THIS  WARRANT  HAS  NOT  BEEN  REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS
AMENDED,  OR  ANY STATE SECURITIES LAWS.  NO SALE OR DISPOSITION MAY BE EFFECTED
WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION
OF  COUNSEL  FOR  THE  HOLDER,  REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION  IS  NOT  REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE
APPROPRIATE  GOVERNMENTAL  AUTHORITY(IES),  OR (iv) OTHERWISE COMPLYING WITH THE
PROVISIONS  OF  SECTION  8  OF  THIS  WARRANT.
                ----------

                              TAYLOR MADISON CORP.
                              --------------------

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK

Taylor  Madison  Corp.,  a Florida corporation (the "COMPANY"), hereby certifies
that,  for  value  received,  Midtown Partners & Co., LLC (the "HOLDER"), or its
registered  assigns,  is  the  registered holder of a warrant (the "WARRANT") to
subscribe for and purchase 249,750(1) shares of the fully paid and nonassessable
Common Stock (as adjusted pursuant to Section 4 hereof, the "WARRANT SHARES") of
                                      ---------
the  Company, at the price of $.60 per share (such price and such other price as
shall  result,  from  time  to time, from the adjustments specified in Section 4
                                                                       ---------
hereof  is herein referred to as the "WARRANT PRICE"), subject to the provisions
and  upon  the  terms and conditions hereinafter set forth.  As used herein, (a)
the  term  "COMMON  STOCK"  shall mean the Company's presently authorized Common
Stock,  par  value  $.001 per share, and any stock into or for which such Common
Stock  may  hereafter  be  converted  or exchanged, (b) the term "DATE OF GRANT"
shall mean May 6, 2005, and (c) the term "OTHER WARRANTS" shall mean any warrant
issued upon transfer or partial exercise of this Warrant.  The term "WARRANT" as
used  herein shall be deemed to include Other Warrants unless the context hereof
or  thereof  clearly  requires  otherwise.

     1.     Term.  The  purchase  right  represented  by  this  Warrant  is
            ----
exercisable,  in  whole  or in part, at any time after May 6, 2005 (the "INITIAL
EXERCISE DATE") and from time to time thereafter through and including the close
of  business  on  the  date  five  (5)  years from the date that a  Registration
Statement  on  Form SB-2 (or an alternative available form if the Company is not
eligible  to  file  a  Form  SB-2)  covering the Warrants and underlying Warrant
Shares  and the shares of Common Stock issuable on exercise of the Warrants (the
"EXPIRATION  DATE");  provided,  however,  that in the event that any portion of
                      --------   -------
this  Warrant  is  unexercised  as  of the Expiration Date, the terms of Section
                                                                         -------
2(b),  below,  shall  apply.

     2.     Exercise;  Expiration;  Redemption.
            ----------------------------------

     a.     Method  of  Exercise;  Payment; Issuance of New Warrant.  Subject to
            -------------------------------------------------------
Section  1  hereof,  the  purchase  right  represented  by  this  Warrant may be
----------
exercised  by the Holder hereof, in whole or in part and from time to time after
the  Initial Exercise Date, by the surrender of this Warrant (with the notice of
exercise  form  attached  hereto  as  Exhibit  A duly executed) at the principal
                                      ----------
office  of  the  Company and by the payment to the Company of an amount equal to
the  then  applicable  Warrant  Price multiplied by the number of Warrant Shares
then being purchased.  The person or persons in whose name(s) any certificate(s)
representing  shares  of  Common  Stock  shall be issuable upon exercise of this
Warrant  shall be deemed to have become the holder(s) of record of, and shall be
treated  for  all  purposes  as  the record holder(s) of, the shares represented
thereby  (and such shares shall be deemed to have been issued) immediately prior
to  the  close  of  business  on  the  date  or dates upon which this Warrant is
exercised.  In  the  event  of  any  exercise  of the rights represented by this
Warrant, certificates for the shares of stock so purchased shall be delivered to
the  Holder  hereof as soon as possible and in any event within thirty (30) days
after  such  exercise  and,  unless this Warrant has been fully exercised, a new
Warrant  representing the portion of the Warrant Shares, if any, with respect to
which  this  Warrant  shall not then have been exercised shall also be issued to
the  Holder  hereof  as  soon  as  possible  and in any event within such thirty
(30)-day  period.

----------------------------------
(1)  Upon  completion  of  this  offering,  the  Company  intends on effecting a
     1-for-31  reverse  stock  split  (the  "Reverse  Stock  Split"). The amount
     calculated  above  equals  the  number  of Warrant Shares on a post-Reverse
     Stock  Split  Basis.  On  a  pre-Reverse  Stock  Split basis, the number of
     Warrant  Shares  equals  7,742,250.

