This  SECURITIES  PURCHASE  AGREEMENT,  dated  as  of  May  6,  2005  (this
"Agreement"),  is  entered  into  by  and  among Taylor Madison Corp., a Florida
corporation maintaining its business address at 2875 NE 191st Street, Suite PH2,
Aventura,  Florida  33180  (the  "SELLER"),  Lucien  Lallouz,  an  individual
maintaining  a  business  address  at 2875 NE 191st Street, Suite PH2, Aventura,
Florida  33180,  and  Michael B. Wellikoff, an individual maintaining a business
address  at  2875  NE  191st  Street,  Suite  PH2,  Aventura,  Florida  33180
(collectively,  the  "MAJORITY  SHAREHOLDERS"), Taylor Madison Holdings, Inc., a
Florida  corporation  maintaining  a  business  address at 2875 NE 191st Street,
Suite  PH2,  Aventura,  Florida  33180  ("HOLDINGS"),  and  Chris  Phillips  as
authorized  representative  for  each  of  the purchasers of the 10% Convertible
Promissory  Debentures  listed  on  Exhibit "A" attached hereto (individually, a
"PURCHASER"  and  collectively,  the  "PURCHASERS").

                             BACKGROUND INFORMATION
                             ----------------------

     Effective  as  the date first set forth above, the Purchasers are acquiring
from the Seller and the Seller is selling and delivering to the Purchasers, free
and  clear  of  all liabilities, obligations, claims, liens and encumbrances 10%
Convertible Promissory Debentures, with an principal amount of up to $1,000,000,
and certain Class A warrants for the purchase of an aggregate of up to 1,250,000
shares  of Seller's Common Stock, par value $.001 per share, calculated assuming
completion  of  the  1 for 31 reverse stock split.  In addition, effective as of
the  date  first  set forth above, the Seller is acquiring all of the issued and
outstanding  capital  stock of Telzuit Technologies, Inc. ("TELZUIT"), a Florida
corporation  maintaining  an  office  located  at 5422 Carrier Drive, Suite 306,
Orlando,  Florida  32819  (the "SHARE EXCHANGE"), pursuant to the Share Exchange
Agreement  of  even  date  herewith,  by  and  between  the  Seller,  Telzuit
Technologies, LLC, Telzuit Technologies, Inc., and certain other persons a party
thereto.  Contemporaneously  with  the  transaction  referred  to above, certain
existing  directors  and  officers  of  the Seller will resign and the remaining
directors  of  the  Seller  will  elect  new  directors  and  officers.

                              OPERATIVE PROVISIONS
                              --------------------

     In consideration of the mutual agreements contained herein, the parties
agree as follows:

                                    ARTICLE 1
                                    ---------

                  Purchase and Sale of Debentures and Warrants
                  --------------------------------------------

     1.1     Description  of  Purchase  Securities;  Authorization of Financing.
             ------------------------------------------------------------------

     (a)     The  Seller  has  authorized  the  issuance  and  delivery  to  the
Purchasers  in  the  manner  provided  herein  of  10%  Convertible  Debentures
substantially in the form of Exhibit 1.1(a) in the aggregate principal amount of
                             --------------
up  to  $1,000,000  (the  "DEBENTURES").

                                      -1-
<PAGE>

     (b)     The  Seller  has authorized the issuance and delivery to Purchasers
of  Seller's  Common  Stock  Class  A  warrants (the "CLASS A WARRANTS") for the
purchase  of  an aggregate of up to 1,250,000 (calculated assuming completion of
the  1  for  31  reverse stock split) shares of Seller's Common Stock, par value
$.001  per  share  such  Class  A Warrants to have an exercise price of $.60 per
share.  The  Warrants  shall  be  substantially  in  the form of Exhibit 1.1(b).
                                                                 --------------

     1.2     Purchase  and  Sale.   The  Seller  hereby  agrees  to  sell to the
             -------------------
Purchasers,  and,  subject  to  the  terms and conditions herein set forth, each
Purchaser  hereby  agree  to  purchase from the Seller the following securities:

     (a)     On the Closing Date (as defined below), Debentures in the principal
amount  set  forth next to each Purchaser's name on Exhibit "A" attached hereto.
                                                    -----------

     (b)     On  the  Closing Date, the Seller shall issue the Class A Warrants,
in  the form of Exhibit 1.1(b), to each Purchaser in the denominations set forth
                --------------
next  to  each  Purchaser's  name  on Exhibit "A" attached hereto, as additional
                                      -----------
consideration  for  the  purchase  by  the  Purchasers  of  the  Debentures.

