BY A PRINCIPAL) OF CAPITALSMART.

THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "SECURITIES  ACT"),  OR ANY  STATE  SECURITIES  LAW 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 THAT  REGISTRATION  OF SUCH SECURITIES
UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED.


                         MEDICAL MEDIA TELEVISION, INC.

                           CONVERTIBLE PROMISSORY NOTE


U.S. $200,000                                                  February 16, 2006
No.: PN-0216-GBR

            FOR VALUE RECEIVED, the undersigned, Medical Media Television, Inc.,
a Florida  corporation (the  "Company"),  hereby promises to pay to the order of
Gilbert  B. Ross or any future  permitted  holder of this  promissory  note (the
"Investor",  "Payee",  or "Holder"),  at the  principal  office of the Payee set
forth  herein,  or at such other place as the Payee may  designate in writing to
the Company, the principal sum of Two Hundred Thousand Dollars (U.S.  $200,000),
or such other amount as may be outstanding hereunder,  together with any accrued
but unpaid interest, in such coin or currency of the United States of America as
at the time shall be legal  tender for the payment of public and  private  debts
and in immediately  available funds, as provided in this Convertible  Promissory
Note  (the  "Note").  This  Note is the Note  referred  to in the Note  Purchase
Agreement  dated as of February 15, 2006,  between the Company and the purchaser
named  therein  (the  "Purchase  Agreement").  Capitalized  terms  used  and not
otherwise defined herein shall have the meanings set forth for such terms in the
Purchase Agreement.

            1. Principal and Interest Payments.

                  (a) The Payee  shall loan the  Company,  in  installments,  an
aggregate of $200,000.

                  (b) The  Company  shall  repay  in full the  entire  principal
balance then  outstanding  under this Note plus any accrued but unpaid interest:
(i) at any time on or  before  February  15,  2009,  or (ii) as this Note may be
extended  pursuant to the terms hereof,  or (iii) upon the  acceleration  of the
obligations as  contemplated  by this Note, all being described as the "Maturity
Date."
<PAGE>

                  (c) The Note shall bear  interest at a rate of twenty  percent
(20%) per annum. Interest shall accrue but will not become due and payable until
the Maturity Date.

                  (d) This Note  shall  not be  convertible  until the  Maturity
Date.  With the consent of both the Company  and the  Investor,  the Note may be
extended  for an  additional  12-month  term,  with the  terms  of the  interest
payments  remaining  the same as outlined  in 1(c) above.  The Note shall not be
convertible such that the Investor's  overall Common Stock ownership position in
the Company exceeds 4.99%.

                  (e) The Company has the option to pay the principal  amount of
this Note plus any  accrued but unpaid  interest  in a cash  payment at any time
prior to the Maturity Date.

            2. Conversion Option; Issuance of Certificates.

                  (a) This Note  shall  not be  convertible  until the  Maturity
Date. If the Company has not paid the Note prior to the Maturity  Date,  then at
the Maturity  Date,  the  outstanding  principal  amount of this Note,  plus any
accrued but unpaid interest shall be due and payable in cash; provided, however,
the  Payee  shall  have the sole  option to  convert  on the  Maturity  Date the
outstanding  principal  amount of this Note plus any accrued but unpaid interest
into such number of shares of common stock of the Company,  par value $.0005 per
share (the "Common Stock"),  equal to the principal amount of this Note plus any
accrued but unpaid interest being converted divided by the Conversion Price. For
purposes  of this Note,  "Conversion  Price"  shall  mean the amount  equal to a
twenty  percent  (20%)  discount to the  then-current  market price based on the
average  closing  price for the  twenty  (20)  days  immediately  preceding  the
conversion,  but in no event shall the Conversion  Price be less than $0.166 per
share. Upon conversion of this Note into shares of Common Stock, the outstanding
principal  amount of this Note,  together with any accrued but unpaid  interest,
shall be deemed to be the  consideration for the Payee's interest in such shares
of Common Stock.