<PAGE>

     b.     Expiration.  In  the  event  that  any  portion  of  this Warrant is
            ----------
unexercised  as  of  the  Expiration  Date,  such  portion of this Warrant shall
automatically  expire,  and the Holder shall have no rights with respect to such
unexercised  portion  of  this  Warrant.

     c.     Redemption.  At any time after May 6, 2006, if the TRADING PRICE (as
            ----------
determined below) of the Common Stock of the Company exceeds Two Dollars ($2.00)
for  twenty  (20)  consecutive trading days, and the Common Stock of the Company
has  an  average  trading volume in excess of fifty thousand (50,000) shares per
day for same twenty (20) day period, then the Company may redeem such portion of
this  Warrant  that  is unexercised at the price of $.01 per share, by providing
written notice to the Holder within thirty (30) days of the last consecutive day
that  the  trading  price of the Common Stock exceeded Two Dollars ($2.00).  The
"Trading  Price"  shall  be determined as follows: (i) if shares of Common Stock
are  traded  on  a  national  securities  exchange (an "EXCHANGE"), the weighted
average  of the closing prices of a share of the Common Stock of the Company for
twenty  (20)  consecutive  trading days reported on such Exchange as reported in
The  Wall  Street  Journal  (weighted  with  respect  to the trading volume with
respect  to  each such day), (ii) if shares of Common Stock are not traded on an
Exchange  but trade in the over-the-counter market and such shares are quoted on
the  National  Association  of  Securities  Dealers  Automated Quotations System
("NASDAQ"),  the weighted average of the closing prices of a share of the Common
Stock of the Company for twenty (20) trading days reported on NASDAQ as reported
in  The  Wall  Street  Journal (weighted with respect to the trading volume with
respect to each such day), (iii) if such shares are an issue for which last sale
prices  are  not  reported  on  NASDAQ,  the  average of the closing bid and ask
prices,  for  twenty  (20)  consecutive trading days as reported by the National
Quotation  Bureau, Incorporated, or any other successor organization, or (iv) if
no  bid  and  asked  prices  are  reported  for the Common Stock by the National
Quotation Bureau, Incorporated or any other successor organization for such day,
the  average of the high and low bid and asked price of any of the market makers
for  the  Common  Stock  as  reported  in  the "pink sheets" by the Pink Sheets,
LLC,  for  twenty  (20)  consecutive  trading  days.

                                      -2-
<PAGE>

     d.     Cashless  Exercise.  Subject  to  the provisions  hereof,  at  any
            ------------------
time  or  from  time to time prior to the Expiration Date, the Holder shall also
have  the right to exercise this Warrant or any portion thereof, without payment
by  the  Holder  of  the Warrant Price in cash or any other consideration (other
than  the  surrender of rights to receive Warrant Shares hereunder), as provided
herein  (a  "CASHLESS  EXERCISE").  Upon  a  Cashless Exercise with respect to a
particular  number  of  Warrant  Shares  (the  "EXCHANGED  WARRANT SHARES"), the
Company  shall  deliver  to  the  Holder  (without  payment by the Holder of the
Warrant  Price  in  cash or any other consideration (other than the surrender of
rights to receive Common Stock hereunder) that number of Warrant Shares computed
using  the  following  formula:

                           X =     Y (A - B)
                                   ---------
                                       A

     Where:    X =  the number of Warrant Shares to be delivered to the holder;

               Y =  the number of Exchanged Warrant Shares;

               A =  the Fair Market Value of the Warrant Shares as determined in
                    accordance with Section 4.

               B =  the Warrant Price (as adjusted through the Cashless Exercise
                    Date)

A  Cashless  Exercise  may  be  effected  by the Holder by the surrender of this
Warrant  as  provided  herein, together with a written statement specifying that
the  Holder  thereby  intends  to  effect a Cashless Exercise and indicating the
number  of  Exchanged Warrant Shares which are covered by the Cashless Exercise.
Such  Cashless  Exercise  shall be effective upon receipt by the Company of this
Warrant, together with the aforesaid written statement, or on such later date as
is specified therein (the "CASHLESS EXERCISE DATE").  The Company shall issue to
the Holder as of the Cashless Exercise Date a certificate for the Warrant Shares
issuable  upon  the  Cashless Exercise and, if applicable, a new warrant of like
tenor  evidencing  the  balance  of the Warrant Shares remaining subject to this
Warrant.

     3.     Stock  Fully  Paid;  Reservation of Shares.  All Warrant Shares that
            ------------------------------------------
may  be issued upon the exercise of the rights represented by this Warrant will,
upon  issuance  pursuant  to  the terms and conditions herein, be fully paid and
nonassessable,  and  free  from  all taxes (other than any taxes determined with
respect  to,  or  based  upon,  the income of the person to whom such shares are
issued),  liens  and  charges (other than liens or charges created by actions of
the  Holder  of  this Warrant or the person to whom such shares are issued), and
pre-emptive  rights with respect to the issue thereof.  During the period within
which  the rights represented by this Warrant may be exercised, the Company will
at  all  times  have  authorized, and reserved for the purpose of the issue upon
exercise  of  the purchase rights evidenced by this Warrant, a sufficient number
of  shares  of  its  Common  Stock  to  provide  for  the exercise of the rights
represented  by  this  Warrant.