     1.3     Closing;  Payment  of  Purchase Price:  The closing of the sale and
             -------------------------------------
purchase  of the Debentures and Class A Warrants shall take place at the offices
of Bush Ross Gardner Warren & Rudy, P.A., 220 S. Franklin Street, Tampa, Florida
33602 on May 6, 2005, at 10:00 am., or at such other time and location as may be
agreed  to  by the parties (the "CLOSING").  Subject to the terms and conditions
of this Agreement, in reliance on the representations, warranties and agreements
of the Seller contained herein, and in consideration of the sale and delivery of
the  Debentures  and Class A Warrants, each Purchaser shall loan, in cash at the
Closing,  the  amount  set forth to its name on Exhibit "A" attached hereto.  At
the Closing, the Seller shall deliver to each Purchaser a Debentures and a Class
A  Warrant,  in  each  case, in denominations set forth next to each Purchaser's
name  on  Exhibit  "A".  Each  party shall be responsible for all fees and costs
incurred  by  them or on their behalf in connection with the negotiation of this
Agreement  and  the  Closing.

                                    ARTICLE 2
                                    ---------

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------
                       OF SELLER AND MAJORITY SHAREHOLDERS
                       -----------------------------------

     The  Seller  and  Majority  Shareholders, jointly and severally, represent,
warrant  and  agree  as  follows:

     2.1     Organization  and Standing of Seller:  Seller is a corporation duly
             ------------------------------------
organized,  validly existing and in good standing under the laws of the State of
Florida  and  has all requisite corporate power and authority to own and operate
its  properties and to carry on its business as now conducted and as proposed to
be conducted.  Seller has furnished to the Purchaser complete and correct copies
of  its  Articles  of  Incorporation  and  By-Laws  as  presently  in  effect.

                                      -2-
<PAGE>

     2.2     Capitalization:  The authorized capital stock of Seller consists of
             --------------
50,000,000  shares  of  common  stock, $.001 par value, and 10,000,000 shares of
preferred  stock.  On  the  date hereof, prior to issuance of the Debentures and
Series  A  Warrants  and closing the Share Exchange, 31,010,405 shares of common
stock  are  issued  and  outstanding.  shares  of  common  stock  are issued and
outstanding.  Seller  has  issued no shares of preferred stock.  Seller holds no
shares  of  its  capital  stock  in  its  treasury  (any such shares having been
returned  to  the  status  of authorized but unissued shares) and all issued and
outstanding shares of capital stock have been duly authorized and validly issued
and  are  fully  paid  and  non-assessable.  As  of  the  Closing,  there are no
outstanding  rights,  options,  warrants, conversion privileges or agreements of
any  kind  for  the  purchase  or  acquisition from, or the sale or issuance by,
Seller of any shares of its capital stock and no authorization therefor has been
given.  There  are no restrictions on the transfer of shares of capital stock of
the  Seller  other  than  those imposed by relevant Federal and state securities
laws.  Seller  shall deliver at the Closing a complete list of the capital stock
of  the  Seller  which  is  currently issued and the names in which such capital
stock  is  registered  on  the  stock  transfer  books  of  the  Seller.

     2.3     Authorization  of  Seller and Majority Shareholders:  When executed
             ---------------------------------------------------
and delivered by the Seller, this Agreement and all ancillary agreements hereto,
will  constitute  the  valid  and  binding obligations of each of the Seller and
Majority Shareholders, respectively and as applicable, enforceable in accordance
with  their  respective  terms.

     2.4     Subsidiaries:  Except  for those subsidiaries set forth on Schedule
             ------------                                               --------
2.4  (the  "SUBSIDIARIES"),  Seller does not control (as such term is defined in
---
Sec.368(c)  of  the  Internal  Revenue  Code  of  l986, as amended), directly or
indirectly,  any  other  corporation,  association or other business entity, nor
does  it  have  any  direct  or  indirect  interest therein.  Other than pending
litigation  disclosed  pursuant to Section 2.9 below, all Subsidiaries listed on
Schedule  2.4  have  not  had  any  operations  or  owned  any assets or had any
-------------
obligations  during  the  preceding  twelve  months.

     2.5     Consents;  Conflicts:  No  consent, approval or authorization of or
             --------------------
registration,  qualification,  designation,  declaration  or  filing  with  any
governmental  authority  or  private person or entity on the part of the Seller,
the  Subsidiaries  or  the Majority Shareholders are required in connection with
the  execution  and  delivery of this Agreement or the consummation of any other
transaction  contemplated  hereby,  except  as  shall  have  been  duly taken or
effected  prior  to  the  Closing.  The  execution  of  this  Agreement  and the
consummation  of  the  transactions  contemplated  hereby  will not constitute a
default  under  any provision of any agreement by which Seller, the Subsidiaries
or  the  Majority  Shareholders  are  bound.

