TELZUIT TECHNOLOGIES, LLC.,

                          TELZUIT TECHNOLOGIES, INC.,

                MICHAEL J. VOSCH, JAMES P. TOLAN, AND DON SPROAT,

                                       AND

                              TAYLOR MADISON CORP.

                                       AND

                                 CHRIS PHILLIPS,
                 AS AUTHORIZED REPRESENTATIVE FOR THE PURCHASERS



                            SHARE EXCHANGE AGREEMENT

<PAGE>

This  SHARE  EXCHANGE  AGREEMENT, dated as of May 6, 2005 (this "Agreement"), is
entered  into  among  Telzuit  Technologies,  LLC,  a  Florida limited liability
company,  with  an  office  located  at  5422 Carrier Drive, Suite 306, Orlando,
Florida  32819  (the  "Telzuit  LLC"),  Telzuit  Technologies,  Inc.,  a Florida
corporation,  with  an office located at 5422 Carrier Drive, Suite 306, Orlando,
Florida  32819  (the  "Telzuit Inc"), Michael J. Vosch,  James P. Tolan, and Don
Sproat,  each  an individual with an office located at 5422 Carrier Drive, Suite
306,  Orlando,  Florida  32819  (collectively,  the  "Founders"), Taylor Madison
Corp.,  a  Florida corporation maintaining its business address at 2875 NE 191st
Street,  Suite  PH2,  Aventura,  Florida  33180  ("Taylor  Madison"),  and Chris
Phillips, as authorized representative for each of the persons listed on Exhibit
"A"  attached hereto that purchased 10% Convertible Promissory Debentures issued
by  Taylor  Madison  (each  a  "Purchaser"  and  collectively the "Purchasers").

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

       Prior  to  the Closing Date, Telzuit LLC transferred substantially all of
its  assets  to  Telzuit  Inc.  (the "Asset Transfer"), pursuant to that certain
Asset  Purchase  Agreement of even date herewith, by and between Telzuit LLC and
Telzuit  Inc.  Telzuit,  LLC owns 26,492,667 shares of Telzuit Inc (the "Telzuit
Shares"),  which  represents 100% of the issued and outstanding capital stock of
Telzuit  Inc.  Telzuit  LLC desires to exchange, on the terms and subject to the
conditions  set forth in this Agreement, all of the Telzuit Shares for 2,207,723
shares of a newly created class of preferred stock of Taylor Madison (the "Share
Exchange").  The  preferred  shares  shall  convert into shares of Taylor common
stock  on  a  12  for  1  basis  and  shall  have  12  for  1  voting  rights.
Contemporaneous  with  the  Share  Exchange,  the  Purchasers are acquiring from
Taylor  Madison  10%  Convertible  Promissory  Debentures,  with  an  aggregate
principal  amount  of  up to $1,000,000 (the "Debentures"), and Class A warrants
for  the  purchase of an aggregate of up to 1,250,000 shares of Taylor Madison's
Common  Stock,  par value $.001 per share (the "Class A Warrants"), in each case
issued  by  Taylor  Madison.  The  Purchasers  are  purchasing the Debenture and
Warrants  in  reliance  on  the  representations,  warranties  and agreements of
Telzuit LLC, Telzuit Inc., and the Founders contained herein, and in reliance on
the  representations,  warranties  and  agreements  of  Taylor Madison contained
herein.

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

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

                                    ARTICLE 1
                                    ---------

                                   DEFINITIONS
                                   -----------

     1.     Definitions.  For the purpose of this Agreement, terms not otherwise
            -----------
defined  in  the  text  of  this  Agreement shall have the meanings specified in
Section  11.  below.

                                      -2-
<PAGE>

                                    ARTICLE 2

                                    ---------
                      PURCHASE OF SECURITIES; CONSIDERATION
                      -------------------------------------

     2.1     Exchange  of  Securities.  Subject  to the terms and conditions set
             ------------------------
forth herein, effective as of the Closing Date (as defined in Section 6. below),
Taylor Madison shall issue to Telzuit LLC 2,207,723 shares of preferred stock in
exchange  for  all  of  Telzuit  LLC's  right,  title and interest in and to the
Telzuit Shares.  At the Closing referred to in Section 6. below, (a) Telzuit LLC
shall sell and deliver to Taylor Madison good, valid and marketable title to the
Telzuit  Shares,  free  and clear of all liabilities, obligations, claims, liens
and encumbrances, by delivering to Taylor Madison one or more stock certificates
representing the Telzuit Shares, duly endorsed in blank or accompanied by one or
more  stock  powers duly endorsed in blank, in form for transfer satisfactory to
Taylor  Madison,  and  (b)  Taylor  Madison shall issue to Telzuit LLC 2,207,723
shares  of  its  preferred  stock.

                                    ARTICLE 3
                                    ---------

                    REGISTRATION; ADDITIONAL PENALTY WARRANTS
                    -----------------------------------------

     3.1.     Registration.  On or before the day forty-five days after the date
              ------------
of  this  Agreement,  Taylor  Madison  intends  on completing an offering of its
Series  A Convertible Preferred Stock and Class B Warrants pursuant to the terms
of  the  Confidential  Term Sheet attached hereto as Exhibit "B"  (the "Series A
Preferred  Financing").  In  accordance  with  Article 3 of the Debentures, upon
closing  on  the  Series  A  Preferred  Financing  (the "Series A Closing"), the
Indebtedness  (as  defined  in  the  Debentures) will automatically convert into
either,  (a)  Common  Stock  of  Taylor  Madison,  or  (b)  Series A Convertible
Preferred  Stock  and  Series  B  Warrants  (as  referred to in the Term Sheet).
Taylor  Madison  hereby  agrees  to  file,  at  its  sole  cost  and  expense, a
registration  statement on Form SB-2 (or an alternative available form if Taylor
Madison  is  not  eligible  to  file a Form SB-2) no later than thirty (30) days
after  the  Series  A  Closing,  registering  (w) all Common Stock issued to the
Purchasers  upon  conversion  of  the  Debentures,  (x) all Series A Convertible
Preferred  Stock  and the shares of Common Stock issuable upon conversion of the
Series  A  Preferred Stock, (y) all Series A Warrants held by the Purchasers and
the  shares  of Common Stock issuable on exercise of such Series A Warrants, and
(z)  all Series B Warrants held by the Purchasers and the shares of Common Stock
issuable  on exercise of such Series B Warrants (collectively, the "Registerable
Securities").  In  addition,  the  Purchasers shall have the right to enter into
any  registration rights agreements, investor rights agreements, or shareholders
agreements  entered into by the purchasers of the Series A Convertible Preferred
Stock  at  the  Series  A  Closing.

     3.2     Additional  Class  A Warrants.  Taylor Madison hereby agrees to use
             -----------------------------
its  best  efforts  to have the Registration Statement declared effective within
one  hundred  twenty  (120)  days after the Series A Closing.  If Taylor Madison
closes  on  the  Series A Preferred Financing, and Taylor Madison's registration
statement  is  not declared effective within one hundred twenty (120) days after
the  date  of  the  Series A Closing, (a) for the initial thirty (30) day period
beginning  one  hundred  twenty  (120)  days  after the Series A Closing, Taylor
Madison  shall  issue  to  the each Purchaser, as liquidated damages, additional
Class  A Warrants equal to two percent (2.0%) of either (i) the number of shares
of  Common  Stock issued to the Purchaser upon conversion of the Debentures into
Common Stock at the Series A Closing , or (ii) in the event the Purchaser elects
to convert the Debentures into Series A Preferred Stock, the number of shares of
Common  Stock issuable upon conversion of the Series A Preferred Stock issued to
Purchaser  upon conversion of the Debentures, and (b) for each subsequent 30-day
period,  Taylor  Madison  shall  issue to each Purchaser, as liquidated damages,
additional Class A Warrants equal to one percent (1.0%) of either (i) the number
of  shares  of  Common  Stock  issued  to  the  Purchaser upon conversion of the
Debentures  into Common Stock at the Series A Closing , or (ii) in the event the
Purchaser  elects  to  convert the Debentures into Series a Preferred Stock, the
number  of  shares  of  Common  Stock  issuable  upon conversion of the Series A
Preferred Stock issued to Purchaser upon conversion of the Debentures; provided,
however,  in  no  event  shall  the  maximum  number  of Class A Warrants issued
pursuant  to  this Section 3.2 exceed ten percent (10.0%) of the Common Stock or
Common  Stock  issuable  upon  conversion  of  the  Series A Preferred Stock, as
applicable,  issued  at  the  Series  A  Closing.

                                      -3-
<PAGE>

     3.3     Delayed  Series A Closing.  If Taylor Madison does not complete the
             -------------------------
Series  A  Closing  on  or before the day forty-five days after the date of this
Agreement, Taylor Madison hereby agrees to file, at its sole cost and expense, a
registration  statement on Form SB-2 (or an alternative available form if Taylor
Madison  is  not  eligible  to  file a Form SB-2) no later than thirty (30) days
after  such  date (the "Warrant Filing Date"), registering all Series A Warrants
held  by  the  Purchasers and the shares of Common Stock issuable on exercise of
such  Series  A  Warrants.  If  Taylor  Madison  does not file such registration
statement  under  this  Section  3.3  by  the  Warrant  Filing  Date, or if such
registration  statement is not declared effective within ninety (90) days of the
Warrant  Filing  Date,  then  Taylor  Madison  shall issue to the each Purchaser
additional  Class  A Warrants equal to twenty five percent (25.0%) of the number
of  shares  of  Common  Stock  issuable  to the Purchaser upon conversion of the
Debentures.