                                      -3-
<PAGE>

     4.     Adjustment  of  Warrant  Price and Number of Shares.  The number and
            ---------------------------------------------------
kind of securities purchasable upon the exercise of this Warrant and the Warrant
Price  shall  be  subject to adjustment from time to time upon the occurrence of
certain  events,  as  follows:

     a.     Adjustment for Initial Errors.  The Company hereby acknowledges that
            -----------------------------
the  number  of  Warrant  Shares  constituting  the initial number of securities
purchasable  upon  the  exercise  of  the Warrants (the "EXERCISE QUANTITY") was
based  upon the Company's representations as to the amount of outstanding Common
Stock  (on  a fully diluted basis excluding shares issuable pursuant to employee
and  director  stock  options) on the Date of Grant.  If for any reason it shall
hereafter be determined that the actual amount of Common Stock outstanding as of
the  Date  of  Grant  caused  the  calculation  of  the  Exercise Quantity to be
erroneous,  then the Company or the Holder (whichever shall discover such error)
shall  notify  the  other  of such determination and the Company shall forthwith
reissue  the Warrant, with an appropriate proportional adjustment in said number
to  be  effective  from  the  Date  of  Grant.

     b.     Reclassification or Merger.  In case of any reclassification, change
            --------------------------
or  conversion of securities of the class issuable upon exercise of this Warrant
(other than a change in par value, or from par value to no par value, or from no
par  value  to par value, or as a result of a subdivision or combination), or in
case of any merger of the Company with or into another corporation (other than a
merger  with  another  corporation in which the Company is the acquiring and the
surviving  corporation  and  which  does  not  result in any reclassification or
change  of outstanding securities issuable upon exercise of this Warrant), or in
case  of  any sale of all or substantially all of the assets of the Company, the
Company,  or such successor or purchasing corporation, as the case may be, shall
duly  execute  and  deliver to the Holder of this Warrant a new Warrant (in form
and substance satisfactory to the Holder of this Warrant), so that the Holder of
this  Warrant  shall have the right to receive, at a total purchase price not to
exceed  that  payable  upon  the  exercise  of  the  unexercised portion of this
Warrant,  and  in  lieu  of the shares of Common Stock theretofore issuable upon
exercise  of  this  Warrant,  the  kind  and  amount  of  shares of stock, other
securities,  money and property receivable upon such reclassification, change or
merger  by  a  holder  of  the number of shares of Common Stock then purchasable
under  this  Warrant.  Such new Warrant shall provide for adjustments that shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this  Section  4.  The  provisions of this Section 4(b) shall similarly apply to
      ----------                           ------------
successive  reclassifications,  changes,  mergers  and  transfers.

     c.     Subdivision  or  Combination  of  Shares.  If at any time while this
            ----------------------------------------
Warrant remains outstanding and unexpired the Company shall subdivide or combine
its  outstanding  shares  of  Common  Stock,  the  Warrant  Price  shall  be
proportionately  decreased in the case of a subdivision or increased in the case
of a combination, effective at the close of business on the date the subdivision
or  combination  becomes  effective.

     d.     Stock  Dividends.  If  at any time while this Warrant is outstanding
            ----------------
and  unexpired  the  Company  shall  pay a dividend with respect to Common Stock
payable  in  Common  Stock,  then  the Warrant Price shall be adjusted, from and
after  the  date  of  determination  of  stockholders  entitled  to receive such
dividend  or  distribution,  to that price determined by multiplying the Warrant
Price  in  effect  immediately prior to such date of determination by a fraction
(i)  the  numerator of which shall be the total number of shares of Common Stock
outstanding  immediately  prior  to  such  dividend, and (ii) the denominator of
which  shall  be  the  total  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  dividend.

                                      -4-
<PAGE>

     e.     Sales  to  Affiliates.  If  at  any  time  while  this  Warrant  is
            ---------------------
outstanding  and  unexpired the Company shall sell or grant shares of its equity
securities  or  rights,  options,  warrants  or  convertible  or  exchangeable
securities  of  the Company to any Affiliate of the Company, in all instances at
below fair market value, then the Warrant Price shall be reduced, from and after
the  date  of such sale, to the lesser of (i) the price to such Affiliate of the
Company  and  (ii)  that  price  determined  by multiplying the Warrant Price in
effect immediately prior to such date of sale by a fraction (x) the numerator of
which  shall  be  the  total  number  of  shares  of  Common  Stock  outstanding
immediately  prior  to  such dividend, and (y) the denominator of which shall be
the  total  number  of shares of Common Stock outstanding immediately after such
sale.  The  number  of  shares  for  which  the  Warrant is exercisable shall be
proportionately  increased  so that the aggregate Warrant Price shall remain the
same.  In  the  event  such  sale is not so consummated, the Warrant Price shall
again  be  adjusted  to  the  Warrant  Price that would then be in effect if the
Affiliate  of  the Company had not so purchased such shares, but such subsequent
adjustment  shall  not  affect  the  number  of  Warrant  Shares issued upon any
exercise  of  the Warrant prior to the date such subsequent adjustment was made.
As used herein, "AFFILIATE OF THE COMPANY" shall mean (1) any Person (other than
a purchaser of Series A Preferred Stock or any Affiliate of such purchaser) that
directly  or  indirectly  through  one  or  more  intermediaries, Controls or is
Controlled  by  or  is  under  common  Control  with the Company, (2) any owner,
shareholder or director of the Company, and (3) any spouse or any person related
by  birth  or  marriage to any Affiliate of the Company described in clauses (1)
and  (2)  above and "CONTROL" shall mean 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.