     2.6     Contracts:  No Seller or Subsidiary has any contracts, commitments,
             ---------
leases,  arrangements,  agreements  or  understandings,  written or oral, except
those  listed  and  described  in  Schedule  2.6  attached  hereto.
                                   -------------

                                      -3-
<PAGE>

     2.7     Financial  Statements:  Seller has delivered to the Purchasers: (a)
             ----------------------
the  audited  balance  sheet  of  Seller  and  Subsidiaries  (prepared  on  a
consolidated basis) as of fiscal year ended June 30, 2004 (the "BALANCE SHEET"),
and  the related audited statement of income for the fiscal year then ended, (b)
an  unaudited  balance  sheet  of  Seller  and  Subsidiaries  (prepared  on  a
consolidated basis) for the quarters ended as of December 31, 2004 and March 31,
2004  (the  "INTERIM  BALANCE  SHEETS")  and the related unaudited statements of
income  for  each of the three (3) months then ended.  Such financial statements
fairly  present  the financial condition and the results of operations of Seller
and  Subsidiaries  as at the respective dates of and for the periods referred to
in  such  financial statements.  Seller and the Subsidiaries have no liabilities
or  obligations  of  any  nature (whether known or unknown and whether absolute,
accrued,  contingent,  or  otherwise)  except  for  liabilities  or  obligations
reflected  or  reserved  against  in  the  Balance  Sheet or the Interim Balance
Sheets.  The  Seller  shall  pay,  in  full, all of the liabilities of Seller or
Subsidiaries,  of  whatever  kind,  immediately prior to the Closing, except for
those  liabilities  set  forth  on  Schedule  2.7,  in  the amounts set forth on
                                    -------------
Schedule  2.7  and those liabilities assigned or transferred  in accordance with
-------------
Section  6.8  below.

     2.8     Taxes:  Seller  has filed all federal and state income tax returns,
             ------
federal  and  state  payroll tax returns and state sales tax returns that are or
were  required  to  be  filed  by or with respect to Seller and the Subsidiaries
prior  to  the  Closing.  Seller has paid, or made provision for the payment of,
all taxes reflected on those returns that have been filed (including all returns
filed  for  2004).  None of the returns are being audited.  Seller has not given
or  been  requested  to give waivers or extensions of any statute of limitations
relating to the payment of taxes of Seller or for which Seller or any Subsidiary
may  be  liable.  All  taxes that Seller or any Subsidiary is or was required to
withhold  or  collect  have  been  duly withheld or collected and, to the extent
required  been  paid.  All  tax  returns described in this Section 2.8 that have
been  filed  by  Seller  or  a  Subsidiary  are  true,  correct,  and  complete.

     2.9     Litigation:  There  are  no  claims, actions, suits, proceedings or
             -----------
investigations  pending  or,  to  the knowledge of Seller, threatened against or
affecting  Seller or any Subsidiary before any foreign, federal, state, local or
other  governmental  authority  or  agency,  except as set forth on Schedule 2.9
                                                                    ------------
attached hereto.  Neither Seller nor any Subsidiary is in violation of any order
or judgment of any court or governmental authority and there is no order, decree
or  judgment  of  any  kind  in existence enjoining or restraining Seller or any
Subsidiary,  or  any  officers,  shareholders  or  employees  of  Seller  or any
Subsidiary  from  taking  any  action  of any kind with respect to Seller or any
Subsidiary,  or  requiring  Seller  or  any  Subsidiary, or any of its officers,
shareholders or employees to take, any action of any kind with respect to Seller
or  any  Subsidiary.

     2.10     Compliance  with  Laws:  Seller and each Subsidiary has materially
              ----------------------
complied  with all applicable material laws and regulations of foreign, federal,
state, local and other governmental authorities and agencies which affect Seller
or  any  Subsidiary.

                                      -4-
<PAGE>

     2.11     Disclosure.  Neither  this  Agreement,  nor  any  other  document,
              ----------
certificate  or  statement  furnished  to  the  Purchaser by or on behalf of the
Seller or any Subsidiary in connection with the transactions contemplated hereby
contains  any  untrue  statement of a material fact or omits to state a material
fact  necessary  in order to make the statements contained herein or therein not
misleading;  and  there is no fact which materially adversely affects, or in the
future  may  (so  far  as  the  Seller  can  now  reasonably foresee) materially
adversely  affect the assets, business, operations or prospects of the Seller or
any Subsidiary which has not been set forth herein or in a schedule or statement
furnished  to  the  Purchaser.

     2.12     Employee  Benefit  Plans.  Except  as  set forth on Schedule 2.12,
              ------------------------                            -------------
Seller  has no employee pension benefit plans (as defined in Section 3(2) of the
Employee  Retirement  Income  Security  Act  of  1974, as amended ("ERISA")), no
employee  welfare  benefit  plan  (as  defined  in Section 3(1) of ERISA) and no
nonqualified  employee  benefit  plan,  program  or  fringe benefit covering any
employee of the Business (the "Employee Benefit Plans").  Except as set forth on
Schedule  2.12,  there  are no multi-employer plans covering any employee of the
--------------
Business  and  there is no current multi-employer plan withdrawal liability with
respect to such employees.  Except as set forth on Schedule 2.12, the Seller has
                                                   -------------
properly  made  all  contributions  to the Employee Benefit Plans and is in full
compliance  with  the  requirements  of  the  Employee  Benefit  Plans.

