THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUED UPON EXERCISE HEREOF
HAVE  NOT  BEEN  REGISTERED  UNDER  THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED  (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF,
BY  PURCHASING  SUCH  SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT
SUCH  SECURITIES  MAY  BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
CORPORATION, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER
THE SECURITIES ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER
THE  SECURITIES  ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE,
AND  IN  COMPLIANCE  WITH ANY APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS, OR
(D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT
OR  ANY  APPLICABLE STATE SECURITIES LAWS AND, IN THE CASE OF SUPARAGRAPH (C) OR
(D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED
STANDING  IN  FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT.
HEDGING  TRANSACTIONS  INVOLVING  THE  SECURITIES  REPRESENTED HEREBY MAY NOT BE
CONDUCTED  UNLESS  IN  COMPLIANCE  WITH  THE  SECURITIES  ACT.

                                                                   DEBENTURE ___

                                                        PRINCIPAL AMOUNT US$____

                              TAYLOR MADISON CORP.

               Incorporated under the Laws of the State of Florida

                           10 % CONVERTIBLE DEBENTURE

     For  value  received,  TAYLOR  MADISON  CORP.  (the  "Corporation")  hereby
acknowledges  itself indebted to [Insert Name of Investor], or its successors or
assigns  (the  "Holder"),  and  promises to pay to the Holder or its assigns the
amount  of  $[Insert  Principal  Amount] (the "Principal Amount"), together with
interest  at  the  rate  set forth below, and any other charges which may accrue
pursuant to the terms of this 10% Convertible Debenture (this "Debenture"), such
amounts to be paid to the Holder in cash or equity securities in accordance with
the  terms,  conditions  and provisions of this Debenture, at the offices of the
Corporation  at  5422  Carrier  Drive,  Suite 306, Orlando, FL 32819, or at such
other  place  or  places  within Florida as may be designated by the Corporation
from  time  to time by notice in writing to the Holder.  This Debenture is being
issued  pursuant  to the terms of a Subscription Agreement dated on or about the
date  hereof  by  and  between the Corporation and the Holder (the "Subscription
Agreement").

                                    ARTICLE 1
                                 INTERPRETATION

1.1     DEFINITIONS

Whenever used in this Debenture, unless there is something in the subject matter
or  context inconsistent therewith, the following words and terms shall have the
indicated  meanings,  respectively:

"1933  ACT"  means  the  United  States  Securities  Act  of  1933,  as amended;

"THIS  DEBENTURE",  "THE  DEBENTURE", "DEBENTURE", "HERETO", "HEREIN", "HEREBY",
"HEREUNDER",  "HEREOF"  and  similar  expressions  refer to this 10% Convertible
Debenture  and  not  to  any  particular  Article,  Section, Subsection, clause,
subdivision  or  other  portion  hereof  and  include  any  and every instrument
supplemental  or  ancillary  hereto  and  every  debenture issued in replacement
hereof;

"BUSINESS  DAY"  means  a  day  that  is  not a Saturday or Sunday or a civic or
statutory  holiday at the place where the Corporation has its registered office;

"CLASS  A  WARRANT"  means  a  Class  A  common  share  purchase  warrant of the
Corporation  issued  to  the  Holder on even date herewith, each Class A Warrant
entitling the holder thereof to acquire a Share at a price of USD$0.60 per Share
for  a  period  of  five  years  from  May  6,  2005;

<PAGE>

                                      -2-

"COMMON  STOCK"  means  common shares in the capital of the Corporation, as such
shares  exist  at the close of business on the date of execution and delivery of
this  Debenture  and  shall  include  any  and  all  shares  resulting  from any
subdivision,  redivision,  reduction,  combination  or  consolidation,  merger,
amalgamation  or  reorganization  and  any  common  shares  of  any  company  or
corporation  to  which  the Corporation may sell, lease or transfer or otherwise
dispose  of  all  or  substantially  all  of  its  property  and  assets;

"COMMON  STOCK  CONVERSION  RATE"  has  the  meaning set forth in Section 2.1(b)
below;