     f.     Rights  Offerings.  In case the Company shall, at any time after the
            -----------------
Date  of  Grant,  issue  rights,  options  or  warrants to the holders of equity
securities of the Company, entitling them to subscribe for or purchase shares of
Common  Stock (or securities convertible or exchangeable into Common Stock) at a
price  per  share  of Common Stock (or having a conversion or exchange price per
share  of  Common  Stock  if  a security convertible or exchangeable into Common
Stock)  less  than the fair market value per share of Common Stock on the record
date  for  such  issuance (or the date of issuance, if there is no record date),
the  Warrant  Price  to  be in effect on and after such record date (or issuance
date,  as  the case may be) shall be determined by multiplying the Warrant Price
in  effect  immediately prior to such record date (or issuance date, as the case
may  be)  by a fraction (i) the numerator of which shall be the number of shares
of  Common  Stock outstanding on such record date (or issuance date, as the case
may  be)  plus the number of shares of Common Stock which the aggregate offering
price  of  the  total number of shares of such Common Stock so to be offered (or
the  aggregate  initial  exchange  or  conversion  price  of the exchangeable or
convertible  securities  so  to  be  offered) would purchase at such fair market
value  on  such  record date (or issuance date, as the case may be) and (ii) the
denominator  of  which shall be the number of shares of Common Stock outstanding
on  such  record  date (or issuance date, as the case may be) plus the number of
additional shares of Common Stock to be offered for subscription or purchase (or
into  which  the convertible securities to be offered are initially exchangeable
or  convertible).  In  case  such  purchase or subscription price may be paid in
part or in whole in a form other than cash, the fair value of such consideration
shall  be  determined  by the Board of Directors of the Company in good faith as
set  forth  in  a  duly  adopted  board  resolution  certified  by the Company's
Secretary  or  Assistant  Secretary.  Such adjustment shall be made successively
whenever  such  an  issuance occurs; and in the event that such rights, options,
warrants,  or convertible or exchangeable securities are not so issued or expire
or cease to be convertible or exchangeable before they are exercised, converted,
or  exchanged  (as  the  case  may  be),  then  the Warrant Price shall again be
adjusted  to  be the Warrant Price that would then be in effect if such issuance
had  not  occurred,  provided  however,  the  Company shall adjust the number of
                     ------------------
Warrant  Shares  issued  upon  any exercise of this Warrant after the adjustment
required  pursuant  to  this  Section 4(f) but prior to the date such subsequent
                              ------------
adjustment  is  made,  in  order to equitably reflect the fact that such rights,
options,  warrants, or convertible or exchangeable securities were not so issued
or  expired  or  ceased  to  be  convertible  or  exchangeable  before they were
exercised,  converted,  or  exchanged  (as  the  case  may  be).

                                      -5-
<PAGE>

     g.     Special  Distributions.  In case the Company shall fix a record date
            ----------------------
for  the  making  of  a  distribution  to  all holders of shares of Common Stock
(including  any  such  distribution  made  in connection with a consolidation or
merger  in  which  the  Company  is  the  surviving corporation) or evidences of
indebtedness  or  assets  (other than dividends and distributions referred to in
Sections  4(c)  and 4(d) above and other than cash dividends) or of subscription
  ------------      ----
rights,  options, warrants, or exchangeable or convertible securities containing
the  right to subscribe for or purchase shares of any class of equity securities
of  the Company (excluding those referred to in Section 4(e) above), the Warrant
                                                ------------
Price  to  be  in  effect  on  and  after  such record date shall be adjusted by
multiplying the Warrant Price in effect immediately prior to such record date by
a  fraction  (i) the numerator of which shall be the fair market value per share
of  Common  Stock on such record date, less the fair value (as determined by the
Board  of  Directors of the Company in good faith as set forth in a duly adopted
board resolution certified by the Company's Secretary or Assistant Secretary) of
the  portion  of the assets or evidences of indebtedness so to be distributed or
of  such  subscription rights, options, warrants, or exchangeable or convertible
securities  applicable  to  one  (1) share of the Common Stock outstanding as of
such  record  date,  and (ii) the denominator of which shall be such fair market
value  per  share  of  Common Stock.  Such adjustment shall be made successively
whenever such a record date is fixed; and in the event that such distribution is
not  so  made, the Warrant Price shall again be adjusted to be the Warrant Price
which  would  then be in effect if such record date had not been fixed, but such
subsequent  adjustment shall not affect the number of Warrant Shares issued upon
any  exercise  of  this Warrant prior to the date such subsequent adjustment was
made.