                                    ARTICLE 3
                                    ---------

           REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER
           ----------------------------------------------------------

     The  Purchaser represents and warrants to, and covenant with, the Seller as
follows:

     3.1     Authorization:  When  executed and delivered by the Purchaser, this
             -------------
Agreement  will  constitute  the valid and binding obligations of the Purchaser,
enforceable  in  accordance  with  their  respective  terms.

     3.2     No  Contractual  Violation:  Neither  the  execution,  delivery nor
             --------------------------
performance  of  this  Agreement by the Purchaser, including the consummation by
the  Purchaser  of  the  transactions  contemplated  hereby,  will  constitute a
violation  of or a default under, or conflict with, any term or provision of the
any  contract, commitment, indenture or other agreement, or of any other private
restriction  of  any  kind,  to which the Purchaser is a party or by which he is
otherwise  bound.

                                    ARTICLE 4
                                    ---------

                              ADDITIONAL AGREEMENTS
                              ---------------------

     4.1     Resignation:  At  the  Closing,  Lucian Lallouz, Michael Wellikoff,
             -----------
and  Timothy  Hart shall execute and deliver to the Seller a letter, in form and
content  reasonably  satisfactory to the Purchasers, resigning from each officer
position  he  then holds, effective as of the Closing.  Additionally, the Seller
shall cause Michael Wellikoff to resign as a director and the remaining director
and  the Majority Shareholders shall appoint Telzuit's nominees as the directors
and  officers  of  Seller.  Seller, the Majority Shareholders and the Purchasers
will  comply with Rule 14f-1 of the Securities Exchange Act of 1934, as amended.

                                      -5-
<PAGE>

     4.2     Satisfaction  of  Debt.  Except  those  obligations  set  forth  on
             ----------------------
Schedule  2.7 above, in amounts set forth on Schedule 2.7, the Seller shall pay,
                                             ------------
in  full,  all of the liabilities of Seller, of whatever kind, immediately prior
to  the  Closing.  Immediately  after  the  Closing,  the  Seller  shall use the
proceeds  from  the sale of the Debentures and Class A Warrants to satisfy those
obligations set forth on Schedule 2.7, in the amounts set forth on Schedule 2.7.
                         ------------                               -----------

     4.3     Escrow of Funds.  With regard to the pending lawsuit filed by Media
             ---------------
8  against  Seller,  at the Closing, the Seller shall deposit, from the proceeds
from  the  sale of the Debentures and Class A Warrants, $25,000 as identified on
Schedule  2.7,  into  escrow  with  Bush Ross, P.A. (the "Escrow Agent") to hold
pursuant  to  the  terms  of the Escrow Agreement of even date herewith attached
hereto  as  Exhibit  4.3.
            ------------

     4.4     Consultation.  After  the  Closing, the Majority Shareholders shall
             -------------
make  themselves  available  to  the  Seller, from time to time, to consult with
Seller  regarding  its  business.  The  Majority  Shareholders  shall spend that
amount  of  time  which,  in  his  sole discretion and judgment, is necessary to
provide  such  consulting  services.

     4.5     Change of Name.  Within forty five (45) days of the Closing, Seller
             --------------
shall  change  its name from "Taylor Madison" and shall relinquish all rights to
use  the  name  "Taylor  Madison."

     4.6     Assignment  of  Certain Obligations.  Prior to the Closing,  Seller
             -----------------------------------
shall  transfer  or assign to Holdings all of its assets (including the stock of
Nimbus  Jets,  Inc.  and  Take  To  Auction.com,  Inc.),  and,  other than those
obligations expressly set forth on Schedule 2.7, Holdings shall have assumed all
of Seller, including (a) all rights and obligations under that certain licensing
agreement  with  Major  League Baseball (the "MLB Licensing Agreement"), (b) all
rights  and  obligations  under  that  certain  Manufacturing  and  Distribution
Agreement with Boom, LLC (the "Boom Distribution Agreement"), (c) all rights and
obligations  under  that certain lease agreement for the offices located at 2875
NE  191st  Street,  Suite  Penthouse  Two,  Aventura, Florida  33180 (the "Lease
Agreement").  Holdings  and Majority Shareholders hereby agree to use their best
efforts  to cause each of Major League Baseball, Boom, LLC, and the landlord, to
provide  a  written release, releasing Seller from any and all obligations under
the  MLB  Licensing  Agreement,  the  Boom Distribution Agreement, and the Lease
Agreement, respectively.  In addition, Holdings and Majority Shareholders hereby
agree  to  use their best efforts to cause Gund, Inc. to release Seller from any
and  all  obligations  under that certain licensing agreement between Seller and
Gund,  Inc.,  as  assigned  to  Omniscent  Corp.