                                    ARTICLE 4
                                    ---------

               REPRESENTATIONS AND WARRANTIES AS TO SHARE EXCHANGE
               ---------------------------------------------------

     4.     Representations  and  Warranties.  Except as otherwise expressly set
            --------------------------------
forth  on  the  schedules attached to this Agreement, Telzuit LLC, Telzuit Inc.,
Taylor  Madison  and  Founders,  jointly and severally, represent and warrant to
each  Purchaser  that,  as  of  the  date  hereof,  and  the  Closing  Date:

     4.1     Organization,  Powers,  Good  Standing,  and  Subsidiaries.
             ----------------------------------------------------------

     (a)     Organization  and  Powers.  Telzuit  Inc.  is  a  corporation  duly
             -------------------------
organized,  validly existing and in good standing under the laws of the State of
Florida,  and  has  all  requisite  power  and authority, to own and operate its
Assets,  to carry on its business as now conducted and proposed to be conducted,
to  enter  into  this  Agreement, and to carry out the transactions contemplated
hereby  and  thereby.

     (b)     Good Standing.  Telzuit Inc. is in good standing wherever necessary
             -------------
to  carry  on  its  present  business and operations, except in jurisdictions in
which the failure to be in good standing has not had and reasonably could not be
expected  to  have  a  Material  Adverse  Effect.

     (c)     Subsidiaries.  As  of  the  Closing  Date,  Telzuit  Inc.  has  no
             ------------
Subsidiaries.

     (d)     Capitalization.
             --------------

                                      -4-
<PAGE>

          (i)  Immediately  before  the Closing, the authorized capital stock of
     the  Telzuit  Inc. consists of 100,000,000 shares of Common Stock, of which
     26,492,667  shares  are  issued and outstanding, and no shares are reserved
     for  issuance  upon  the  conversion, exchange, or exercise of any share of
     capital  stock  or  other  security  of  Telzuit  Inc.

          (ii)  Telzuit LLC has good and marketable title to the Telzuit Shares,
     free  and  clear of all liens, claims, encumbrances and restrictions, legal
     or  equitable,  of  every kind, except for certain restrictions on transfer
     imposed  by  federal  and  state  securities laws. Telzuit LLC has full and
     unrestricted  legal right, power and authority to sell, assign and transfer
     the  Telzuit  Shares  to  Taylor  Madison  without obtaining the consent or
     approval of any other person or governmental authority, and the delivery of
     such  shares  to  Taylor  Madison  pursuant to this Agreement will transfer
     valid  title thereto, free and clear of all liens, encumbrances, claims and
     restrictions  of  every  kind,  except  for  certain  restrictions  on
     transferability imposed by federal and state securities laws. 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  Telzuit  LLC  or  Telzuit  Inc.  is  bound.

          (iii)  All  issued  and  outstanding shares of common stock of Telzuit
     Inc.  have  been  duly  authorized  and  validly issued, are fully paid and
     nonassessable,  and  were  issued in compliance with all applicable federal
     and  state  searches  laws.  The  Telzuit Shares have been duly and validly
     reserved  for issuance. The transfer of the Telzuit Shares are not and will
     not  be  subject  to  any  preemptive  rights  or  rights of first refusal.

     4.2     Authorization  of  Financing,  etc.
             -----------------------------------

     (a)     Authorization  of  Financing.  The  execution,  delivery,  and
             ----------------------------
performance  of  this  Agreement  and the other Transaction Documents by Telzuit
LLC,  Telzuit  Inc.,  and the Founders, and the consummation of the transactions
contemplated  hereby  and  thereby  have  been  duly authorized by all necessary
action  by  Telzuit  LLC,  Telzuit  Inc.,  and  the  Founders,  as  applicable.

     (b)     No  Conflict.  The  execution, delivery, and performance by Telzuit
             ------------
Inc., Telzuit LLC and the Founders of this Agreement or any Transaction Document
to  which  it is a party, and in each case, the consummation of the transactions
contemplated  hereby  and  thereby,  will  not  (i)  violate  the  articles  of
incorporation  or  by-laws  of  Telzuit  Inc.,  (ii)  violate  the  articles  of
organization  or  operating  agreement  of Telzuit LLC, (iii) violate any order,
judgment, or decree of any court or other governmental agency binding on Telzuit
Inc.  or  Telzuit  LLC  or  any Assets of Telzuit Inc. or Telzuit LLC except for
violations  which,  individually  or  in  the aggregate, reasonably could not be
expected to have a Material Adverse Effect, (iv) violate any provision of law or
statute  applicable  to Telzuit Inc. or Telzuit LLC except for violations which,
individually  or  in  the  aggregate, reasonably could not be expected to have a
Material  Adverse Effect, (v) conflict with, result in a breach of or constitute
(with  due  notice  or  lapse  of  time or both) a default under any Contractual
Obligation of Telzuit Inc. or Telzuit LLC or pursuant to which any of its Assets
are bound, other than conflicts, breaches, and defaults as to which waivers have
been  obtained  on  or  prior  to  the  Closing  Date or as to which there is no
Material Adverse Effect, (vi) result in or require the creation or imposition of
any  Lien  (other than Permitted Encumbrances) upon any of Telzuit Inc.'s Assets
or  Telzuit  LLC's  Assets,  except as contemplated herein, or (vii) require any
approval  or  consent  of any Person under any Contractual Obligation of Telzuit
Inc.  or Telzuit LLC, except for such approvals or consents as have been or will
be  obtained  on  or  before the Closing Date or which, if not obtained will not
have  a  Material  Adverse  Effect.

                                      -5-
<PAGE>

     (c)     Governmental Consents.  The execution, delivery, and performance by
             ---------------------
Telzuit  Inc.  and  Telzuit  LLC  of  the Transaction Documents to which it is a
party,  the  transfer of the Telzuit Shares, and, in each case, the consummation
of the transactions contemplated hereby and thereby, do not and will not require
any  registration or filing with, consent or approval of, or notice to, or other
action  relating  to, with or by, any Governmental Authority except for filings,
registrations,  consents, approvals, notices, and actions that have been or will
be  obtained  or  taken  on  or before the Closing Date or which, if not made or
obtained  will  not  have  a  Material  Adverse  Effect.

     (d)     Due  Execution  and Delivery; Binding Obligations.  The Transaction
             -------------------------------------------------
Documents  to  which  it  is  a  party  have been duly executed and delivered by
Telzuit  Inc. and Telzuit LLC.  Each of this Agreement and the other Transaction
Documents  to  which Telzuit Inc. or Telzuit LLC is a party is the legally valid
and  binding  obligation  of  Telzuit  Inc.  and  Telzuit  LLC,  as  applicable
enforceable  against  Telzuit Inc. and Telzuit LLC, as applicable, in accordance
with  its  respective terms, except as may be limited by bankruptcy, insolvency,
reorganization,  moratorium,  or similar laws relating to or limiting creditors'
rights  generally and subject to the availability of equitable remedies, whether
considered  in  a  proceeding  at  law  or  in  equity.

     4.3     Financial  Condition.
             --------------------

     (a)     Attached  hereto as Schedule 4.3(a)(i) is the audited balance sheet
                                 ------------------
of  Telzuit LLC and its Subsidiary as at December 31, 2004, (including the notes
thereto,  the  "Balance  Sheet"),  and  the  related  unaudited  consolidated
statements  of  income,  changes  in  stockholders' equity and cash flow for the
twelve  (12)  month  period  then ended. Such financial statements and notes are
true,  complete  and accurate and fairly present the financial condition and the
results  of operations, changes in stockholders' equity, and cash flow of Taylor
Madison  as  at  the respective dates of and for the periods referred to in such
financial  statements,  all  in  accordance  with  GAAP, subject, in the case of
interim  financial  statements,  to  normal  recurring year end adjustments (the
effect  of  which  will  not,  individually  or  in the aggregate, be materially
adverse)  and  the  absence  of  notes  (that,  if  presented,  would not differ
materially  from  those  included  in  the  Balance  Sheet).

     (b)     Since  the date of the Balance Sheet, other than the Asset Transfer
and the issuance of the 10% Convertible Debentures to Edwin and James McGusty as
disclosed  on  Schedule 4.13 below, there has been no material adverse change in
the  business, operations, properties, prospects, assets or condition of Telzuit
LLC  and  Telzuit  Inc.,  taken  as  a  whole,  and  no  event  has  occurred or
circumstance  exists  that  may  result  in  such  a  material  adverse  change.

                                      -6-
<PAGE>

     (c)     Telzuit LLC and Telzuit Inc. 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 and current liabilities incurred in the ordinary
course  of business since the respective dates thereof and liabilities for legal
fees  and  costs  associated  with  this  transaction.

     4.4     No  Stock  Payments.  Since the dated of the Balance Sheet, Telzuit
             -------------------
Inc.  and  Telzuit LLC has not, directly or indirectly, declared, ordered, paid,
or  made  any  Distribution.

     4.5     Title to Properties; Liens.  Upon completion of the Asset Transfer,
             --------------------------
all  Assets  owned  by  Telzuit  LLC  or  reflected  on  the  Balance Sheet were
transferred to Telzuit Inc.  Telzuit Inc. has good and valid record title to its
real  property  owned  in  fee and a valid leasehold interest to its leased real
property,  if  any,  and valid title to or beneficial ownership of all its other
Assets  reflected in the Balance Sheet referred to in Section 4.3 hereof, except
                                                      -----------
for (a) Assets acquired or disposed of prior to the Closing Date in the ordinary
course  of  business,  and (b) Permitted Encumbrances.  All such Assets are free
and  clear  of  Liens other than Permitted Encumbrances.  Telzuit Inc. has quiet
enjoyment  under all leases to which its is a lessee in the State of Florida and
all  of  such  leases  are  valid and enforceable in accordance with their terms
except  as may be limited by bankruptcy, insolvency, reorganization, moratorium,
or  similar  laws  relating  to  or limiting creditors' rights generally, and no
monetary  or  other  material  default  exists under any of them that reasonably
could  be  expected  to  have  a  Material  Adverse  Effect.