                                      -6-
<PAGE>

     h.     Other  Issuances  of  Securities.  In  case  the  Company  or  any
            --------------------------------
Subsidiary  shall,  at  any time after the Date of Grant, issue shares of Common
Stock,  or  rights,  options, warrants or convertible or exchangeable securities
containing  the  right  to  subscribe  for  or  purchase  shares of Common Stock
(excluding (i) shares, rights, options, warrants, or convertible or exchangeable
securities  or  issued  in  any  of the transactions described in Sections 4(b),
                                                                  -------------
4(c),  4(d),  4(e), 4(f) or 4(g)  above, (ii) shares issued upon the exercise of
----   ----   ----  ----    ----
such  rights,  options  or  warrants  or  upon  conversion  or  exchange of such
convertible or exchangeable securities, (iii) this Warrant and any shares issued
upon  exercise  thereof, (iv) shares or options issued to employees or directors
of  the  Company,  (v)  warrants issued as compensation or in lieu of payment in
connection  with  legitimate  business  arrangements and (vi) shares issues upon
conversion  of  the  shares  of the Company's preferred stock outstanding on the
date  of  this Warrant), at a price per share of Common Stock (determined in the
case  of  such  rights,  options,  warrants,  or  convertible  or  exchangeable
securities  by  dividing  (x)  the  total  amount  receivable  by the Company in
consideration  of  the  sale  and issuance of such rights, options, warrants, or
convertible  or  exchangeable  securities,  plus the total minimum consideration
payable to the Company upon exercise, conversion, or exchange thereof by (y) the
total  maximum number of shares of Common Stock covered by such rights, options,
warrants,  or convertible or exchangeable securities) lower than the fair market
value per share of Common Stock on the date the Company fixes the offering price
of  such  shares,  rights,  options,  warrants,  or  convertible or exchangeable
securities,  then the Warrant Price shall be adjusted so that it shall equal the
price  determined  by  multiplying the Warrant Price in effect immediately prior
thereto  by  a  fraction  (i) the numerator of which shall be the sum of (A) the
number  of shares of Common Stock outstanding immediately prior to such sale and
issuance  plus  (B)  the  number  of  shares of Common Stock which the aggregate
consideration  received (determined as provided below) for such sale or issuance
would  purchase at such fair market value per share, and (ii) the denominator of
which  shall  be  the  total  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  sale  and  issuance.  Such  adjustment  shall  be made
successively  whenever  such  an  issuance  is  made.  For  the purposes of such
adjustment, the maximum number of shares of Common Stock which the Holder of any
such  rights,  options, warrants or convertible or exchangeable securities shall
be  entitled  to  subscribe  for  or  purchase  shall be deemed to be issued and
outstanding  as  of  the  date  of  such sale and issuance and the consideration
received  by  the  Company  therefor  shall  be  deemed  to be the consideration
received  by  the  Company for such rights, options, warrants, or convertible or
exchangeable  securities,  plus  the  minimum consideration or premium stated in
such  rights, options, warrants, or convertible or exchangeable securities to be
paid  for the shares of Common Stock covered thereby.  In case the Company shall
sell  and  issue  shares  of  Common  Stock,  or  rights,  options, warrants, or
convertible  or exchangeable securities containing the right to subscribe for or
purchase  shares  of Common Stock for a consideration consisting, in whole or in
part,  of  property  other  than cash or its equivalent, then in determining the
price  per  share  of Common Stock and the consideration received by the Company
for  purposes of the first sentence of this Section 4(h), the Board of Directors
                                            ------------
of  the Company shall determine, in good faith, the fair value of said property,
and  such  determination  shall  be described in a duly adopted board resolution
certified  by  the  Company's  Secretary  or  Assistant  Secretary.  In case the
Company  shall  sell  and  issue  rights,  options,  warrants, or convertible or
exchangeable securities containing the right to subscribe for or purchase shares
of  Common  Stock  together with one (1) or more other securities as a part of a
unit  at  a  price  per  unit, then in determining the price per share of Common
Stock  and  the  consideration received by the Company for purposes of the first
sentence  of  this  Section  4(h),  the  Board of Directors of the Company shall
                    -------------
determine,  in  good  faith,  which  determination  shall be described in a duly
adopted  board  resolution  certified  by  the  Company's Secretary or Assistant
Secretary,  the  fair  value of the rights, options, warrants, or convertible or
exchangeable  securities  then being sold as part of such unit.  Such adjustment
shall  be  made  successively whenever such an issuance occurs, and in the event
that  such  rights, options, warrants, or convertible or exchangeable securities
expire  or  cease  to  be convertible or exchangeable before they are exercised,
converted, or exchanged (as the case may be), then the Warrant Price shall again
be  adjusted  to the Warrant Price that would then be in effect if such sale and
issuance  had  not occurred, but such subsequent adjustment shall not affect the
number  of  Warrant  Shares issued upon any exercise of the Warrant prior to the
date  such  subsequent  adjustment  is  made.