     4.7     Bank  Accounts;  Tax Filings; 10 QSB.  Prior to the Closing, Seller
             ------------------------------------
shall  (a)  close  any and all existing bank accounts and shall provide proof of
such  closed  account  within two days after the Closing, (b) file its corporate
tax  return for 2004 with the IRS and shall also prepare and file any additional
required  2004  state  or  local  tax filings, and (c) prepare its 10QSB for the
quarter  ended  March  31,  2005.  Seller shall have paid, in full, all Federal,
state  and  local  taxes  due  for  2004.

                                      -6-
<PAGE>

     4.8     Cancellation  of  Employment  Contracts.  Prior to the Closing, the
             ---------------------------------------
Seller  shall cancel all employment agreements, and shall have satisfied any and
all  obligations  related  thereto, including any employment agreements with Tim
Hart,  Michael  Wellikoff,  or  Lucien  Lallouz.

     4.9     SEC Filings.  The Majority Shareholders hereby agree to timely file
             -----------
Form 4's and amendments to Schedule 13D, as necessary, at their expense, related
to  the  transactions  contemplated  herein  or  in  connection  with  the Share
Exchange.

     4.10.     Eclipse Aviation Shares.  In connection with an agreement between
               -----------------------
Nimbus  Jet,  Inc.  and Eclipse Aviation, Seller had previously issued shares of
its  common  stock  to  Eclipse  Aviation.  The Seller and Majority Shareholders
hereby  represent  to  Purchasers  that  Eclipse  Aviation has agreed that it is
obligated  to  return  to  the  Seller  for  cancellation,  without  payment  of
consideration,  1,532,846 shares of common stock of the Seller. Such shares have
not  been  cancelled  because the share certificate representative of shares has
been  lost  by  the  Seller.

                                    ARTICLE 5
                                   ----------

                       ADDITIONAL AGREEMENTS AND COVENANTS
                       -----------------------------------

     The  parties  further  agree  and  covenant  as  follows:

     5.1     Delivery  of  Additional Instruments on Request:  Each party agrees
             -----------------------------------------------
to execute and deliver or cause to be executed and delivered at the Closing, and
at  such  other  times and places as shall be reasonably subsequently agreed to,
such  additional  instruments  as the other party may reasonably request for the
purpose  of  fully  effecting  the  transactions  herein  contemplated.

     5.2     Agreements  as  to  Conditions:  Each  party agrees to use his best
             ------------------------------
efforts to satisfy each and every of the conditions set forth in Sections 6. and
7.,  respectively,  of  this  Agreement.

     5.3     Brokerage Fee:  Each of the parties alleges that he has not engaged
             -------------
or  authorized  any  broker  or  finder  to  act in a representative capacity or
otherwise  in  connection  with the transactions contemplated by this Agreement,
and  each  agrees  to indemnify and hold harmless the other from and against any
and all claims, losses, liabilities or expenses which may be asserted against or
suffered  by  either,  or  by Seller, as a result of any broker, finder or other
person  claiming any fee or commission by reason of services rendered or alleged
to  have  been rendered for or at the instance of a particular party hereto with
respect  to the negotiation or execution of this Agreement or to the delivery of
the  consideration  herein  specified.

                                      -7-
<PAGE>

                                    ARTICLE 6
                                   ----------

                     CONDITIONS TO CLOSING BY THE PURCHASERS
                     ---------------------------------------

     The  obligations  of  the  Purchaser  to consummate the transactions herein
contemplated  is  subject to the satisfaction at or prior to the Closing of each
of  the  following  conditions,  and  if the Purchaser shall not consummate such
transactions  by  reason  of  the failure of any of such conditions to be met as
herein  provided,  the  Purchaser  shall  have  no  liability  to  the  Seller:

     6.1     Corporate  Action,  Good  Standing and Certificates:  The Purchaser
             ---------------------------------------------------
shall  have  received  a  copy  of  the Articles of Incorporation and By-Laws of
Seller,  certified  as  to  their  accuracy  and  completeness  by  the  Seller.

     6.2     Truthfulness  of  Representations  and  Warranties:  Each  of  the
             --------------------------------------------------
representations  and  warranties of the Seller contained in this Agreement shall
be  true  and  correct  as  of  the  Closing with the same effect as though such
representations  and warranties had been made on and as of such date.  Each such
representation  and  warranty shall survive the consummation of the transactions
contemplated  by  this  Agreement  and  shall  remain  in  full force and effect
thereafter.

     6.3     Performance:  Each  of the agreements of the Seller to be performed
             -----------
or  complied  with  at  or before the Closing pursuant to the terms hereof shall
have  been  duly  performed  or  complied  with.