     4.6     Litigation;  Adverse  Facts.  Except  as  set forth on Schedule 4.6
             ---------------------------
attached hereto, there is no (a) action, suit, proceeding, or arbitration at law
or  in  equity or before or by any Governmental Authority or arbitrator pending,
or  to  the knowledge of Telzuit Inc. after reasonable investigation, threatened
against  or affecting Telzuit Inc., or any Asset of Telzuit Inc. that reasonably
could,  individually  or  in  the aggregate, be expected to result in a Material
Adverse  Effect,  or  (b)  judgment,  decree,  injunction,  or  order  of  any
Governmental Body or arbitrator against Telzuit Inc. or Telzuit LLC with respect
to  which  any one of them is in default and where such default reasonably could
be  expected  to  result  in  a  Material  Adverse  Effect.

     4.7     Payment  of  Taxes.  Except  to the extent permitted by Section 8.3
             ------------------                                      -----------
hereof, (a) all tax returns and reports of Telzuit Inc. and Telzuit LLC required
to  be  filed  by  it  have  been  duly  and  timely  filed,  and (b) all taxes,
assessments,  fees,  and other governmental charges upon Telzuit Inc. or Telzuit
LLC, or upon each of its Assets, income, and franchises that are due and payable
have  been  paid  when  due  and  payable.  There  is no actual or, proposed tax
assessment  against  Telzuit  Inc.  or Telzuit LLC that, in any of the foregoing
cases,  has  had  or  reasonably  could  be  expected to have a Material Adverse
Effect.

     4.8     Performance.  Neither Telzuit Inc. not Telzuit LLC is in default in
             -----------
the  performance, observance, or fulfillment of any of the material obligations,
covenants,  or conditions contained in any of its Contractual Obligations and no
condition  exists  that,  with  the giving of due notice or the lapse of time or
both,  would constitute such a default, except where the consequences, direct or
indirect, of such default or defaults, if any, have not had and reasonably could
not  be  expected  to  have  a  Material  Adverse  Effect.

                                      -7-
<PAGE>

     4.9     Governmental  Regulation.  Telzuit Inc. is not a "holding company,"
             ------------------------
or  a  "subsidiary  company"  of  a  "holding  company,"  or an "affiliate" of a
"holding  company,"  as  such  terms  are  defined in the Public Utility Holding
Company  Act  of  1935;  nor  is  it  an "investment company," or an "affiliated
company"  or a "principal underwriter" of an "investment company," as such terms
are  defined  in  the  Investment  Company  Act  of  1940.

     4.10     Employee Benefit Plans.  Telzuit LLC and Telzuit Inc., and each of
              ----------------------
Telzuit  LLC  and  Telzuit  Inc.'s  ERISA  Affiliates,  are in compliance in all
material  respects  with  ERISA  and  the  provisions  of the Code applicable to
employee  benefit  plans  and  the  regulations  and  published  interpretations
thereunder,  except  to  the  extent  such noncompliance reasonably could not be
expected to result in a Material Adverse Effect.  No ERISA Event has occurred or
is  reasonably  expected  to occur that, when taken together with all other such
ERISA  Events,  reasonably  could  be  expected  to result in a Material Adverse
Effect.

     4.11     Certain  Fees.  No  broker's or finder's fee or commission will be
              -------------
payable by Telzuit LLC or Telzuit Inc. with respect to the Share Exchange or any
of  the  other  transactions  contemplated  hereby or thereby except fees due to
Midtown  Partners  &  Co.,  LLC.

     4.12     Disclosure.  No representation or warranty of Telzuit LLC, Telzuit
              ----------
Inc.  or  the  Founders to any Purchaser contained in this Agreement contains an
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 in
light  of  the  circumstances  in  which  the  same  were  made.

     4.13     Debt  Instruments.  SCHEDULE  4.13  attached  hereto  contains  a
              -----------------   --------------
complete  list  of  all  loan  agreements,  promissory notes, letters of credit,
security  agreements,  or  other  financing documents (other than trade accounts
payable)  to which Telzuit Inc. or Telzuit LLC is a party as the debtor, account
party,  guarantor, or co-borrower, as the case may be, or by which Telzuit Inc.,
Telzuit  LLC  or any Assets (including equipment subject to any equipment lease)
Telzuit  Inc.  or  Telzuit  LLC,  is  bound.

     4.14     Representations  Under  Certain  Documents.  Each  of  the
              ------------------------------------------
representations and warranties made by Telzuit Inc. or Telzuit LLC in any of the
Transaction  Documents  was  true and correct in all material respects when made
and  continues  to  be  true and correct in all material respects on the Closing
Date,  except  to  the  extent  that  any of such representations and warranties
relate,  by  the  express terms thereof, solely to a date occurring prior to the
Closing  Date,  and  except  to  the extent that any of such representations and
warranties  may  have  been  affected  by  the  consummation of the transactions
contemplated  and  permitted  or  required  by  the  Transaction  Documents.

     4.15     Relationships  with  Related  Persons.  Neither  Telzuit  Inc.  or
              -------------------------------------
Telzuit  LLC  nor  any  Affiliate  of Telzuit Inc. or Telzuit LLC is or owns (of
record  or  as  a beneficial owner) an equity interest or any other financial or
profit  interest  in,  a Person that has (i) had business dealings or a material
financial  interest  in any transaction with Telzuit Inc. or Telzuit LLC or (ii)
engaged  in  a business competing with Telzuit Inc. or Telzuit LLC in any market
presently  or  proposed  to  be  served by Telzuit Inc. or Telzuit LLC, nor does
Telzuit  Inc.  or Telzuit LLC have knowledge of any transaction that is on terms
less  favorable  to  Telzuit  Inc.  or  Telzuit  LLC  than  are obtainable in an
arms-length  transaction with a Person that is not an Affiliate. No Affiliate of
Telzuit  Inc. or Telzuit LLC is a party to any contract, agreement, arrangement,
or  understanding  with,  or  has  any  claim  or right against, Telzuit Inc. or
Telzuit  LLC.

                                      -8-
<PAGE>

     4.16     Material  Contracts.  Neither Telzuit Inc. nor Telzuit LLC has any
              -------------------
Contractual  Obligations,  including  but  not  limited  to  any  distribution
agreements,  financing agreements, and real property leases, except those listed
and  described  in  SCHEDULE  4.16.  ,  all  of which were made in the usual and
                    ---------------
ordinary  course  of business.  Both Telzuit Inc. and Telzuit LLC have delivered
correct  and  complete  copies of all of the Contractual Obligations that are in
written  form, and SCHEDULE 4.16. contains a correct and complete description of
                   --------------
any  Contractual  Obligations  that  are  not in written form.  Telzuit Inc. and
Telzuit LLC has fulfilled, or taken all action necessary to enable it to fulfill
when due, all material obligations under the Contractual Obligations.  There has
not  occurred  any material breach or default, or any event which with the lapse
of time or the election of any person, or both, will become a material breach or
default,  under  any  Contractual  Obligation.

                                    ARTICLE 5
                                    ---------

          REPRESENTATIONS AND WARRANTIES REGARDING SECURITIES ISSUANCE
          ------------------------------------------------------------

     5.     Representations  and  Warranties.  Except as otherwise expressly set
            --------------------------------
forth  on  the  schedules  attached  to  this Agreement, Telzuit LLC, and Taylor
Madison, jointly and severally, represent and warrant to each Purchaser that, as
of  the  date  hereof,  and  the  Closing  Date:

     5.1     Organization,  Powers,  Good  Standing,  and  Subsidiaries.
             ----------------------------------------------------------

     (a)     Organization  and  Powers.  Taylor  Madison  is  a corporation duly
             -------------------------
organized,  validly existing and in good standing under the laws of the State of
Florida,  and  has  all  requisite  power  and authority, to own and operate its
Assets,  to carry on its business as now conducted and proposed to be conducted,
to  enter  into  this  Agreement,  to  issue  the  Debentures, to enter into the
Transaction Documents, and to carry out the transactions contemplated hereby and
thereby.

     (b)     Good  Standing.  Taylor  Madison  is  in  good  standing  wherever
             --------------
necessary  to  carry  on  its  present  business  and  operations,  except  in
jurisdictions  in  which  the  failure  to  be  in good standing has not had and
reasonably  could  not  be  expected  to  have  a  Material  Adverse  Effect.

     (c)     Capitalization.
             --------------

          (i)  Immediately  before  the Closing, the authorized capital stock of
     Taylor  Madison  consists  of  50,000,000  shares of Common Stock, of which
     29,475,405 shares are issued and outstanding, and no shares (other than the
     shares  to  be  issued  upon  conversion  of the Debentures and the Class A
     Warrants  (the  "Conversion  Shares"))  are  reserved for issuance upon the
     conversion,  exchange,  or  exercise of any share of capital stock or other
     security  of  Taylor  Madison.