                  (b) In the event that the Payee  elects to  convert  this Note
into shares of Common Stock in accordance with Section 2(a) herein,  the Company
shall,  not later than five (5) trading days after the  conversion of this Note,
issue and deliver to the Payee by express  courier a certificate or certificates
representing  the  number  of shares of Common  Stock  being  acquired  upon the
conversion of this Note.

            3. Ownership Cap and Certain Exercise Restrictions.

                  (a) Notwithstanding anything to the contrary set forth in this
Note,  at no time may a Holder of this Note  convert  this Note if the number of
shares of Common Stock to be issued  pursuant to such  conversion  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  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 Note providing the Company
with  sixty-one  (61) days notice  (pursuant  to Section 13 hereof) (the "Waiver
Notice")  that such Holder  would like to waive this Section 3(a) with regard to
any or all shares of Common  Stock  issuable  upon  exercise of this Note,  this
Section  3(a) will be of no force or effect  with  regard to all or a portion of
the Note 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 Note.


                                        2
<PAGE>

                  (b) The  Holder may not  convert  this Note  hereunder  to the
extent  such  conversion  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 conversion of the Note held by the
Holder after application of this Section; provided,  however, that upon a holder
of this Note  providing  the Company with a Waiver Notice that such holder would
like to waive this Section 3(b) with regard to any or all shares of Common Stock
issuable upon conversion of this Note, this Section 3(b) shall be of no force or
effect  with regard to those  shares of Common  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 Note.

            4. Responsibilities of Company:

                  (a) Issue Taxes.  The Company  shall pay any and all issue and
other taxes, excluding federal, state or local income taxes, that may be payable
in respect of any issue or delivery of shares of Common Stock on  conversion  of
this Note pursuant  thereto;  provided,  however,  that the Company shall not be
obligated to pay any transfer taxes resulting from any transfer requested by any
holder in connection with any such conversion.

                  (b) Fractional  Shares.  No fractional  shares of Common Stock
shall be issued upon  conversion of this Note. In lieu of any fractional  shares
to which the Payee would otherwise be entitled, the Company shall pay cash equal
to the  product of such  fraction  multiplied  by the average of the closing bid
prices of the Common Stock for the five (5) consecutive trading days immediately
preceding the date of conversion of this Note.

                  (c)  Reservation  of Common  Stock.  The Company  shall at all
times when this Note shall be outstanding, reserve and keep available out of its
authorized but unissued shares of Common Stock,  such number of shares of Common
Stock as shall from time to time be sufficient to effect the  conversion of this
Note.

                  (d)  Registration  Rights.  The  Investor  is  aware  that the
Company  filed a  Registration  Statement on Form SB-2 which was approved by the
Securities & Exchange  Commission on March 1, 2006 and that a total of 2,500,000
shares of Common Stock were reserved and  registered  for the  conversion of the
original CapitalSmart  Convertible Promissory Note for $1,000,000.  The Investor
acknowledges  and  understands  that 500,000  shares of Common Stock  previously
registered has been allocated for the future  conversion of the principal amount
of this Note, plus all accrued but unpaid interest (the "Allocated Shares"). Any
shares of  Common  Stock  issued  to the  Investor  upon the  conversion  of the
principal  amount of this Note plus all accrued but unpaid interest in excess of
the Allocated Shares shall have standard piggyback registration rights.

            5. No Rights as Shareholder. Nothing contained in this Note shall be
construed as conferring  upon the Payee,  prior to the  conversion of this Note,
the right to vote or to receive  dividends or to consent or to receive notice as
a  shareholder  in respect of any meeting of  shareholders  for the  election of
directors  of the  Company  or of any other  matter,  or any  other  rights as a
shareholder of the Company.

            6.  Payment on  Non-Business  Days.  Whenever any payment to be made
shall be due on a  Saturday,  Sunday or a public  holiday  under the laws of the
State of Florida, such payment may be due on the next succeeding business day.