     6.4     Consents:  All  consents  to  the  consummation of the transactions
             --------
contemplated  herein  which  are  required in order to prevent a breach of, or a
default under, the terms of any agreement to which Seller is a party or is bound
shall  have  been  obtained.

     6.5     No  Litigation Threatened:  No action or proceeding shall have been
             -------------------------
instituted or, to the knowledge of the Seller, shall have been threatened before
a  court  or  other  governmental body or by any public authority to restrain or
prohibit  the  transactions contemplated herein.  No governmental agency or body
shall  have  taken  any other action or made any request of the Purchaser or the
Seller  as  a result of which the Purchaser deems it inadvisable to proceed with
the  transaction.

     6.6      Satisfaction  of  Liabilities.   Except  for those liabilities set
             ------------------------------
forth  on  Schedule  2.7, in amounts set forth on Schedule 2.7, the Seller shall
have  paid,  in  full,  all  of  the  liabilities  of  Seller, of whatever kind,
immediately  prior  to  the  Closing.

     6.7      [Intentionally  Omitted].

     6.8     Assignment  of  Assets  and  Certain  Obligations.  Seller  shall
             -------------------------------------------------
transfer or assign to Holdings all of its assets (including the stock of  Nimbus
Jets,  Inc.  and  Take  To Auction.com, Inc.), and, other than those obligations
expressly  set forth on Schedule 2.7, Holdings shall have assumed all of Seller,
including  (a) all rights and obligations under that certain licensing agreement
with  Major  League Baseball (the "MLB Licensing Agreement"), (b) all rights and
obligations  under  that  certain  Manufacturing and Distribution Agreement with
Boom,  LLC  (the  "Boom Distribution Agreement"), (c) all rights and obligations
under  that  certain  lease  agreement  for the offices located at 2875 NE 191st
Street,  Suite  Penthouse Two, Aventura, Florida  33180 (the "Lease Agreement").

                                      -8-
<PAGE>

     6.9     Bank Accounts; Tax Filings; 10 QSB.  Seller shall (a) close any and
             ----------------------------------
all  existing  bank  accounts  and  shall  provide proof of such closed accounts
within  two  after  the Closing, (b) file its corporate tax return for 2004 with
the  IRS  and  shall also prepare and file any additional required 2004 state or
local  tax  filings,  and  (c) prepare its 10 SB for the quarter ended March 31,
2005.  Seller  shall  have paid, in full, all Federal, state and local taxes due
for  2004.

     6.10     Designations,  Limitations  and  Preferences  for Preferred Stock.
              -----------------------------------------------------------------
Seller shall have filed an Articles of Amendment establishing Series B Preferred
Stock  with those Designations, Limitation, and Preferences set forth on Exhibit
                                                                         -------
6.10(a)  attached  hereto.
-------

     6.11     Shareholders List. Seller and Majority Shareholder shall cause the
              ------------------
transfer  agent  to  deliver  a stockholder ledger dated the Closing Date at the
Closing,  reflecting  that  the number of shares referenced in Section 2.2 above
are  issued  and  outstanding.

     6.12.     Cancellation  of  Employment  Contracts.  Tim  Hart,  Michael
               ---------------------------------------
Wellikoff,  and  Lucien  Lallouz shall provide written evidence, satisfactory to
Purchasers,  of  the  cancellation  of  each  of  their  respective  employment
contracts.  Additionally,  any other employment contracts entered into by Seller
or  any  Subsidiary  shall  be  cancelled.

                                    ARTICLE 7
                                   ----------

                       CONDITIONS TO CLOSING BY THE SELLER
                       -----------------------------------

     The  obligations  of  the  Seller  to  consummate  the  transactions herein
contemplated  shall  be subject to the satisfaction of the Seller on or prior to
the  Closing  of  each  of the following conditions, and if the Seller shall not
consummate  such transactions by reason of the failure of any of such conditions
to  be  met  as  herein  provided,  the  Seller  shall  have no liability to the
Purchasers:

     7.1     Truthfulness  of  Representations  and  Warranties:  Each  of  the
             --------------------------------------------------
representations  and  warranties  of  the Purchasers contained in this Agreement
shall  be true and correct as of the Closing with the same effect as though such
representations  and warranties had been made on and as of such date.  Each such
representation  and  warranty shall survive the consummation of the transactions
contemplated  by  this  Agreement  and  shall  remain  in  full force and effect
thereafter.

     7.2     Performance:  Each  of  the  agreements  of  the  Purchasers  to be
             -----------
performed or complied with on or before the Closing pursuant to the terms hereof
shall  have  been  duly  performed  and  complied  with.