"CONVERSION  DATE" means the date ten (10) business days after the date on which
the  Corporation  closes  on  the  Series  A  Convertible  Preferred  Financing;

"CORPORATION"  means  Taylor  Madison Corp., a body corporate incorporated under
the  laws of the State of Florida, and includes any successor corporation of the
Corporation;

"HOLDER"  means  the  Person  from time to time registered as the holder of this
Debenture  and  includes  any  assignees  or  successors  to  or  of the Holder;

"INTEREST  AMOUNT"  means  the  accrued and unpaid interest as at the Conversion
Date;

"INDEBTEDNESS"  means  the  Principal  Amount  and  the  Interest  Amount;

"ORIGINAL  ISSUE  DATE"  shall mean the date on which the first Bridge Debenture
was  issued.

"PERSON"  includes  individuals, partnerships, corporations, companies and other
business  or  legal  entities;

"PRINCIPAL  AMOUNT" means the principal amount of this Debenture as set forth on
the  face  page  hereof;

"SERIES A CONVERTIBLE PREFERRED FINANCING" means the offering by the Corporation
of  Series  A Preferred Stock and Series B Warrants pursuant to the terms of the
Confidential  Term  Sheet  attached  hereto  as  Exhibit  "A".

"SERIES  A  WARRANTS"  means  the Series A Warrants issued to the Holder on even
date  herewith;  and

"SERIES B WARRANTS" means the Series B Warrants issued in connection with Series
A  Convertible  Preferred  Financing.

"SUBSCRIPTION  AGREEMENT"  means  the  agreement,  dated  as of the date hereof,
between  the Corporation and the Holder, pursuant to which the Holder subscribed
for  and  agreed  to  purchase  the  Debenture;

"TRADING  DAY" means a day on which the  securities  exchange, association,  or
quotation  system  on which shares of Common Stock are listed for trading  shall
be  open  for  business or, if the shares of Common Stock shall not be listed on
such  exchange,  association,  or  quotation  system  for  such  day, a day with
respect  to  which  trades  in  the  United  States  domestic  over-the-counter
market  shall  be  reported.

"UNDERLYING  SECURITIES"  means, collectively, Common Stock issued as payment of
interest  pursuant  to Section 2.2 below, Common Stock issued upon conversion of
the  Debenture  into  Common  Stock  pursuant to Section 3.1 below, the Series A
Warrants  and underlying Warrant Shares, and the Units comprised of the Series A
Preferred  Stock,  the  Series  B  Warrants  and  the underlying Warrant Shares;

"UNIT"  means  a unit of the Corporation, each Unit being comprised of one share
of  Series  A  Preferred  Stock  and  one  Series  B  Warrant;

"UNIT  CONVERSION  RATE"  has  the  meaning  set  forth in Section 2.1(b) below;

"WARRANT SHARES" means the share of Common Stock that are issuable upon exercise
of  the  Series  A  Warrants  or  Series  B  Warrants,  as  applicable.

<PAGE>

                                      -3-

1.2     INTERPRETATION

Whenever  used in this Debenture, words importing the singular number only shall
include the plural and vice versa and words importing the masculine gender shall
include  the  neuter  or  the  feminine  genders  and  vice  versa.

1.3     HEADINGS,  ETC.

The  division  of this Debenture into Articles and Sections and the insertion of
headings  are  for  convenience  of  reference  only  and  shall  not affect the
construction  or  interpretation  of  this  Debenture.

1.4     DAY  NOT  A  BUSINESS  DAY

In  the event that any day on or before which any action is required to be taken
hereunder  is not a business day, then such action shall be required to be taken
on  or  before  the requisite time on the next succeeding day that is a business
day.

1.5     CURRENCY

All  references to currency herein shall be to lawful money of the United States
of  America  unless  otherwise  specifically  noted.