          (ii)  There  are  no  outstanding options, warrants, rights (including
     conversion  or preemptive rights, anti-dilution rights, and rights of first
     refusal),  proxy or stockholder agreements, or other agreements of any kind
     (whether  oral  or  written,  contingent,  or  otherwise)  relating  to the
     issuance, conversion, registration, voting, sale, or transfer of any shares
     of capital stock or other securities of Taylor Madison or obligating Taylor
     Madison  or  any  other  person  or  entity  to purchase or redeem any such
     capital  stock  or  other  securities.

                                      -9-
<PAGE>

          (iii) All issued and outstanding shares of Common Stock have been duly
     authorized  and  validly issued, are fully paid and nonassessable, and were
     issued  in  compliance with all applicable federal and state searches laws.
     The Conversion Shares have been duly and validly reserved for issuance. The
     Debentures  and  Warrants  when issued in compliance with the provisions of
     this  Agreement  and  the Conversion Shares, when issued upon conversion of
     the  Debentures  or Warrants, as applicable, will have been duly authorized
     and  validly  issued,  will be fully paid and nonassessable, will have been
     issued  in  compliance  with all applicable laws concerning the issuance of
     securities,  and  will  be  free  and clear of any encumbrance or Lien. The
     issuance and sale of the Notes, Warrants, and Conversion Shares are not and
     will  not  be  subject to any preemptive rights or rights of first refusal.

     5.2     Authorization  of  Financing,  etc.
             -----------------------------------

     (a)     Authorization  of  Financing.  The  execution,  delivery,  and
             ----------------------------
performance of this Agreement and the other Transaction Documents to which it is
a  party,  the  issuance  and  delivery  of  the  Debentures  and  Warrants, and
Conversion  Shares,  upon  the  exercise  of  the  Warrants or conversion of the
Debentures, as applicable, and the consummation of the transactions contemplated
hereby  and  thereby have been duly authorized by all necessary action by Taylor
Madison.

     (b)     No  Conflict.  The  execution,  delivery, and performance by Taylor
             ------------
Madison  of  this  Agreement or any Transaction Document to which it is a party,
the  issuance,  delivery,  and  payment  of the Debentures, and the issuance and
delivery of the Warrants, and in each case, the consummation of the transactions
contemplated  hereby  and  thereby,  will  not  (i)  violate  the  articles  of
incorporation or by-laws of Taylor Madison, (ii) violate any order, judgment, or
decree  of  any  court or other governmental agency binding on Taylor Madison or
any Assets of Taylor Madison except for violations which, individually or in the
aggregate,  reasonably  could not be expected to have a Material Adverse Effect,
(iii)  violate  any  provision  of  law  or statute applicable to Taylor Madison
except  for violations which, individually or in the aggregate, reasonably could
not be expected to have a Material Adverse Effect, (iv) conflict with, result in
a  breach  of or constitute (with due notice or lapse of time or both) a default
under  any  Contractual Obligation of Taylor Madison or pursuant to which any of
its  Assets  are bound, other than conflicts, breaches, and defaults as to which
waivers  have been obtained on or prior to the Closing Date or as to which there
is  no  Material  Adverse  Effect,  (v)  result  in  or  require the creation or
imposition  of  any  Lien (other than Permitted Encumbrances) upon any of Taylor
Madison's Assets, except as contemplated herein, or (vi) require any approval or
consent of any Person under any Contractual Obligation of Taylor Madison, except
for such approvals or consents as have been or will be obtained on or before the
Closing  Date or which, if not obtained will not have a Material Adverse Effect.

                                      -10-
<PAGE>

     (c)     Governmental Consents.  The execution, delivery, and performance by
             ---------------------
Taylor  Madison  of  the  Transaction  Documents  to  which  it  is a party, the
issuance,  delivery,  and  payment  of  the  Debentures,  and, in each case, the
consummation  of  the  transactions  contemplated hereby and thereby, do not and
will  not  require  any  registration or filing with, consent or approval of, or
notice  to,  or other action relating to, with or by, any Governmental Authority
except  for  filings,  registrations,  consents, approvals, notices, and actions
that  have  been  or  will be obtained or taken on or before the Closing Date or
which,  if  not  made  or  obtained  will  not  have  a Material Adverse Effect.

     (d)     Due Execution and Delivery; Binding Obligations.  The  Transaction
             ----------------------------------------------------
Documents to which it is a party have been duly executed and delivered by Taylor
Madison.  Each  of  this  Agreement and the other Transaction Documents to which
Taylor  Madison is a party is the legally valid and binding obligation of Taylor
Madison,  enforceable  against  Taylor Madison in accordance with its respective
terms,  except  as  may  be  limited  by bankruptcy, insolvency, reorganization,
moratorium,  or similar laws relating to or limiting creditors' rights generally
and  subject  to the availability of equitable remedies, whether considered in a
proceeding  at  law  or  in  equity.

     5.3     Representations  Under  Certain  Documents.  Each  of  the
             ------------------------------------------
representations  and warranties made by Taylor Madison in any of the Transaction
Documents  was true and correct in all material respects when made and continues
to  be  true and correct in all material respects on the Closing Date, except to
the  extent  that  any  of  such  representations  and warranties relate, by the
express terms thereof, solely to a date occurring prior to the Closing Date, and
except  to  the  extent that any of such representations and warranties may have
been affected by the consummation of the transactions contemplated and permitted
or  required  by  the  Transaction  Documents.

                                    ARTICLE 6
                                    ---------

                                     CLOSING
                                     -------

     6.     Closing  Date.  The  Share Exchange and the purchase and delivery of
            -------------
the  Debentures  and  Warrants  shall take place in Tampa, Florida, at a closing
(the  "Closing")  on  May  3,  2005  (the  "Closing Date").  At the Closing, (a)
Telzuit  LLC  shall deliver the Telzuit Shares to Taylor Madison, and (b) Taylor
Madison  shall  deliver  to  Telzuit,  LLC  the  preferred shares and (c) Taylor
Madison shall deliver to the Purchasers the Debentures and the Warrants, against
payment  of  the  purchase  price  therefor,  by  wire  transfer  of immediately
available  funds  to  such  bank  as  Taylor Madison shall designate in writing.

                                    ARTICLE 7
                                    ---------

                              CONDITIONS TO CLOSING
                              ---------------------

     7.     Conditions  for  Closing.  The obligation of Purchasers, to purchase
            ------------------------
and  pay  for  the  Debentures and Warrants as of the Closing Date is subject to
the  satisfaction,  prior to or at the Closing, of the following conditions (and
Telzuit  Inc.  and  Taylor  Madison shall use their best efforts to satisfy each
such  condition):

                                      -11-
<PAGE>

     7.1     Intentionally  Omitted

     7.2     Representations  and  Warranties;  No Default.  The representations
             ---------------------------------------------
and  warranties  of  each  of Telzuit LLC, Telzuit Inc, the Founders, and Taylor
Madison  contained  in  this  Agreement shall be true, in all material respects,
when made and on the Closing Date, except as affected by the consummation of the
subject  transactions and there shall exist on the Closing Date and after giving
effect  to  such  transactions,  no  Event  of Default or Default.  Telzuit LLC,
Telzuit  Inc, and Taylor Madison shall have delivered to Purchasers an Officer's
Certificate,  dated  the  Closing  Date,  to  all  such  effects.

     7.3     Purchase  Permitted by Applicable Laws.  The Share Exchange and the
             --------------------------------------
purchase  and  payment for the  Debentures and Warrants by the Purchasers, shall
not be prohibited by any applicable law or governmental regulation and shall not
subject any Purchaser to any tax, penalty, liability, or other onerous condition
under  or  pursuant  to  any  applicable  law  or  governmental  regulation.

     7.4     Compliance  with Securities Laws.  The offering, issuance, and sale
             --------------------------------
of  the  Debentures  and  the  Warrants under this Agreement shall have complied
with  all  applicable requirements of federal and state securities laws, and the
Purchasers shall have received evidence of such compliance in form and substance
satisfactory  to  it.

     7.5     Issuance  of  Debentures  and  Warrants.  Concurrently  with  the
             ---------------------------------------
Closing,  Taylor  Madison  shall  have  issued  to Purchasers the Debentures and
Warrants  in  accordance  with  the  provisions  hereof.

     7.6     Certified Documents.  Taylor Madison shall have delivered, or shall
             -------------------
have  caused  to  be delivered, to Purchasers copies of the following documents,
duly  certified,  or  the  following  certificates,  as  applicable:

     (a)     Resolutions  of  the  Board of Directors of Taylor Madison, Telzuit
Inc, and Telzuit LLC authorizing (i) the execution, delivery, and performance of
the  Transaction  Documents to which it is a party, (ii) the consummation of the
transactions  contemplated  by the Transaction Documents to which it is a party,
and (iii) all other actions to be taken by Telzuit Inc., Telzuit LLC, and Taylor
Madison  in  connection  with  the Transaction Documents to which it is a party;

     (b)     Certificates,  signed by the Secretary or an Assistant Secretary of
each  of  Telzuit Inc., Telzuit LLC, and Taylor Madison, dated as of the Closing
Date,  as  to  (i)  the  incumbency,  and  containing  the specimen signature or
signatures,  of  the  Person  or  Persons  authorized to execute the Transaction
Documents  to  which Telzuit Inc., Telzuit LLC, and Taylor Madison is a party on
behalf  of Telzuit Inc., Telzuit LLC, and Taylor Madison, together with evidence
of  the  incumbency  of  such  Secretary  or  Assistant  Secretary, and (ii) the
authenticity of each of Telzuit Inc., Telzuit LLC, and Taylor Madison's articles
of  incorporation  and  by-laws;  and

     (c)     A  certificate  of status or good standing of each of Telzuit Inc.,
Telzuit  LLC,  and  Taylor  Madison  from  the  Secretary  of  State of Florida.