     7.3     No  Litigation Threatened:  No action or proceeding shall have been
             -------------------------
instituted  or,  to  the knowledge of the Purchasers, shall have been threatened
before a court or other governmental body or by any public authority to restrain
or  prohibit  the  transactions  contemplated herein.  No governmental agency or
body  shall have taken any other action or made any request of the Seller or the
Purchasers  as a result of which the Seller deems it inadvisable to proceed with
the  transaction.

                                      -9-
<PAGE>

                                    ARTICLE 8
                                    ---------

                                 INDEMNIFICATION
                                 ---------------

     8.1     Survival  of  Representations:  Each  representation,  warranty,
             -----------------------------
covenant  and  agreement  made  by  any  party within this Agreement or pursuant
hereto  shall survive the date of Closing and any investigation at any time made
by  or on behalf of another party.  All statements in any certificate, schedule,
list  and  other  document  described  pursuant hereto or in connection with the
transactions  contemplated hereby shall be deemed representations and warranties
within  the  meaning  of  this  Section.

     8.2          Indemnification:  The  Majority  Shareholders  and  Holdings,
                  ---------------
jointly  and  severally,  shall  indemnify  and  hold  harmless  the  Seller and
Purchasers at all times from and after the date of this Agreement against and in
respect  of  all  demands,  claims,  actions,  liabilities,  damages,  losses,
judgments,  assessments,  costs  and  expenses  (including  without  limitation
interest,  penalties  and attorney fees) asserted against, resulting to, imposed
upon  or  incurred  by  the Seller (post-Closing) or the Purchasers, directly or
indirectly  (individually  a "Claim" and collectively the "Claims"), arising out
of  or  resulting  from:

     (a)     any  and  all  liabilities  of Seller (other than those liabilities
expressly  set  forth on Schedule 2.7, in the amounts set forth on Schedule 2.7)
of  any  nature, whether accrued, absolute, contingent or otherwise, existing on
the  date  of  the  Closing  (including, without limitation, any tax liabilities
accrued in respect of or measured by Seller's income for any period prior to the
date  of  the  Closing)  or arising out of transactions entered into or facts or
circumstances  existing  prior  to that date (including, without limitation, the
MLB  Licensing  Agreement, the Boom Distribution Agreement, the Lease Agreement,
and  the  Gund  Licensing  Agreement);

     (b)     the  lawsuit filed by Media 8 against Seller, Holdings, and Take To
Auction.com,  Inc.  (the  "Media 8 Litigation"); provided, however, the Majority
Shareholders  and  Holdings  shall  not  be  required  to  indemnify  Seller and
Purchasers  to  the extent of the Escrow Funds (as defined in Section 4.3 above)
are  available  to  satisfy  the  Media  8  Litigation;

     (c)     the  Nimbus Group Plan referenced on Schedule 2.12 attached hereto;
or

     (d)     a  breach  of  any  representation, warranty, covenant or agreement
made  or  to  be  performed  by  the  Seller  under  this  Agreement.

                                      -10-
<PAGE>

     8.3     Notification:  The  Purchasers  shall, upon becoming aware or being
             ------------
put  on  notice  of the existence of a Claim with respect to which any Purchaser
may  be  entitled to indemnification pursuant to this Article 8, promptly notify
the  Majority  Shareholders  and Holdings in writing of such matter.  If through
any  fault  of  the  Purchasers,  the  Majority Shareholders and Holdings do not
receive notice of any Claim with respect to which the Purchasers may be entitled
to  indemnification  hereunder in time to contest, the Majority Shareholders and
Holding  shall  not be obligated to indemnify the Purchasers; PROVIDED, that the
Purchasers  shall  be  deemed  to  have  notified  the Majority Shareholders and
Holdings by giving written notice of any such Claim to Majority Shareholders and
Holdings  in  the  manner  provided  in  Section  9.1  hereto.

     8.4     Settlement  and Defense of Claims:  Except as hereinafter provided,
             ---------------------------------
upon  receiving  notice thereof in accordance with the provisions of Section 8.3
hereof,  the  Majority Shareholders and Holdings  shall have the right to settle
at his own cost and expense all Claims which are susceptible of being settled or
defended, and to defend, through counsel of his own choosing and at his own cost
and  expense,  any  third  party  action  which  may  be  brought  in connection
therewith;  provided,  that  the  Majority  Shareholders  and  Holdings shall be
required  to  keep the Purchasers fully and currently informed of all settlement
negotiations  and  of  the progress of any litigation; and provided further that
the  Purchasers  shall  have  the  right  to fully participate in the defense or
settlement  of  any  Claim  at  their  own  expense.

     8.6     Cooperation  of  Indemnitee:  The  Purchasers  shall  permit  the
             ---------------------------
Majority  Shareholders and Holders access to the books and records of Seller and
its  successors or assigns, and otherwise shall cooperate and shall cause Seller
to  cooperate with the Majority Shareholders and Holdings in connection with the
settlement  or  defense  of  any  Claim.  In  addition,  except  as  hereinafter
provided,  the  Purchasers  shall pay or voluntarily permit the determination of
any  Claim  while  the  Majority  Shareholders  and Holdings are negotiating the
settlement  thereof  or  litigating  the  Claim,  except  with the prior written
consent  of  the  Purchasers.