1.6     BRIDGE  DEBENTURES;  VOTE  BY  MAJORITY

This  Debenture  is one of a series of convertible debentures of the Corporation
issued  from  time to time on or after the date hereof and prior to the Series A
Convertible  Preferred  Financing  (the  "Bridge  Debentures")  evidencing
indebtedness  incurred  by the Corporation for interim financing provided to the
Corporation  prior  to  the  consummation  of the Series A Convertible Preferred
Financing.  This Debenture and the other Bridge Debentures shall rank pari passu
as to payment of principal and interest.  The Holder agrees that any payments or
prepayment  to  the  Holder  and  to the holders of the other Bridge Debentures,
whether  principal,  interest,  or  otherwise,  shall be made pro rata among the
Holder  and  the other holders of the Bridge Debentures based upon the aggregate
unpaid principal amount of this Debenture and the other Bridge Debentures.  None
of  the Bridge Debentures nor any term hereof may be amended or waived except by
a  written  instrument  signed  by  the  Corporation  and  the  holder of Bridge
Debentures  representing  a  majority  of  the  aggregate  outstanding principal
amounts  under  the Bridge Debentures, and any such amendment or waiver shall be
binding  on  all  of  the  Holders  of  Bridge  Debentures.  Notwithstanding the
foregoing,  should  the  Corporation  issue  Bridge Debentures on more favorable
terms  to  the  Holder  then  set forth herein, this Debenture shall be amended,
without  any action on the part of the Holder to the more favorable terms of the
new  Bridge  Debentures.

                                    ARTICLE 2
                         PRINCIPAL AND INTEREST PAYMENTS

2.1     PRINCIPAL PAYMENT.

The entire principal amount of this Debenture shall be payable in full on May 6,
2006 (the "Maturity Date").

2.2     INTEREST PAYMENTS.

Interest  on such principal amount (or any balance thereof outstanding from time
to  time)  shall  accrue  at  an  annual  rate  of interest of ten percent (10%)
(computed  on  the  basis  of  a  365-day  year for actual days elapsed).  As so
accrued,  interest shall be due and payable semi-annually in arrears, on October
18, 2005 and on the Maturity Date.  The Corporation, in its sole discretion, may
pay  interest  that is due in cash , or in-kind by adding the amount of interest
due  to  the  principal  amount  of  this Debenture, with such compounded amount
thereafter  accruing  interest  as  principal  hereunder.  Unless  the  Holder
receives,  not  later  than  five  (5)  business  days prior to such semi-annual
interest  payment date, written notice from the Corporation of the method to pay
interest,  the  Corporation  shall  be  deemed  to  have elected to pay interest
in-kind.

<PAGE>

                                      -4-

                                    ARTICLE 3
                             CONVERSION OF DEBENTURE

3.1     CONVERSION  AND  CONVERSION  RATE

(a)  The  Corporation shall send written notice to the Holder no later than five
     (5)  business  days  prior  to  the date that the Corporation closes on the
     Series  A  Convertible  Preferred  Financing  (the  "Closing  Notice"). The
     Closing Notice shall state that (i) the date of the closing on the Series A
     Convertible  Preferred  Financing (the "Series A Closing"), (ii) attach the
     form  of  the  Investor's  Rights Agreement and Registration Agreement, and
     (iii)  notify  the Holder that it must make an election pursuant to Article
     3.  of  this  Debenture.  The  Holder  shall  provide written notice to the
     Corporation by 5:00 p.m., Eastern Time, on the last business day before the
     Conversion  Date  of  its  election to either receive Common Stock or Units
     upon  the  automatic  conversion  of the Indebtedness under this Article 3.
     (the  "Election  Notice"). If the Corporation does not receive the Election
     Notice,  then the Holder shall be deemed to have accepted Units. The Holder
     may  not  elect  to  convert part of the Indebtedness into Common Stock and
     part into Units, but must elect to convert the Indebtedness into either all
     Common  Stock  or  all  Units.