                                      -12-
<PAGE>

     7.7     Use  of  Financing.  Purchasers  shall  have  received  evidence
             ------------------
satisfactory  to  them that the proceeds of the sale of the Debentures are being
used  and  applied  in  accordance  with  the  provisions of Section 8.7 hereof.
                                                             -----------

     7.8     Due  Diligence.  Purchasers  shall have completed its financial and
             --------------
legal  due  diligence  with  respect  to  Telzuit  Inc., Telzuit LLC, and Taylor
Madison,  the  results  of  all  of  which  shall be satisfactory to Purchasers.

     7.9     Asset  Transfer.  Telzuit LLC and Telzuit Inc. shall have completed
             ---------------
the  Asset  Transfer.

     7.10     Share  Exchange.  Taylor  Madison and  Telzuit  LLC.  Shall  have
              ---------------
completed the  Share  Exchange.

                                    ARTICLE 8
                                    ---------

                              AFFIRMATIVE COVENANTS
                              ---------------------

     8.     Affirmative  Covenants.  Taylor  Madison  covenants and agrees that,
            ----------------------
from  and  after the date of this Agreement, through the Closing, and thereafter
until payment in full of all of the Debentures, it will perform or will cause to
be  performed,  all  of  the  covenants  in  this  Section  8.
                                                   ----------

     8.1     Financial  Statements  and  Other  Reports.  Taylor  Madison  will
             ------------------------------------------
maintain  a system of accounting established and administered in accordance with
sound  business  practices  to  permit  preparation  of  financial statements in
conformity  with GAAP.  Taylor Madison will deliver to each Purchaser and to any
Transferee  (in  each  case,  so  long  as  it  continues to hold a  Debenture):

     (a)     as  soon  as practicable, but in any event within 30 days after the
end  of  each  month in each Fiscal Year of Taylor Madison and its Subsidiaries,
if any, unaudited monthly consolidated and consolidating financial statements of
Taylor  Madison  for  such  month  prepared in accordance with GAAP, and setting
forth,  in  comparative  form,  the  Consolidated  figures  for  the  comparable
corresponding month of the previous Fiscal Year together with a certification by
the  principal  financial  or  accounting  officer  of  Taylor  Madison that the
information contained in such financial statements fairly presents the financial
condition  of  Taylor  Madison  as  of  the  date  thereof  (subject to year-end
adjustments);

     (b)     as  soon  as  practicable and in any event within 45 days after the
end  of  (i)  each  of  the  first  three  Fiscal  Quarters in each Fiscal Year,
consolidated  balance  sheets of Taylor Madison as at the end of such period and
for  the  year-to-date and the related consolidated and consolidating statements
of  income  and  cash  flows of Taylor Madison and its Subsidiaries, if any, for
such  Fiscal  Quarter and for the year-to-date and setting forth, in comparative
form,  the  Consolidated figures for the comparable corresponding Fiscal Quarter
of  the  previous  Fiscal Year; and (ii) the first three Fiscal Quarters in each
Fiscal  Year,  and for the period from the beginning of then current Fiscal Year
to  the end of such Fiscal Quarter, a comparison setting forth the corresponding
figures  from  the  budgeted  or  projected figures set forth in the Projections
described  in Section 8.1(g) below for such period, all in reasonable detail and
              --------------
being  prepared  in  accordance  with GAAP, together with a certification by the
chief  financial  or  accounting  officer of Taylor Madison that the information
contained in such financial statements fairly presents the financial position of
Taylor  Madison and its Subsidiaries as of the date thereof (subject to year-end
adjustments).

                                      -13-
<PAGE>

     (c)     as soon as available and in any event within 120 days after the end
of  each Fiscal Year, a copy of unaudited financial statements for such year for
Taylor  Madison  and  its Subsidiaries, if any, including therein a consolidated
balance  sheet  of Taylor Madison and its Subsidiaries, if any, as of the end of
such  Fiscal  Year,  a  consolidated  statement  of  income  and  a consolidated
statement  of  cash flows of Taylor Madison and its Subsidiaries for such Fiscal
Year,  setting  forth  in  each  case  (i) in comparative form the corresponding
figures  for  the  preceding  Fiscal  Year,  and  (ii)  in  comparative form the
corresponding  projected  figures  for  such  Fiscal  Year  as  set forth in the
Projections covering such Fiscal Year previously delivered to Purchasers, all in
reasonable  detail  and  being prepared in accordance with GAAP, together with a
certification  by  the  chief  financial or accounting officer of Taylor Madison
that  the information contained in such financial statements fairly presents the
financial position of Taylor Madison and its Subsidiaries as of the date thereof
(subject  to  year-end  adjustments).

     (d)     promptly,  but  in  no  event  later than 5 business days, upon any
officer of Taylor Madison obtaining actual knowledge, written notice: (i) of any
condition  or  event that constitutes an Event of Default or Default or that any
holder  of  a  Debenture  has  given  any  notice or taken any other action with
respect  to  a claimed Default or Event of Default under this Agreement, (ii) of
any  Person  that has given any notice to such Taylor Madison or taken any other
action  with  respect  to  a  claimed  default or event or condition of the type
referred  to  in  Section  8.1(b)  which  could reasonably be expected to have a
                  ---------------
Material  Adverse  Effect,  or  (iii)  any  pending  or  threatened condemnation
proceedings  by any Governmental Authority affecting any Properties or Assets of
such  Taylor  Madison, the condemnation of which reasonably could be expected to
have  a  Material  Adverse  Effect;

     (e)     as  soon  as  they  are  available, but in any event within 60 days
prior  to  the  beginning of each Fiscal Year, Projections for such Fiscal Year.
Such  Projections  shall  be in form and substance consistent with Parent's past
practices and shall be certified by the chief financial or accounting officer of
Parent  as being such officer's good faith estimate of the financial performance
of  Parent  and  its  Subsidiaries  during  such  period;  and

     (f)     with  reasonable  promptness,  such other information and data with
respect  to  any Taylor Madison as from time to time may be reasonably requested
by  the  Purchasers,  including  information  regarding  the  business,  assets,
financial  condition,  income  or  prospects  of  such  Taylor  Madison.

     8.2     Corporate  Existence,  etc.  Taylor  Madison  will  at  all  times
             ---------------------------
preserve  and  keep  in full force and effect its corporate existence and rights
material  to  the  business  of  Taylor  Madison  and  each of its Subsidiaries.

                                      -14-
<PAGE>

     8.3     Payment  of  Taxes;  Tax  Consolidation.
             ---------------------------------------

     (a)     Taylor  Madison  and  each  of it Subsidiaries will duly and timely
file  all  tax  returns  and reports required to be filed in compliance with all
applicable  laws,  regulations,  rules,  and  procedures  and  pay  all  taxes,
assessments,  and  other governmental charges imposed upon Taylor Madison or any
of  its  Subsidiaries,  or  any  of  the  Assets of Taylor Madison or any of its
Subsidiaries  or  in  respect  of any franchises, business, income, or Assets of
Taylor  Madison  or  any  of  its  Subsidiaries  before  any material penalty or
interest  in  a material amount accrues thereon; provided, however, that no such
                                                 --------  -------
tax,  assessment,  or other charge need be paid if it is being contested in good
faith  by  appropriate  proceedings promptly instituted and diligently conducted
and if such reserve or other appropriate provision, if any, as shall be required
in  conformity  with  GAAP  shall  have  been  made  therefor.

     (b)     Taylor  Madison  will  not  file  or  consent  to the filing of any
consolidated  income  tax  return with any Person (other than Taylor Madison and
its  Subsidiaries,  if  any).

     8.4     Maintenance of Properties; Insurance.  Taylor Madison will maintain
             ------------------------------------
or  cause  to  be  maintained  in  good repair, working order, and condition all
material  Assets  used or useful in the business of Taylor Madison or any of its
Subsidiaries  and  from time to time, to the extent determined by Taylor Madison
in  good faith to be necessary or appropriate, will make or cause to be made all
appropriate  repairs,  renewals, and replacement thereof, ordinary wear and tear
excepted.  Taylor  Madison  will  maintain  or  cause  to  be  maintained,  with
reputable  insurers,  insurance  with respect to its Assets and business against
loss  or damage of the kinds, and of such types and in such amounts, as shall be
reasonably  determined  from  time  to  time  by  Taylor  Madison on a basis not
inconsistent  with the customary practices of entities of established reputation
engaged  in  the  same  or  similar  businesses  and  similarly  situated.

     8.5     Inspection.  Taylor  Madison  shall  permit  any  authorized
             ----------
representatives  designated in writing by Purchasers to visit and inspect any of
the Assets of Taylor Madison or any of its Subsidiaries, including its financial
and  accounting  records, and to make copies and take extracts therefrom, and to
discuss  its  affairs,  finances, and accounts with its officers and independent
and  certified  public accountants, all upon reasonable prior written notice and
at  such  reasonable  times  during business hours as often as may be reasonably
requested.

     8.6     Compliance with Laws, etc.  Taylor Madison  shall  comply,  in  all
             -------------------------
material respects, with all applicable laws, rules, regulations, and orders, and
Taylor  Madison  shall  duly  observe  in  all  material  respects,  all  valid
requirements of applicable Governmental Authorities and all applicable statutes,
rules, and regulations, including all applicable statutes, rules and regulations
relating  to  public  and  employee health and safety except where failure so to
comply  or  observe  reasonably could not be expected to have a Material Adverse
Effect.