     8.7     Assumption  by  Indemnitee:  Notwithstanding  anything  contained
             -------------------------
herein  to  the  contrary,  the  Purchasers  may,  by  releasing  the  Majority
Shareholders  and Holdings from liability to him, her or it with respect to such
Claim,  take  over  and  assume  the  settlement  and  defense  of  any  Claim.

                                    ARTICLE 9
                                   ----------

                            MISCELLANEOUS PROVISIONS
                            ------------------------

     9.1     Notices:  All notices or other communications required or permitted
             -------
to  be  given  pursuant  to  this  Agreement  shall  be  in writing and shall be
considered  as  properly given or made if hand delivered, mailed from within the
United  States  by  certified mail, or sent by overnight delivery service to the
applicable address appearing in the preamble to this Agreement, or to such other
address  as  either  party  may  have designated by like notice forwarded to the
other  party  hereto.  All  notices  shall  be  deemed given when postmarked (if
mailed),  when delivered to an overnight delivery service or, if hand delivered,
when  delivered  to  the  recipient.

                                      -11-
<PAGE>

     9.2     Binding  Agreements; Non-Assignability:  Each of the provisions and
             --------------------------------------
agreements  herein  contained  shall be binding upon and inure to the benefit of
the  personal  representatives, heirs, devisees and successors of the respective
parties  hereto; but none of the rights or obligations attaching to either party
hereunder  shall  be  assignable.

     9.3     Entire  Agreement:  This  Agreement,  and  the  other  documents
             -----------------
referenced  herein,  constitute  the  entire understanding of the parties hereto
with  respect  to  the  subject matter hereof, and no amendment, modification or
alteration  of  the terms hereof shall be binding unless the same be in writing,
dated  subsequent  to  the  date  hereof  and duly approved and executed by each
party.

     9.4     Severability:  Every  provision of this Agreement is intended to be
             ------------
severable.  If any term or provision hereof is illegal or invalid for any reason
whatever,  such  illegality  or  invalidity shall not affect the validity of the
remainder  of  this  Agreement.

     9.5     Headings:  The  headings  of  this  Agreement  are  inserted  for
             --------
convenience  and  identification  only,  and are in no way intended to describe,
interpret,  define  or  limit  the  scope,  extent  or  intent  hereof.

     9.6     Application  of  Florida  Law;  Venue:  This  Agreement,  and  the
             -------------------------------------
application  or  interpretation  thereof,  shall  be governed exclusively by its
terms and by the laws of the State of Florida.  Venue for any legal action which
may be brought hereunder shall be deemed to lie in Hillsborough County, Florida.

     9.7     Counterparts:  This  Agreement  may  be  executed  in any number of
             ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     9.8     Legal  Fees and Costs:  If a legal action is initiated by any party
             ---------------------
to  this  Agreement  against  another, arising out of or relating to the alleged
performance or non-performance of any right or obligation established hereunder,
or  any  dispute  concerning  the  same,  any  and  all fees, costs and expenses
reasonably incurred by each successful party or his, her or its legal counsel in
investigating,  preparing  for,  prosecuting,  defending  against,  or providing
evidence,  producing  documents  or  taking any other action in respect of, such
action  shall  be  the  joint  and  several  obligation  of and shall be paid or
reimbursed  by  the  unsuccessful  party(ies).

     9.9     Jurisdiction:  The  parties agree that, irrespective of any wording
             ------------
that might be construed to be in conflict with this paragraph, this agreement is
one  for  performance in Florida.  The parties to this agreement agree that they
waive  any  objection,  constitutional,  statutory  or  otherwise,  to a Florida
court's  taking jurisdiction of any dispute between them.  By entering into this
agreement,  the  parties,  and each of them understand that they might be called
upon  to  answer  a  claim  asserted  in  a  Florida  court.

                           [Signature Page to Follow]

                                      -12-
<PAGE>


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


                                  SELLER


                                  TAYLOR  MADISON  CORP.,  a Florida corporation
                                  By:
                                     -------------------------------------------
                                  Name  (print):
                                                --------------------------------
                                  Its:
                                      ------------------------------------------


                                  MAJORITY  SHAREHOLDERS


                                  ----------------------------------------------
                                  Lucien  Lallouz,  individually



                                  ----------------------------------------------
                                  Michael  B.  Wellikoff,  individually


                                  TAYLOR  MADISON  HOLDINGS,  INC.

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

                                  PURCHASERS

                                  ----------------------------------------------
                                  Chris Phillip, as authorized representative
                                  for each of the Purchasers set forth on
                                  Exhibit  "A"

                                      -13-
<PAGE>