            7.  Representations  and  Warranties  of the  Company.  The  Company
represents and warrants to the Payee as follows:


                                        3
<PAGE>

                  (a) The Company has been duly  incorporated,  validly  exists,
and is in good  standing  under  the laws of the  State of  Florida,  with  full
corporate  power and authority to own,  lease and operate its  properties and to
conduct its business as currently conducted.

                  (b) This Note has been duly  authorized,  validly executed and
delivered on behalf of the Company and is a valid and binding  obligation of the
Company enforceable against the Company 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
Company has full power and  authority  to execute  and deliver  this Note and to
perform its obligations hereunder.

                  (c) The execution,  delivery and performance of this Note will
not (i)  conflict  with or result  in a breach of or a default  under any of the
terms or  provisions  of, (A) the  Company's  certificate  of  incorporation  or
by-laws, or (B) any material provision of any indenture, mortgage, deed of trust
or other material  agreement or instrument to which the Company is a party or by
which it or any of its material  properties or assets is bound, (ii) result in a
violation of any material provision of any law, statute,  rule,  regulation,  or
any existing applicable decree, judgment or order by any court, Federal or state
regulatory  body,  administrative  agency,  or other  governmental  body  having
jurisdiction  over the Company,  or any of its material  properties or assets or
(iii)  result in the creation or  imposition  of any  material  lien,  charge or
encumbrance  upon any  material  property or assets of the Company or any of its
subsidiaries  pursuant to the terms of any  agreement or instrument to which any
of them is a party or by which any of them may be bound or to which any of their
property or any of them is subject.

                  (d) No consent,  approval or  authorization of or designation,
declaration or filing with any governmental authority on the part of the Company
is required in connection with the valid execution and delivery of this Note.

            8. Events of Default.  The occurrence of any of the following events
shall be an "Event of Default" under this Note:

                  (a) the  Company  shall fail to make the payment of any amount
of any  principal  outstanding  on the date such  payment  shall  become due and
payable hereunder; or

                  (b) the Company  shall fail to make  interest  payments on the
date such payments shall become due and payable hereunder; or

                  (c) any representation,  warranty or certification made by the
Company herein, or in any certificate or financial statement shall prove to have
been false or  incorrect  or  breached  in a material  respect on the date as of
which made; or

                  (d) the holder of any  indebtedness  of the  Company or any of
its  subsidiaries  shall  accelerate  any  payment  of any  amount or amounts of
principal or interest on any indebtedness (the  "Indebtedness")  (other than the
Indebtedness  hereunder)  prior  to its  stated  maturity  or  payment  date the
aggregate  principal  amount of which  Indebtedness  of all such  persons  is in
excess of $100,000, whether such Indebtedness now exists or shall hereinafter be
created,  and such accelerated  payment entitles the holder thereof to immediate
payment of such  Indebtedness  which is due and owing and such  indebtedness has
not been discharged in full or such acceleration has not been stayed,  rescinded
or annulled within ten (10) business days of such acceleration; or


                                        4
<PAGE>

                  (e) a  judgment  or order for the  payment  of money  shall be
rendered against the Company or any of its subsidiaries in excess of $100,000 in
the aggregate (net of any applicable  insurance coverage) for all such judgments
or orders against all such persons (treating any deductibles,  self insurance or
retention  as not so  covered)  that  shall  not be  discharged,  and  all  such
judgments and orders remain outstanding,  and there shall be any period of sixty
(60)  consecutive  days  following  entry of the  judgment or order in excess of
$500,000 or the judgment or order which causes the  aggregate  amount  described
above to exceed  $500,000 during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; or