     8.7     Proceeds  of  Financing.  The  proceeds of the issuance and sale of
             -----------------------
the  Debentures  shall  be  used  by  Taylor  Madison  for  working  capital.

                                    ARTICLE 9
                                    ---------

                               NEGATIVE COVENANTS
                               ------------------

     9.     Negative  Covenants.  Taylor  Madison covenants and agrees with each
            -------------------
Holder that, from and after the date of this Agreement, through the Closing, and
thereafter  until  payment  in full of all of the Debentures, that it shall not,
without either (i) approval by the Holders representing no-less than 66 % of the
outstanding  principal  of  the  Debentures, or (ii) if the Holders representing
no-less  than  66  %  of the outstanding principal of the Debentures appoint, in
writing, an authorized representative (the "Debenture Holders' Representative"),
approval  by  the  Debenture  Holders'  Authorized  Representative:

                                      -15-
<PAGE>

          (a)      issue shares of equity securities, debt securities possessing
rights,  preferences, privileges and limitations similar to equity securities or
are  otherwise  linked  to  equity  securities,  or rights, options, warrants or
convertible  or exchangeable securities containing the right to subscribe for or
purchase  shares  of  equity  securities  of  the  Taylor  Madison or any of its
Subsidiaries  (other than the issuance of Series A Preferred Stock in connection
with  the  Series  A  Preferred  Financing);

          (b)     make, or permit any Subsidiary to make, any loan or advance to
any  person,  including,  without limitation, any employee or director of Taylor
Madison  or  any  Subsidiary,  except  advances  and similar expenditures in the
ordinary  course  of  business;

          (c)     directly  or  indirectly,  create,  incur,  assume,  agree  to
provide,  or  permit  to  exist  any  Lien,  or  file,  execute, or agree to the
execution  of any financing statement, on or with respect to any Asset of Taylor
Madison,  whether  now  owned  or  hereafter  acquired, or any income or profits
therefrom,  except  for  Permitted  Encumbrances;

          (d)     create  any Subsidiary or issue any ownership interest therein
to  any  third  party;

          (e)     make,  or  permit  any Subsidiary to make, any loan or advance
to,  or  own  any  stock  or  other  securities  of,  any  Subsidiary  or  other
corporation,  partnership,  or  other entity unless it is wholly owned by Taylor
Madison;

          (f)     make, or permit any Subsidiary to make, any cash Investment or
Investment  through  the  direct or indirect holding of securities or otherwise;

          (g)     guarantee, directly or indirectly, or permit any Subsidiary to
guarantee, directly or indirectly, any Indebtedness except for trade accounts of
Taylor  Madison  or  any  Subsidiary arising in the ordinary course of business;

          (h)     directly  or  indirectly,  declare,  order,  pay, make, or set
apart  any  sum  for  any  distribution  or  dividend  payment;

          (i)     acquire  or sell, or permit any Subsidiary to acquire or sell,
any tangible or intangible assets having a GAAP book-value greater than $25,000;

          (j)     enter  into, or permit any Subsidiary to enter into, any joint
venture,  partnership,  scheme,  profit  sharing  arrangement,  or  franchising
agreement;

          (k)     make,  or  permit  any  Subsidiary  to  make,  any  capital
expenditure  that  (i)  individually  exceeds  $25,000;

                                      -16-
<PAGE>

          (l)     otherwise  enter  into  or  be  a  party  to  (or  permit  any
Subsidiary  to  do  any  of  the  foregoing)  any transaction with any director,
officer,  or  employee  of  Taylor  Madison or any Affiliate of any such person,
except  for  transactions  contemplated  by  this  Agreement and the Transaction
Documents;

          (m)     hire,  terminate,  or  change  the  compensation of the senior
officers  or strategic advisors of Taylor Madison or its Subsidiaries, including
approving  any  employees  compensation  and  incentive  programs;

          (n)     change  the  principal  business  of  Taylor  Madison  or  any
Subsidiary,  enter  new lines of business, or exit the current line of business;

          (o)     sell,  transfer,  license,  pledge,  or  encumber  material
technology  or  intellectual  property  of  Taylor  Madison  or  any Subsidiary;

          (p)     commence  or  settle,  or permit any Subsidiary to commence or
settle,  any  litigation, arbitration, or other legal proceeding relating to any
claim  or  assessment  in  excess  of  $25,000;

          (q)     appoint  and  remove  Taylor  Madison's  independent  public
accountants;

          (r)     enter  into  any  transaction  of  merger or consolidation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)
or convey, sell, lease, transfer, or otherwise dispose of, in one transaction or
a  series  of  related transactions, any significant Assets, directly or through
the  sale of capital Stock, whether now owned or hereafter acquired, or agree to
or  effect  any  Asset  acquisition  or  Stock  acquisition.

                                   ARTICLE 10
                                   ----------

                           EVENTS OF DEFAULT; REMEDIES
                           ---------------------------

     10.     Events  of  Default.
             -------------------

     10.1     Default; Acceleration.  If any of the following events shall occur
              ---------------------
and  be  continuing for any reason whatsoever (and whether such occurrence shall
be  voluntary or involuntary or come about or be effected by operation of law or
otherwise):

     (a)     Taylor  Madison,  (i)  fails to pay any installment of principal of
any  Debenture  when due, whether at stated maturity, by acceleration, by virtue
of a required prepayment, or otherwise, (ii) fails to pay any interest on any of
the  Debentures within five (5) days of the date when due, or (iii) fails to pay
any  other  amount  due  under this Agreement on the date within (10) days after
notice  of  such  failure  to  pay  is  sent  to  Taylor  Madison;

     (b)     (i)  Taylor Madison or any Subsidiary of Taylor Madison defaults in
any  payment  of  principal  of,  or interest on, any other obligation for money
borrowed  or credit received or in respect of any Capitalized Leases, beyond any
period  of  grace  provided  with respect thereto, or (ii) Taylor Madison or any
Subsidiary  of  Taylor  Madison defaults in the performance or observance of any
other  agreement,  term, or condition contained in any agreement under which any
such  obligation of the type described in clause (i) above is created (or if any
other event of default thereunder or under any such agreement shall occur and be
continuing) and, as a result thereof, the holder of such Indebtedness has caused
such  Indebtedness to become due prior to its stated maturity, unless and to the
extent any thereof are being actively contested in good faith and by appropriate
proceedings,  and  Taylor  Madison or any Subsidiary of Taylor Madison maintains
reasonable  reserves  on  their  books  therefor;  or

                                      -17-
<PAGE>

     (c)     any  representation  or  warranty  made  to  any Purchaser by or on
behalf  of  Taylor Madison or any Subsidiary of Taylor Madison in this Agreement
or  in  any writing or instrument furnished in compliance with this Agreement or
otherwise  furnished  in  connection  with the transactions contemplated by this
Agreement shall be false or misleading when made or deemed made, in any material
respect;

     (d)      Taylor Madison or any Subsidiary of Taylor Madison defaults in the
performance or observance of any agreement, term, or condition contained in this
Agreement  (other  than  one  described in clause (a) or (b) above) and any such
                                           ----------    ---
default shall not have been remedied within 20 days after the earlier of (y) the
date  on which written notice thereof was received by Taylor Madison (regardless
of the source of such notice), or (z) actual knowledge thereof by Taylor Madison
or  any  Subsidiary  of  Taylor  Madison;

     (e)     Taylor  Madison  or  any Subsidiary of Taylor Madison (i) generally
fails  to  pay,  or  admits  in  writing its inability to pay, its debts as they
become  due,  subject  to  applicable  grace  periods, if any, whether at stated
maturity  or  otherwise;  (ii)  voluntarily  liquidates, dissolves, or ceases to
conduct  its  business  in  the  ordinary course; (iii) commences any Insolvency
Proceeding  with  respect to itself; (iv) makes an assignment for the benefit of
creditors; or (v) takes any affirmative action to effectuate or authorize any of
the  foregoing  (other than the discussion of the advisability or inadvisability
of  authorizing  the  foregoing);

     (f)     (i)  any  involuntary  Insolvency  Proceeding is commenced or filed
against  Taylor  Madison  or  any  Subsidiary  of  Taylor  Madison, or any writ,
judgment,  warrant  of  attachment,  execution, or similar process, is issued or
levied  against  a  substantial  part  of Assets of Taylor Madison Subsidiary of
Taylor  Madison  and  any such proceeding or petition shall not be dismissed, or
such  writ, judgment, warrant of attachment, execution, or similar process shall
not  be  released,  vacated,  or fully bonded within 60 days after commencement,
filing,  or levy; (ii) Taylor Madison or any Subsidiary of Taylor Madison admits
the  material allegations of a petition against it in any Insolvency Proceeding,
or  an  order for relief (or similar order under non-U.S. law) is ordered in any
Insolvency  Proceeding;  (iii) Taylor Madison acquiesces in the appointment of a
receiver,  trustee,  custodian, conservator, liquidator, mortgagee in possession
(or agent therefor), or other similar Person for itself or a substantial portion
of  its  Assets  or  business;  (iv)  Taylor Madison or any Subsidiary of Taylor
Madison  shall  have  an  order  for  relief entered with respect to it or shall
consent  to  the  entry  of an order for relief in an involuntary case commenced
under  any  Bankruptcy Law, or shall consent to the conversion of an involuntary
case  to  a  voluntary  case  under  any  such law; or (v) Taylor Madison or any
Subsidiary  of  Taylor  Madison  shall  consent  to the appointment of or taking
possession  by  a receiver, trustee, or other custodian for all or a substantial
part  of  its  or  their  Assets;  or

                                      -18-
<PAGE>

     (g)     any  money  judgment,  writ,  or  warrant of attachment, or similar
process  involving  an  amount in excess of $25,000 in any individual case or in
excess of $50,000 in the aggregate (exclusive of any portion which is covered by
insurance and with respect to which the insurer has not disputed coverage) shall
be  entered or filed against Taylor Madison or any Subsidiary of Taylor Madison,
or  any  of  its  Assets  and shall remain undischarged, unvacated, unbonded, or
unstayed  for a period of 30 days or in any event later than 5 days prior to the
date  of  any  proposed  sale  thereunder;

then,  and  in  any  such  case  (x) upon the occurrence of any Event of Default
described  in  subsection  (f) or (g) of this Section 10.1, the unpaid principal
               ---------------    ---         ------------
amount of and accrued interest on the  Debentures automatically shall become due
and payable, and (y) upon the occurrence and during the continuance of any other
Event of Default under Section 10.1, the Purchasers, may, at their option and in
addition to any right, power, or remedy permitted by law or in equity, by 5 days
prior written notice to Taylor Madison, declare all of the Debentures to be, and
all  of such Debentures shall thereupon be and become, forthwith due and payable
together with interest accrued thereon, without presentment, demand, protest, or
other  notice  of  any  kind,  all of which are hereby waived by Taylor Madison.