(b)  Upon  and subject to the terms and conditions set out in this ARTICLE 3, on
     the Conversion Date, the Indebtedness shall automatically convert into: (i)
     Common  Stock  at  a  price  of USD$0.40 per Share, in the event the Holder
     elects  to  receive  Common  Stock  pursuant  to  Section 3.1(a) above (the
     "Common  Stock  Conversion Price"), or (ii) Units at a price of USD$.66 per
     Unit,  in  the event the Holder elects to receive Units pursuant to Section
     3.1(a)  above  or  fails to make an election (the "Unit Conversion Price").
     The  number of share of Common Stock or Units, as applicable, issuable upon
     automatic conversion hereunder shall be determined by the quotient obtained
     by  dividing  (x)  the outstanding principal amount of this Debenture to be
     converted and, if applicable, any accrued but unpaid interest thereon to be
     converted  by  (y)  the  Conversion  Price.

(c)  The  Conversion  Rate shall be subject to adjustment as provided in SECTION
     3.2.

(d)  The  Corporation  covenants  that  it  will  at  all times reserve and keep
     available  out  of  its  authorized and unissued shares of Common Stock and
     (upon  the  Corporation  filing  an  Articles of Amendment establishing the
     class  of Series A Preferred Stock) Series A Preferred Stock solely for the
     purpose  of  issuance  upon  conversion  of  this  Debenture and payment of
     principal  and  interest  on this Debenture upon conversion, each as herein
     provided,  free  from  pre-emptive  rights  or  any other actual contingent
     purchase rights of persons other than the Holder, not less than such number
     of  shares  of  the  Common  Stock and Series A Preferred Stock as shall be
     issuable  upon  the  conversion of the outstanding principal amount of this
     Debenture  and accrued but unpaid interest thereon and payment of principal
     and  interest  hereunder.  The  Company covenants that all shares of Common
     Stock  that  shall  be  so  issuable shall, upon issue, be duly and validly
     authorized,  issued  and fully paid, nonassessable and, if the Registration
     Statement is then effective under the Securities Act, registered for public
     sale  in  accordance  with  such  Registration  Statement.

3.2     EXCHANGE  OF  DEBENTURE

If,  and  whenever  there is a merger, arrangement or amalgamation (statutory or
otherwise)  of  the  Corporation  with  or into another body corporate (any such
event  being  called  a  "REORGANIZATION"), and the Holder has not exercised its
right  of  conversion in its entirety prior to the effective date or record date
for  such  Reorganization,  then  the Holder shall exchange this Debenture for a
post-Reorganization Debenture with substantially the same form and terms and the
same  Maturity  Date  as  this  Debenture.

3.3     SUBDIVISION  OR  COMBINATION  OF  COMMON  STOCK.

In  case  the  Corporation  shall  at  any  time  after the Original Issue Date
subdivide  (by  any  stock  split,  stock dividend or otherwise) its outstanding
shares  of  Common  Stock  into a greater number of shares, the Conversion Price
with  respect  to this Debenture in effect immediately prior to such subdivision
shall  be  proportionately  reduced,  and,  conversely,  in case the outstanding
shares  of  Common  Stock shall be combined into a smaller number of shares, the
Conversion  Price  with respect to this Debenture in effect immediately prior to
such  combination  shall  be  proportionately  increased.

<PAGE>

                                      -5-

3.4     NO  REQUIREMENT  TO  ISSUE  FRACTIONAL  SHARES

The Corporation shall not be required to issue fractional shares of Common Stock
upon  the conversion of the Indebtedness into shares of Common Stock pursuant to
this  ARTICLE  3.  If  any  fractional  interest  in  a Share would otherwise be
deliverable  upon  the conversion of the Indebtedness, then the number of shares
of  Common  Stock  to  be issued shall be rounded down to the next whole number.

3.5     CANCELLATION  OF  CONVERTED  DEBENTURE

Upon  conversion of the Indebtedness pursuant to this ARTICLE 3 , this Debenture
shall  be  cancelled  and  shall  be  of  no  further  force  or  effect.