                  (f)  the  Company  shall  (i)  apply  for  or  consent  to the
appointment of, or the taking of possession by, a receiver,  custodian,  trustee
or  liquidator  of itself or of all or a  substantial  part of its  property  or
assets,  (ii)  admit in  writing  its  inability  to pay its debts as such debts
become due,  (iii) make a general  assignment  for the benefit of its creditors,
(iv) commence a voluntary case under the Bankruptcy Code or under the comparable
laws of any jurisdiction  (foreign or domestic),  (v) file a petition seeking to
take advantage of any  bankruptcy,  insolvency,  moratorium,  reorganization  or
other similar law affecting the enforcement of creditors' rights generally, (vi)
acquiesce in writing to any petition  filed  against it in an  involuntary  case
under the  Bankruptcy  Code or under  the  comparable  laws of any  jurisdiction
(foreign  or  domestic),  or  (vii)  take  any  action  under  the  laws  of any
jurisdiction (foreign or domestic) analogous to any of the foregoing; or

                  (g) a proceeding  or case shall be commenced in respect of the
Company or any of its  subsidiaries  without its application or consent,  in any
court of competent  jurisdiction,  seeking (i) the liquidation,  reorganization,
moratorium,  dissolution,  winding up, or  composition  or  readjustment  of its
debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the
like of it or of all or any  substantial  part of its  assets  or (iii)  similar
relief in respect of it under any law providing  for the relief of debtors,  and
such  proceeding or case  described in clause (i), (ii) or (iii) shall  continue
undismissed,  or unstayed and in effect, for a period of thirty (30) consecutive
days or any order for relief shall be entered in an  involuntary  case under the
Bankruptcy  Code or under the comparable  laws of any  jurisdiction  (foreign or
domestic)  against the Company or any of its  subsidiaries  or action  under the
laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing
shall be taken with respect to the Company or any of its  subsidiaries and shall
continue  undismissed,  or  unstayed  and in effect for a period of thirty  (30)
consecutive days; or

                  (h) failure by the Company to issue the  Conversion  Shares or
notice from the Company to the Payee,  including by way of public  announcement,
at any time,  of its  inability  to comply or its  intention  not to comply with
proper requests for conversion of this Note into shares of Common Stock.

            9. Remedies  Upon An Event of Default.  If an Event of Default shall
have occurred and shall be continuing, the Payee of this Note may at any time at
its  option,  (a)  declare  the entire  unpaid  principal  balance of this Note,
together with all accrued but unpaid interest,  due and payable,  and thereupon,
the same shall be accelerated and so due and payable;  provided,  however,  that
upon the  occurrence of an Event of Default  described in Sections 8(f) and (g),
without  presentment,  demand,  protest,  or  notice,  all of which  are  hereby
expressly unconditionally and irrevocably waived by the Company, the outstanding
principal balance and any accrued but unpaid interest shall be automatically due
and payable; or (b) exercise or otherwise enforce any one or more of the Payee's
rights, powers, privileges, remedies and interests under this Note or applicable
law.  No  course  of delay on the part of the Payee  shall  operate  as a waiver
thereof  or  otherwise  prejudice  the right of the Payee.  No remedy  conferred
hereby  shall be  exclusive  of any other  remedy  referred  to herein or now or
hereafter available at law, in equity, by statute or otherwise.  Notwithstanding
the foregoing,  Payee agrees that its rights and remedies  hereunder are limited
to receipt of cash or shares of Common Stock in the amounts described herein.


                                        5
<PAGE>

            10.  Replacement.  Upon receipt of a duly  executed,  notarized  and
unsecured  written  statement from the Payee with respect to the loss,  theft or
destruction of this Note (or any replacement  hereof),  and without requiring an
indemnity bond or other security,  or, in the case of a mutilation of this Note,
upon  surrender  and  cancellation  of such Note,  the Company shall issue a new
Note,  of like tenor and  amount,  in lieu of such lost,  stolen,  destroyed  or
mutilated Note.

            11. Parties in Interest, Transferability. This Note shall be binding
upon the Company and its successors and assigns and the terms hereof shall inure
to the benefit of the Payee and its successors and permitted assigns.  This Note
may be transferred or sold,  subject to the provisions of this Note, or pledged,
hypothecated or otherwise granted as security by the Payee.

            12.  Amendments.  This Note may not be  modified  or  amended in any
manner except in writing executed by the Company and the Payee.