     10.2     Rescission  of  Acceleration.  In  the  event  a  declaration  of
              ----------------------------
acceleration  in  respect  of  the  Debentures  because  of  an Event of Default
specified  in  Section  10.1(b)  shall  have  occurred  and  be continuing, such
               ----------------
declaration  of acceleration automatically shall be annulled if the Indebtedness
that  is  subject  of  such Event of Default has been discharged, cured, waived,
paid  in  full,  or  the  holders  thereof  have  rescinded their declaration of
acceleration  in  respect  of  such  Indebtedness,  and  written  notice of such
discharge,  cure, waiver, payment, or rescission, as the case may be, shall have
been  given  to  Taylor  Madison  by  the  holders  of  such  Indebtedness  or a
Representative  of  such  holders,  and no other Default or Event of Default has
occurred that has not been cured or waived during such period.  No rescission or
annulment  referred  to  above shall affect any subsequent Default or any right,
power,  or  remedy  arising  out of such subsequent Default or Event of Default.

     10.3     Other  Remedies.  If  any  Default or Event of Default shall occur
              ---------------
and  be  continuing,  the  holder  of  any  Debenture may proceed to protect and
enforce  its  rights  under this Agreement and such Debenture by exercising such
remedies  as  are  available  to such holder in respect thereof under applicable
law, either by suit in equity or by action at law, or both, whether for specific
performance of any covenant or other agreement contained in this Agreement or in
aid of the exercise of any power granted in this Agreement.  No remedy conferred
in  this  Agreement  upon  a  Purchaser  or any other holder of any Debenture is
intended  to  be  exclusive  of any other remedy, and each and every such remedy
shall  be  cumulative  and  shall be in addition to every other remedy conferred
herein  or  now  or  hereafter  existing  at  law  or in equity or by statute or
otherwise.

                                   ARTICLE 11
                                   ----------

                           DEFINITIONS; CONSTRUCTIONS
                           --------------------------

     11.     Definitions;  Construction.
             --------------------------

                                      -19-
<PAGE>

     11.1     Definitions.  For  the  purpose  of  this Agreement, the following
              -----------
terms  shall  have  the  meanings  specified  with  respect  thereto  below:

     "Affiliate"  means,  when  used with respect to a specified Person, another
      ----------
Person  that directly or indirectly through one or more intermediaries, Controls
or  is  Controlled  by or is under common Control with the Person specified.  No
Purchaser shall, however, be deemed to be an Affiliate of  Taylor Madison or any
of  its  Affiliates.

     "Agreement"  has  the  meaning  set  forth  in  the  preamble  hereto.
      ----------

     "Asset"  means any interest in any kind of property or asset, whether real,
      ------
personal,  or  mixed,  and  whether  tangible  or  intangible.

     "Bankruptcy  Code"  means  the  Bankruptcy  Reform Act of 1978, as codified
      -----------------
under  Title  11 of the United States Code, and the Bankruptcy Rules promulgated
thereunder,  as  the  same  may  be  in  effect  from  time  to  time.

     "Business Day" means any day other than a Saturday, Sunday, or any day that
      --------------
either  is a legal holiday under the laws of the State of Florida or is a day on
which  banking  institutions located in such State are authorized or required by
law  or  other  governmental  action  to  close.

     "Capitalized  Lease" means a lease under which Taylor Madison or any of its
      -------------------
Subsidiaries  is  the  lessee  or  obligor, the discounted future rental payment
obligations  under  which are required to be capitalized on the balance sheet of
such  lessee  or  obligor  in  accordance  with  GAAP.

     "Code"  means  the  Internal Revenue Code of 1986, or any successor statute
      -----
thereto,  as  the  same  may  be  amended  from  time  to  time.

     "Commission" means the United States Securities and Exchange Commission and
      -----------
any successor  federal  agency  having  similar  powers.

     "Common  Stock"  means  a  share  of  common  stock  of  a Person that is a
      --------------
corporation.

     "Consolidated"  or "consolidated" means, with reference to any term defined
      -------------      -------------
herein,  that  term  as  applied  to  the  accounts of an parent company and its
Subsidiaries,  consolidated  in  accordance  with  GAAP.

     "Contractual  Obligation"  as applied to any Person, means any provision of
      ------------------------
any  material  security issued by that Person or of any material indenture, loan
agreement,  credit  agreement,  lease,  mortgage,  deed  of  trust,  contract,
undertaking,  agreement,  or other material instrument to which that Person is a
party  or  by which it or any material amount of its Assets is bound or to which
it  or  any  material  amount  of  its  Assets  is  subject.

     "Control"  means  the  possession,  directly or indirectly, of the power to
      ------
direct or cause the direction of the management or policies of a Person, whether
through  the  ownership  of voting securities, by contract or otherwise, and the
terms  "Controlling"  and  "Controlled"  has  meanings  correlative  thereto.

                                      -20-
<PAGE>

     "Default"  means  any  of  the  events  specified  in  Section  10  hereof,
      --------                                              -----------
irrespective of whether any requirement for the giving of notice or the lapse of
time  has  been  satisfied  in  connection  with  such  event.

     "Distribution"  means,  with  respect to any Person, (a) the declaration or
      -------------
payment  of  any dividend on or in respect of any shares of any class of capital
Stock  of  such  Person, other than dividends payable solely in shares of common
stock,  (b)  the  purchase, redemption, or other retirement of any shares of any
class of capital Stock of such Person, directly or indirectly, (c) the return of
capital by such Person to its shareholders or other interest holders, or (d) any
other  distribution on or in respect of any shares of any class of capital Stock
of  such  Person.

     "ERISA"  means  the Employee Retirement Income Security Act of 1974, or any
      ------
successor  statute, together with the regulations thereunder, as the same may be
amended  from  time  to  time.

     "Exchange  Act"  means the Securities Exchange Act of 1934, as amended, and
      --------------
any  successor  statute.

     "Financial Officer" of any corporation means  the  chief financial officer,
      -------------------
principal  accounting  officer,  treasurer,  or  controller of such corporation.

     "Fiscal Quarter" means each calendar quarter ending September 30, December
      ----------------
31 and  March  31.

     "Fiscal Year" means the fiscal year for the twelve month period ending June
      ------------
30.

     "GAAP"  means  generally  accepted  accounting principles as in effect from
      -----
time  to  time  in  the  United  States  of  America.

     "Governmental Authority" means any federal, state, local, or foreign court
      ------------------------
or governmental  agency,  authority,  instrumentality  or  regulatory  body.

     "Governmental Body" means any federal, state, local or foreign Governmental
      ------------------
Authority  or  regulatory body, any subdivision, agency, commission or authority
thereof  or  any  quasi-governmental or private body exercising any governmental
regulatory  authority  thereunder and any Person directly or indirectly owned by
and  subject to the control of any of the foregoing, or any court, arbitrator or
other  judicial  or  quasi-judicial  tribunal.

     "Indebtedness" means, as applied to any Person, all obligations, contingent
      -------------
and  otherwise,  that  in  accordance  with  GAAP should be classified upon such
Person's  balance  sheet as liabilities, or to which reference should be made by
footnotes  thereto,  including  in  any event and whether so classified: (a) all
debt  and  similar  monetary  obligations,  whether  direct or indirect, (b) all
liabilities secured by any mortgage, pledge, security interest, Lien, charge, or
other  encumbrance  existing  on  property  owned  or  acquired subject thereto,
irrespective  of  whether the liability secured thereby shall have been assumed,
(c)  all  guarantees,  endorsements,  and  other  contingent obligations whether
direct  or  indirect  in  respect  of  indebtedness  of  others,  including  any
obligation  to  supply  funds  to  or  in  any  manner to invest in, directly or
indirectly,  the  debtor,  to  purchase  indebtedness, or to assure the owner of
indebtedness  against loss, through an agreement to purchase goods, supplies, or
services  for  the  purpose  of  enabling  the  debtor  to  make  payment of the
indebtedness  held  by  such owner or otherwise, (d) the obligation to reimburse
the  issuer in respect of any letter of credit, and (e) the obligations under an
Interest  Rate  Agreement.