3.6     U.S.  LEGENDS

The  Holder  understands  and  acknowledges  that  the Underlying Securities are
"restricted  securities" as defined in Rule 144 under the 1933 Act, and upon the
original  issuance of the Underlying Securities, and until such time as it is no
longer  required  under  applicable  requirements  of the 1933 Act or applicable
state  securities  laws, all certificates representing the Underlying Securities
and  all  certificates  issued in exchange therefore or in substitution thereof,
shall  bear  the  following  legend:

            "THE  SECURITIES REPRESENTED HEREBY [AND THE SECURITIES
             ISSUED  UPON  EXERCISE HEREOF] HAVE NOT BEEN REGISTERED
             UNDER  THE  UNITED  STATES  SECURITIES  ACT OF 1933, AS
             AMENDED  (THE  "SECURITIES ACT"). THE HOLDER HEREOF, BY
             PURCHASING  SUCH  SECURITIES, AGREES FOR THE BENEFIT OF
             THE  CORPORATION  THAT  SUCH SECURITIES MAY BE OFFERED,
             SOLD  OR  OTHERWISE  TRANSFERRED  ONLY  (A)  TO  THE
             CORPORATION,  (B)  OUTSIDE  THE  UNITED  STATES  IN
             COMPLIANCE  WITH REGULATION S UNDER THE SECURITIES ACT,
             (C)  IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION
             UNDER  THE  SECURITIES ACT PROVIDED BY RULE 144 OR RULE
             144A  THEREUNDER,  IF AVAILABLE, AND IN COMPLIANCE WITH
             ANY  APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS, OR
             (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
             UNDER  THE  SECURITIES  ACT  OR  ANY  APPLICABLE  STATE
             SECURITIES  LAWS,  AND, IN THE CASE OF SUBPARAGRAPH (C)
             OR  (D),  THE  SELLER  FURNISHES  TO THE CORPORATION AN
             OPINION  OF  COUNSEL OF RECOGNIZED STANDING IN FORM AND
             SUBSTANCE  SATISFACTORY  TO  THE  CORPORATION  TO  SUCH
             EFFECT.  HEDGING  TRANSACTIONS INVOLVING THE SECURITIES
             REPRESENTED  HEREBY  MAY  NOT  BE  CONDUCTED  UNLESS IN
             COMPLIANCE  WITH  THE SECURITIES ACT. provided, that if
             the  Underlying  Securities  are being sold pursuant to
             Rule  144 of the 1933 Act, the legend may be removed by
             delivery  to  the  Corporation's registrar and transfer
             agent  of  an opinion of counsel of recognized standing
             in  form and substance satisfactory to the Corporation,
             to  the  effect  that  the legend is no longer required
             under  applicable  requirements  of  the  1933  Act and
             applicable  state  securities  laws.

                                    ARTICLE 4
                                    COVENANTS

4.1     SERIES  A  WARRANTS

Concurrent  with  the issuance of this Debenture, the Corporation share issue to
the  Holder a Series A Warrant to purchase that number of shares of Common Stock
equal  to  the  Principal  of  this  Debenture.

<PAGE>

                                      -6-

4.2     REGISTRATION  AGREEMENT

Concurrent  with the completion of the Series A Convertible Preferred Financing,
the  Corporation,  the  Holder,  and  each purchaser of Series A Preferred Stock
shall  enter  into  a Registration Agreement,  which, among other matters, shall
require  the  Corporation  to  file a registration statement on Form SB-2 (or an
alternative  available form if the Company is not eligible to file a Form SB-2),
at the Corporation's expense, registering the shares of Common Stock included in
the  Units,  the  shares  of  Common  Stock issuable on exercise of the Series A
Warrants  no  later  than  thirty  (30)  days  from  the Closing of the Series A
Convertible  Preferred  Financing ("Series A Closing"), and use its best efforts
to  have the Registration Statement declared effective within one hundred twenty
(120) days after the Series A Closing.  In addition, the Holder hereby agrees to
execute and deliver, at the Series A Closing, a Registration Agreement, in final
form  approved  by  holders  of Bridge Debentures representing a majority of the
aggregate  outstanding  principal  amounts  under  the Bridge Debentures, which,
among  other  matters,  shall  provide  for  customary  lock-up  provisions.

4.3     INVESTOR'S  RIGHTS  AGREEMENT

The  Holder  hereby  agrees to executed and deliver, at the Series A Closing, an
Investor  Rights  Agreement,  in  final  form  approved  by  holders  of  Bridge
Debentures  representing  a  majority  of  the  aggregate  outstanding principal
amounts  under  the  Bridge  Debentures.