                                      -7-
<PAGE>

     i.     Adjustment of Number of Shares.  Upon each adjustment in the Warrant
            ------------------------------
Price,  the number of Warrant Shares purchasable hereunder shall be adjusted, to
the  nearest  whole  share, to the product obtained by multiplying the number of
Warrant  Shares  purchasable immediately prior to such adjustment in the Warrant
Price  by  a  fraction,  the  numerator  of  which  shall  be  the Warrant Price
immediately  prior  to such adjustment and the denominator of which shall be the
Warrant  Price  immediately  thereafter.

     j.     Determination of Fair Market Value.  For purposes of this Section 4,
            ----------------------------------                        ---------
"FAIR  MARKET  VALUE"  of  a  share of Common Stock as of a particular date (the
"DETERMINATION  DATE")  shall mean (i) if shares of Common Stock are traded on a
national  securities  exchange  (an  "EXCHANGE"),  the  weighted  average of the
closing  prices  of  a share of the Common Stock of the Company on the last five
(5)  trading  days  prior to the Determination Date reported on such Exchange as
reported in The Wall Street Journal (weighted with respect to the trading volume
with respect to each such day), (ii) if shares of Common Stock are not traded on
an  Exchange but trade in the over-the-counter market and such shares are quoted
on  the  National  Association of Securities Dealers Automated Quotations System
("NASDAQ"),  the weighted average of the closing prices of a share of the Common
Stock  of  the  Company  on  the  last  five  (5)  trading  days  prior  to  the
Determination  Date  reported  on  NASDAQ as reported in The Wall Street Journal
(weighted  with  respect  to  the trading volume with respect to each such day),
(iii) if such shares are an issue for which last sale prices are not reported on
NASDAQ,  the average of the closing bid and ask prices, in each case on the last
five  (5)  trading  days (or if the relevant price or quotation did not exist on
any of such days, the relevant price or quotation on the next preceding business
day  on  which  there  was such a price or quotation) prior to the Determination
Date  as  reported  by the National Quotation Bureau, Incorporated, or any other
successor  organization,  (iv)  if  no bid and asked prices are reported for the
Common  Stock  by  the  National  Quotation  Bureau,  Incorporated  or any other
successor  organization  for  such  day, the average of the high and low bid and
asked  price  of any of the market makers for the Common  Stock as  reported  in
the "pink sheets" by the Pink Sheets,  LLC on the last five (5) trading days, or
(v)  if  no  price  can  be  determined  on  the  basis  of the above methods of
valuation,  then  the judgment of valuation shall be determined in good faith by
the Board of Directors of the Company, which determination shall be described in
a  duly  adopted  board  resolution  certified  by  the  Company's  Secretary or
Assistant  Secretary.  If  the  Board  of  Directors of the Company is unable to
determine  any Valuation (as defined below), or if the holders of at least fifty
percent  (50%)  of  all  of  the  Warrant  Shares  then  issuable  hereunder
(collectively, the "REQUESTING HOLDERS") disagree with the Board's determination
of  any  Valuation  by  written  notice delivered to the Company within five (5)
business  days  after the determination thereof by the Board of Directors of the
Company  is  communicated  to  holders  of  the Warrants affected thereby, which
notice specifies a majority-in-interest of the Requesting Holders' determination
of such Valuation, then the Company and a majority-in-interest of the Requesting
Holders  shall  select a mutually acceptable investment banking firm of national
reputation  which  has  not  had a material relationship with the Company or any
officer of the Company within the preceding two (2) years, which shall determine
such  Valuation.  Such investment banking firm's determination of such Valuation
shall  be final, binding and conclusive on the Company and the holders of all of
the  Warrants issued hereunder and then outstanding.  Any and all costs and fees
of  such  investment  banking firm shall be borne equally by the Company and the
Requesting  Holders,  however,  if the Valuation is within 90% of either party's
valuation,  then  the  other  party  shall pay all of the costs and fees of such
investment  banking  firm.  For  purposes  of  this  Section  4(j),  the  term
                                                     -------------
"VALUATION"  shall  mean the determination, to be made initially by the Board of
Directors  of  the  Company,  of the fair market value per share of Common Stock
pursuant  to  clause  (v)  above.