                                      -21-
<PAGE>

     "Insolvency  Proceeding"  means  (a) any case, action, or proceeding before
      -----------------------
any  court  or  other  Governmental  Authority  having  jurisdiction  over  the
applicable  Person  or  its  Assets  relating  to  bankruptcy,  reorganization,
insolvency,  liquidation,  receivership,  dissolution,  winding-up, or relief of
debtors,  or  (b)  any  general  assignment  for  the  benefit  of  creditors,
composition, marshaling of Assets for creditors, or other similar arrangement in
respect  of its creditors generally or any substantial portion of its creditors;
in  each  case  whether  undertaken under U.S. federal (including the Bankruptcy
Code),  state,  or  foreign  law.

     "Interest  Rate  Agreement"  means  any  interest  rate protection or hedge
      --------------------------
agreement, including any interest rate future, option, swap, and cap agreements.

     "Investment"  as  applied  to  any  Person,  means  any  direct or indirect
      -----------
purchase  or  other  acquisition by that Person of, or a beneficial interest in,
Stock,  or  other securities of any other Person, or any direct or indirect loan
or  advance  (other  than  loans  or advances to employees for moving and travel
expenses,  drawing  accounts, and similar expenditures in the ordinary course of
business), or capital contribution by that Person to any other Person, including
all  accounts  receivable from that other Person that are not current assets and
did  not  arise  from  sales  to  that  other  Person  in the ordinary course of
business.  The  amount  of  any  Investment  shall  be the original cost of such
Investment  plus  the cost of all additions thereto, without any adjustments for
increases  or  decreases in value, or write-ups, write-downs, or write-offs with
respect  to  such  Investments.

     "Lien"  means  any  mortgage,  deed  of  trust,  pledge, security interest,
      -----
charge,  encumbrance,  lien,  easement,  or exception of any kind (including any
conditional  sale  or  other title retention agreement and any agreement to give
any  security  interest).

     "Material  Adverse Effect" means a material adverse effect on the condition
      -------------------------
(financial  or otherwise), business, prospects, results of operations, or Assets
of  such  Person,  taken  as  a  whole.

     "Maturity  Date"  has  the  meaning  set  forth  in  Section 1.1(a) hereof.
      ---------------                                     --------------

     "Multiemployer  Plan"  means  a "multiemployer plan" (as defined in Section
      --------------------
4001(a)(3)  in  ERISA) maintained or contributed to for employees of such Person
or  any  ERISA  Affiliate.

     "Operating  Lease"  means  any  lease  (other  than  a Capitalized Lease) .
      -----------------

     "Permitted  Encumbrances"  means  the  following  types  of  Liens:
      ------------------------

     (a)     Liens for taxes, assessments, or governmental charges or claims the
payment  of  which  is  not  at  the  time  required  by  Section  8.3  hereof;

     (b)     Statutory  Liens of landlords and depository institutions and Liens
of  carriers,  warehousemen,  mechanics, materialmen, and other Liens imposed by
law  incurred  in the ordinary course of business for sums not yet delinquent or
being  contested  in  good  faith by appropriate proceedings diligently pursued;
provided,  however, that Parent shall have made such reserve or other provisions
therefor  as  may  be  required  by  GAAP;

                                      -22-
<PAGE>

     (C)     Liens  (other than any Liens imposed by ERISA) incurred or deposits
made  in  the  ordinary  course  of  business  in  connection  with  workers'
compensation,  unemployment insurance, and other types of social security, or to
secure  the  performance  of  tenders,  statutory obligations, surety and appeal
bonds,  bids,  leases,  government  contracts  or  permits,  performance  and
return-of-money  bonds,  and other similar obligations (exclusive of obligations
for  the  payment  of  borrowed  money);

     (d)     Easements,  rights-of-way,  zoning,  and  similar  restrictions and
other  encumbrances  affecting  real property that do not in any case materially
interfere  with  the ordinary conduct of the business of such Person, taken as a
whole;

     (e)     Leases,  subleases,  or  licenses  not otherwise prohibited by this
Agreement,  granted  to  others not interfering in any material respect with the
business  of  such  Person;

     (f)     Liens  arising  from filing UCC financing statements regarding
Operating Leases;

     (g)     Any interest or title of a lessor under any lease permitted by this
Agreement  (including  any  Lien  granted  by  such  lessor on the Asset of such
lessor)  under  which  such  Person  is  lessee;

     (h)     Any  attachment  or  judgment  Lien  not  constituting  an Event of
Default  under  Section  10.1(h)  hereof;
                ----------------

     (i)     Liens  in the nature of the subordination of the leasehold interest
of such Person in any real property to a mortgage or comparable Lien upon such
real property;

     (j)     Liens  encumbering deposits made to secure obligations arising from
statutory,  regulatory,  or  warranty  requirements;

     (k)     Liens securing Indebtedness permitted under Section 9.1 hereof,
                                                         -----------
subject to  any  and  all  limitations  set  forth  in  such  Section  9.1;  and
                                                              ------------

     "Person"  means  and  includes  natural  persons,  corporations,  limited
      -------
liability companies, limited partnerships, general partnerships, joint ventures,
trusts,  land  trusts,  business trusts, or other organizations, irrespective of
whether  they  are  legal  entities,  and Governmental Authorities and political
subdivisions  thereof.

     "Projections"  means  Parent's  forecasted consolidated (a) balance sheets,
      ------------
(b)  statements of income, and (c) cash flow statements, all prepared on a basis
consistent  with  its historical financial statements, together with appropriate
supporting  details  and  a  statement  of  underlying  assumptions.

                                      -23-
<PAGE>

     "Purchaser"  and "Purchasers" have the respective meanings set forth in the
      ----------       -----------
preamble  hereto.

     "Representative" means the agent, trustee, or other appointed
      ---------------
representative of a  holder  of  Indebtedness.

     "Sale/Leaseback"  has  the  meaning  set  forth  in  Section  9.6  hereof.
      ---------------                                     ------------

     "Securities  Act"  means  the  Securities  Act of 1933, as amended, and any
      ----------------
successor  statute.

     "Securities Exchange Act" means the Securities Exchange Act of 1934, as
     ------------------------
amended and  any  successor  statute.

     "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  "B".

     "Stock"  means all shares, options, warrants, interests, participations, or
      ------
other  equivalents  (regardless  of  how  designated)  of or in a corporation, a
limited  liability  company,  or equivalent entity, whether voting or nonvoting,
including  common stock, preferred stock, common membership interests, preferred
membership interests, or any other "equity security" (as such term is defined in
Rule  3a11-1  of the General Rules and Regulations promulgated by the Commission
under  the  Exchange  Act).

     "Subsidiary"  means  any  corporation,  association,  partnership,  limited
      -----------
liability  company, or other business entity of which more than 50% of the total
voting  power  of shares of Stock entitled to vote in the election of directors,
managers,  or  trustees  thereof is at the time owned or controlled, directly or
indirectly,  by  any  Person  or  one  or more of the other Subsidiaries of that
Person  or  a  combination  thereof.

     "Transaction  Documents"  means  this  Agreement,  the  Warrant,  and  the
      -----------------------
Debentures.

     "Transfer"  means  the  sale,  pledge, assignment, or other transfer of the
      ---------
Debentures,  in  whole  or in part, and of the rights of the holder thereof with
respect  thereto  and  under  this  Agreement.

     11.2     Accounting  Principles
              ----------------------

     Where  the  character or amount of any Asset or liability or item of income
or  expense  is  required to be determined or any consolidation, combination, or
other  accounting  computation  is  required to be made for the purposes of this
Agreement,  the  same  shall  be  done  in  accordance  with GAAP, to the extent
applicable,  except where such principles are inconsistent with the requirements
of  this  Agreement.

                                      -24-
<PAGE>

     11.3     Construction.
              ------------

     Unless the context of this Agreement clearly requires otherwise, references
to  the  plural  include the singular and references to the singular include the
plural, the part includes the whole, the terms "include" and "including" are not
limiting, and the term "or" has, except where otherwise indicated, the inclusive
meaning  represented  by  the  phrase  "and/or".  The  words "hereof," "herein,"
"hereby,"  "hereunder"  and  similar  terms  in  this  Agreement  refer  to this
Agreement  as  a  whole  and  not to any particular provision in this Agreement.
Paragraph,  section, subsection, clause, exhibit, and schedule references are to
this  Agreement  unless  otherwise  specified.  Any  reference  herein  to  this
Agreement  or  the other Transaction Documents includes any and all alterations,
amendments, changes, extensions, modifications, renewals, or supplements thereto
or  thereof,  as  applicable.

                                   ARTICLE 12
                                   ----------

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

12.     Miscellaneous.
        -------------

     12.1     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.

     12.2     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.

     12.3     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.

     12.4     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.

     12.6     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.

                                      -25-
<PAGE>

     12.7     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.

     12.8     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).

     12.9     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.

     IN WITNESS WHEREOF, the parties have executed this Share Exchange Agreement
as  of  the  day  and  year  first  above  written.



                            [Signature page follows.]

                                      -26-
<PAGE>

IN  WITNESS  WHEREOF, the parties have executed this Agreement on the date first
above  written.

                                        TELZUIT  TECHNOLOGIES,  LLC.

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

                                        TELZUIT  TECHNOLOGIES,  INC.

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


                                        FOUNDERS


                                        ----------------------------------------
                                        James  Tolan,  an  individual


                                        ----------------------------------------
                                        Michael J. Vosch, an individual


                                        ----------------------------------------
                                        Don Sproat, an individual


                                        TAYLOR  MADISON  CORP.


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


                                        ----------------------------------------
                                        Chris  Phillips,  as  authorized
                                        representative  for  the  Purchasers

                                      -27-
<PAGE>