                                    ARTICLE 5
                                  MISCELLANEOUS

5.1     DISCHARGE

Upon conversion of the Debenture in accordance with the terms hereof, the Holder
shall deliver up this Debenture to the Corporation and shall execute and deliver
to  the  Corporation  such  deeds  and  other  documents  as the Corporation may
reasonably  require  to  evidence  the  release and discharge of this Debenture.

5.2     SEVERABILITY

If  any  covenant or provision herein is determined to be illegal, unenforceable
or  prohibited  by  applicable  law,  such  illegality,  unenforceability  or
prohibition  shall  not  affect  or impair the validity of any other covenant or
provision  herein.

5.3     LAWS  OF  FLORIDA

This Debenture shall be governed by and construed in accordance with the laws of
the  State of Florida applicable therein and shall be treated in all respects as
a  contract  under  Florida  Law.  The  Holder hereby irrevocably submits to the
jurisdiction  of  the  courts  of the State of Florida in respect of any action,
suit  or  any  other  proceeding  arising  out of or relating to this Debenture.

5.4     NOTICES

All  notices,  reports  or  other  communications  required or permitted by this
Debenture  shall be in writing and either delivered by hand, mail or by any form
of  electronic  communication  by  means  of  which  a  written or typed copy is
produced  at  the  address  of  the  recipient  and shall be effective on actual
receipt,  unless  sent (i) by mail in which case it shall be deemed to have been
received  and be effective on the date that is three business days following the
date  of  mailing,  or (ii) by electronic means in which case it is effective on
the  business  day,  next  following  the  date  of transmission.  Such notices,
reports  or  other  communications  shall be addressed to the relevant party, as
follows:

<PAGE>

                                      -7-

(a)     if  to  the  Corporation:

        Taylor Madison Corp.
        5422 Carrier Drive, Suite 306
        Orlando, FL 32819


(b)     if  to the Holder, at the address of the Holder as set forth on the face
        page  of  the  Subscription  Agreement.

5.5     ENUREMENT

This  Debenture  shall  enure  to  the benefit of the Holder, its successors and
assigns  and  shall  be  binding  upon  the  Corporation  and its successors and
assigns.

5.6     TIME  OF  THE  ESSENCE

Time  shall  be  of  the  essence  of  this  Agreement.

5.7     MAXIMUM  RATE  PERMITTED  BY  LAW

Under  no  circumstances shall the Holder be entitled to receive nor shall it in
fact  receive  a  payment  or partial payment of interest, fees or other amounts
under  or  in  relation  to  this  Debenture  at  a  rate  that is prohibited by
applicable  law.  Accordingly,  notwithstanding  anything  herein  or  elsewhere
contained,  if  and  to  the  extent that under any circumstances, the effective
annual  rate of "interest" received or to be received by a Holder (determined in
accordance  with  Florida Law) on any amount of "credit advanced" (as defined in
that  section)  pursuant  to  these  presents  or  any  agreement or arrangement
collateral  hereto  entered  into in consequence or implementation hereof would,
but  for  this SECTION 4.7, be a rate that is prohibited by applicable law, then
the  effective  annual  rate  of  interest,  as so determined, received or to be
received  by the Holder on such amount of credit advanced shall be and be deemed
to be adjusted to a rate that is one whole percentage point less than the lowest
effective  annual  rate of interest that is so prohibited (the "adjusted rate");
and,  if  the  Holder has received a payment or partial payment which would, but
for this SECTION 4.7, be so prohibited then any amount or amounts so received by
the  Holder  in excess of the lowest effective annual rate that is so prohibited
shall and shall be deemed to have comprised a credit to be applied to subsequent
payments  on account of interest, fees or other amounts due to the Holder at the
adjusted  rate.

IN WITNESS WHEREOF, the Corporation and the Holder have caused this Debenture to
be  executed  as  of  May  6,  2005.


                                           TAYLOR  MADISON  CORP.


                                           By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Its:
                                               ---------------------------------

<PAGE>