            13. Assignment.  Neither party may assign,  sell, or transfer to any
third person the rights of such party hereunder;  provided,  however, that Payee
may assign his rights  hereunder  to an entity  wholly owned and  controlled  by
Payee.

            14.  Notices.  Any  notice,   demand,   request,   waiver  or  other
communication  required or permitted to be given  hereunder  shall be in writing
and shall be  effective  (a) upon hand  delivery by telecopy or facsimile at the
address or number designated below (if delivered on a business day during normal
business  hours where such notice is to be received),  or the first business day
following such delivery (if delivered other than on a business day during normal
business  hours  where  such  notice  is to be  received)  or (b) on the  second
business day following  the date of mailing by express  courier  service,  fully
prepaid,  addressed to such  address,  or upon actual  receipt of such  mailing,
whichever  shall first occur.  The Company will give written notice to the Payee
at least  thirty  (30) days  prior to the date on which the  Company  closes its
books and in no event shall such notice be provided to such holder prior to such
information  being made known to the public.  The Company will also give written
notice  to the  Payee  at  least  twenty  (20)  days  prior to the date on which
dissolution,  liquidation  or  winding-up  will take place and in no event shall
such notice be provided to the Payee prior to such information  being made known
to the public.

         Address of the Payee:     Gilbert B. Ross
                                   17640 Vincennes St.
                                   Northridge, California 91325
                                   Tel. No.: (818) 993-7480
                                   Fax No.: (818) 349-7918

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


                                        6
<PAGE>

                 with a copy to:   Bush Ross Gardner Warren & Rudy, PA
                                   Attn:  John N. Giordano
                                   220 S. Franklin St.
                                   Tampa, FL  33601
                                   Tel. No.:  (813) 224-9255
                                   Fax No.:  (813) 223-9620

            15.  Governing  Law. This Note shall be governed by and construed in
accordance with the internal laws of the State of Florida, without giving effect
to the choice of law provisions. This Note shall not be interpreted or construed
with any presumption against the party causing this Note to be drafted.

            16. Headings. Article and section headings in this Note are included
herein for purposes of  convenience of reference only and shall not constitute a
part of this Note for any other purpose.

            17. Remedies,  Characterizations,  Other  Obligations,  Breaches and
Injunctive Relief. The remedies provided in this Note shall be cumulative and in
addition to all other  remedies  available  under this Note, at law or in equity
(including,  without limitation,  a decree of specific  performance and/or other
injunctive  relief),  no  remedy  contained  herein  shall be deemed a waiver of
compliance  with the  provisions  giving rise to such remedy and nothing  herein
shall  limit a Payee's  right to pursue  actual  damages  for any failure by the
Company to comply with the terms of this Note. Amounts set forth or provided for
herein with respect to payments and the like (and the computation thereof) shall
be the amounts to be received  by the Payee and shall not,  except as  expressly
provided  herein,  be subject to any other  obligation  of the  Company  (or the
performance  thereof).  The  Company  acknowledges  that a  breach  by it of its
obligations  hereunder will cause irreparable and material harm to the Payee and
that the remedy at law for any such  breach  may be  inadequate.  Therefore  the
Company agrees that, in the event of any such breach or threatened  breach,  the
Payee shall be entitled, in addition to all other available rights and remedies,
at law or in equity, to seek and obtain such equitable relief, including but not
limited to an  injunction  restraining  any such  breach or  threatened  breach,
without the  necessity  of showing  economic  loss and without any bond or other
security being required.

            18.  Failure or  Indulgence  Not Waiver.  No failure or delay on the
part of the Payee in the  exercise of any power,  right or  privilege  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege.

            19.  Enforcement  Expenses.  The Company agrees to pay all costs and
expenses of enforcement of this Note, including, without limitation,  reasonable
attorneys' fees and expenses.