                                      -8-
<PAGE>

     k.     Subsequent  Changes.  If,  at  any  time after any adjustment of the
            -------------------
Warrant Price shall have been made hereunder as the result of any issuance, sale
or  grant  of  any  rights,  options,  warrants  or  convertible or exchangeable
securities,  any of such rights, options or warrants or the rights of conversion
or  exchange  associated  with such convertible or exchangeable securities shall
expire by their terms or any of such rights, options, warrants or convertible or
exchangeable  securities shall be repurchased by the Company or a Subsidiary for
a consideration per underlying share of Common Stock not exceeding the amount of
such consideration received by the Company in connection with the issuance, sale
or  grant  of  such  rights,  options,  warrants  or convertible or exchangeable
securities, the Warrant Price then in effect shall forthwith be increased to the
Warrant  Price  that would have been in effect if such expiring right, option or
warrant or rights of conversion or exchange or such repurchased rights, options,
warrants  or  convertible  or  exchangeable  securities  had  never been issued.
Similarly,  if  at any time after any such adjustment of the Warrant Price shall
have  been  made  pursuant  to  Section  4(h) above (i) any additional aggregate
                                -------------
consideration  is  received  or  becomes receivable by the Company in connection
with  the  issuance of exercise of such rights, options, warrants or convertible
or  exchangeable  securities  or  (ii) there is a reduction in the conversion or
exchange ratio applicable to such convertible or exchangeable securities so that
fewer  shares  of  Common Stock will be issuable upon the conversion or exchange
thereof  or there is a decrease in the number of shares of Common Stock issuable
upon  exercise  of such rights, options or warrants (except where such reduction
or  decrease  results  from  a  combination  of shares described in Section 4(c)
                                                                    ------------
above),  the  Warrant  Price then in effect shall be forthwith readjusted to the
Warrant Price that would have been in effect had such changes taken place at the
time  that  such  rights,  options,  warrants  or  convertible  or  exchangeable
securities  were  initially  issued,  granted  or  sold.  In  no event shall any
readjustment  under  this Section 4(k) affect the validity of any Warrant Shares
                          ------------
issued  upon  any  exercise  of  this  Warrant  prior  to  such  readjustment.

     l.     Adjustment  of  Exercise  Price  Upon Issuance of Series A Preferred
            --------------------------------------------------------------------
Stock  and  Class  B  Warrants.  After  the  date hereof, the Company intends on
------------------------------
completing  an  offering  of  its  Series A 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"). If the conversion price for the Series A
--
Preferred  Stock  is  less  than  sixty  cents per share, then the Warrant Price
hereunder  shall  be  reduced,  concurrently with closing the Series A Preferred
Financing,  to  the  conversion  price  per share granted in connection with the
Series  A  Preferred  Financing.

     5.     Notice  of Adjustments.  Whenever the Warrant Price or the number of
            ----------------------
Warrant  Shares  purchasable  hereunder  shall be adjusted pursuant to Section 4
                                                                       ---------
hereof,  the  Company  shall deliver to the Holder of this Warrant a certificate
signed  by  its chief financial officer setting forth, in reasonable detail, the
event  requiring  the  adjustment,  the  amount of the adjustment, the method by
which  such  adjustment  was calculated, and the Warrant Price and the number of
Warrant  Shares  purchasable  hereunder  after giving effect to such adjustment.

     6.     Piggy  Back  Registration Rights.  If the Company, at any time prior
            --------------------------------
to  the  Expiration  Date,  proposes to register (the "Registration") any of its
securities  under  the  Securities  Act  of  1933 (the "Securities Act") (except
registrations  by  way of Commission Forms S-4 or S-8, or any successor thereto,
or to qualify such securities under the securities laws of any state or register
its securities in connection with any warrant, option or employee benefit plan),
the  Company  shall give prompt written notice thereof to the Holder and, if the
Holder  shall  so  request  in  writing within 20 days after receipt of any such
notice,  the  Company  shall  exercise  all  reasonable efforts to include among
securities  which  it  then  endeavors  to  make  the  subject of a registration
statement to be filed under the Securities Act all shares the Holder so requests
to  be  registered  thereunder  (the  "DESIGNATED  SHARES")  and to use its best
efforts  to cause all such registrations to be effected and to be kept effective
until  all  sales  or  distributions  contemplated  in  connection therewith are
completed;  provided  that  the  Company  shall  not  be  obligated to keep such
registration  in  effect  for  more  than  nine  months  from the effective date
thereof.  If  the  Company  thereafter  determines  for  any  reason in its sole
discretion  not  to  register  or  to  delay registration of its securities, the
Company  may,  at its election, give written notice of such determination to the
Holder and shall be relieved of any obligation to register any Designated Shares
in  connection  with  such  registration  or in case of a determination to delay
registration,  shall  be  permitted  to  delay in registration of the Designated
Shares.

                                      -9-
<PAGE>

     All  costs  and  expenses  incident  to  the  Company's registration of the
Designated  Shares  under the Securities Act, including, without limitation, all
registration and filing fees, fees and expenses of compliance with securities or
blue  sky laws, printing expenses, messenger and delivery expenses, and fees and
disbursements  of  counsel  for the Company and all independent certified public
accountants,  underwriters  (excluding  discounts  and  commissions)  and  other
persons  retained  by  the Company, shall, to the extent permitted by applicable
federal  and  state  securities  laws,  rules  and  regulations, be borne by the
Company.