            20. Binding Effect. The obligations of the Company and the Payee set
forth  herein  shall be binding  upon the  successors  and  assigns of each such
party,  whether or not such  successors  or assigns are  permitted  by the terms
hereof.

            21.  Compliance  with  Securities  Laws.  The  Payee  of  this  Note
acknowledges that this Note is being acquired solely for the Payee's own account
and not as a nominee for any other party, and for investment, and that the Payee
shall not offer, sell or otherwise dispose of this Note other than in compliance
with the laws of the United  States of America and as guided by the rules of the
Securities  and  Exchange   Commission.   This  Note  and  any  Note  issued  in
substitution  or  replacement  therefore  shall be stamped or  imprinted  with a
legend in substantially the following form:


                                        7
<PAGE>

                  "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933,  AS  AMENDED  (THE  "SECURITIES   ACT"),  OR  ANY  STATE
                  SECURITIES  LAW 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
                  THAT  REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT
                  AND UNDER THE PROVISIONS OF APPLICABLE  STATE  SECURITIES LAWS
                  IS NOT REQUIRED."

            22. Severability.  The provisions of this Note are severable, and if
any provision shall be held invalid or  unenforceable in whole or in part in any
jurisdiction,  then such invalidity or unenforceability  shall not in any manner
affect such provision in any other  jurisdiction  or any other provision of this
Note in any jurisdiction.

            23. Consent to  Jurisdiction.  Each of the Company and the Payee (i)
hereby  irrevocably  submits to the  jurisdiction  of the United States District
Court sitting in Central  Florida and the courts of the State of Florida located
in  Hillsborough  County  for the  purposes  of any suit,  action or  proceeding
arising out of or relating to this Note and (ii) hereby  waives,  and agrees not
to  assert in any such  suit,  action or  proceeding,  any claim  that it is not
personally  subject to the jurisdiction of such court,  that the suit, action or
proceeding  is brought in an  inconvenient  forum or that the venue of the suit,
action or proceeding is improper.  Each of the Company and the Payee consents to
process  being served in any such suit,  action or  proceeding by mailing a copy
thereof to such party at the  address  set forth in Section 13 hereof and agrees
that such service shall  constitute  good and sufficient  service of process and
notice  thereof.  Nothing in this  Section 23 shall affect or limit any right to
serve process in any other manner permitted by law.

            24.  Company  Waivers.  Except as  otherwise  specifically  provided
herein, the Company and all others that may become liable for all or any part of
the obligations evidenced by this Note, hereby waive presentment, demand, notice
of nonpayment,  protest and all other demands and notices in connection with the
delivery,  acceptance,  performance  and enforcement of this Note, and do hereby
consent to any number of renewals of  extensions  of the time or payment  hereof
and agree that any such renewals or extensions may be made without notice to any
such persons and without affecting their liability herein and do further consent
to the release of any person liable hereon,  all without affecting the liability
of the other persons,  firms or Company liable for the payment of this Note, AND
DO HEREBY WAIVE TRIAL BY JURY.

                  (a)  No  delay  or  omission  on the  part  of  the  Payee  in
exercising  its rights under this Note,  or course of conduct  relating  hereto,
shall  operate as a waiver of such rights or any other  right of the Payee,  nor
shall any waiver by the Payee of any such right or rights on any one occasion be
deemed a waiver of the same right or rights on any future occasion.

                  (b) THE COMPANY  ACKNOWLEDGES  THAT THE  TRANSACTION  OF WHICH
THIS NOTE IS A PART IS A COMMERCIAL  TRANSACTION,  AND TO THE EXTENT  ALLOWED BY
APPLICABLE  LAW,  HEREBY  WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO
ANY  PREJUDGMENT  REMEDY WHICH THE PAYEE OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE
TO USE.


                                        8
<PAGE>

            IN WITNESS WHEREOF, the Company has executed and delivered this Note
as of July 26, 2006 with an effective date as of the date first written above.


                                MEDICAL MEDIA TELEVISION, INC.



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


                                        9
</TEXT>
</DOCUMENT>