     7.     Fractional Shares. No fractional shares  of  Common  Stock  will  be
            ------------------
issued in connection with any exercise hereunder, but in lieu of such fractional
shares  the  Company shall make a cash payment therefor based on the fair market
value (as determined in accordance with Section 4(j) above) of a share of Common
                                        -----------
Stock  on  the  date  of  exercise.

     8.     Compliance  with  Securities  Act; Disposition of Warrant or Warrant
            --------------------------------------------------------------------
Shares.
------

     a.     Compliance  with  Securities  Act.  The  Holder  of this Warrant, by
            ---------------------------------
acceptance hereof, agrees that this Warrant and the shares of Common Stock to be
issued  upon  exercise  hereof  are  being acquired for investment and that such
Holder  will not offer, sell or otherwise dispose of this Warrant, or any shares
of  Common  Stock  to  be issued upon exercise hereof except under circumstances
which  will  not  result in a violation of the Securities Act.  Upon exercise of
this  Warrant, the Holder hereof shall confirm in writing, by executing the form
attached  as  Schedule 1 to Exhibit A hereto, that the shares of Common Stock so
                            ---------
purchased  are  being  acquired  for  investment  and  not  with  a  view toward
distribution or resale.  This Warrant and all shares of Common Stock issued upon
exercise  of  this Warrant (unless registered under the Securities Act) shall be
stamped  or  imprinted  with  a  legend  in  substantially  the  following form:

"THE  SECURITIES  EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF  1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  NO SALE OR DISPOSITION
MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO,
(ii)  AN  OPINION  OF  COUNSEL  FOR  THE  HOLDER, REASONABLY SATISFACTORY TO THE
COMPANY,  THAT  SUCH  REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION
LETTER(S)  FROM  THE  APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE
COMPLYING  WITH  THE  PROVISIONS  OF  SECTION 8 OF THE WARRANT UNDER WHICH THESE
                                      ---------
SECURITIES  WERE  ISSUED  DIRECTLY  OR  INDIRECTLY."

                                      -10-
<PAGE>

In  addition,  in  connection  with  the  issuance  of  this Warrant, the Holder
specifically represents to the Company by acceptance of this Warrant as follows:

     (1)     The Holder is aware of the Company's business affairs and financial
condition, and has acquired information about the Company sufficient to reach an
informed  and  knowledgeable  decision  to acquire this Warrant.  The Holder has
executed  a  confidentiality agreement and will hold all information governed by
that  agreement  in  accordance with the terms of such agreement.  The Holder is
acquiring  this Warrant for its own account for investment purposes only and not
with a view to, or for the resale in connection with, any "distribution" thereof
for  purposes  of  the  Securities  Act.

     (2)     The  Holder  understands  that  this Warrant and the Warrant Shares
have  not  been  registered under the Securities Act in reliance upon a specific
exemption  therefrom, which exemption depends upon, among other things, the bona
fide  nature  of  the  Holder's  investment intent as expressed herein.  In this
connection,  the  Holder understands that, in the view of the SEC, the statutory
basis  for  such exemption may be unavailable if the Holder's representation was
predicated  solely  upon a present intention to hold the Warrant and the Warrant
Shares for the minimum capital gains period specified under applicable tax laws,
for a deferred sale, for or until an increase or decrease in the market price of
the Warrant and the Warrant Shares, or for a period of one (1) year or any other
fixed  period  in  the  future.

     (3)     The  Holder  further  understands that this Warrant and the Warrant
Shares  must  be  held  indefinitely  unless  subsequently  registered under the
Securities  Act  and  any applicable state securities laws, or unless exemptions
from  registration  are  otherwise  available.

     (4)     The  Holder  is  aware  of  the  provisions  of  Rule 144 and 144A,
promulgated under the Securities Act, which, in substance, permit limited public
resale  of  "restricted  securities"  acquired, directly or indirectly, from the
issuer  thereof  (or from an affiliate of such issuer), in a non-public offering
subject  to  the  satisfaction  of certain conditions, if applicable, including,
among  other  things:  the  availability of certain public information about the
Company,  the  resale  occurring  not less than one (1) year after the party has
purchased  and paid for the securities to be sold; the sale being made through a
broker in an unsolicited "broker's transaction" or in transactions directly with
a  market  maker  (as  said term is defined under the Securities Exchange Act of
1934, as amended) and the amount of securities being sold during any three-month
period  not  exceeding  the  specified  limitations  stated  therein.

     (5)     The  Holder  further understands that at the time it wishes to sell
this  Warrant and the Warrant Shares there may be no public market upon which to
make  such  a  sale,  and  that,  even  if such a public market then exists, the
Company  may  not  be  satisfying the current public information requirements of
Rule  144  and  144A,  and that, in such event, the Holder may be precluded from
selling  this Warrant and the Warrant Shares under Rule 144 and 144A even if the
one  (1)-year  minimum  holding  period  had  been  satisfied.

                                      -11-
<PAGE>

     (6)     The  Holder  further  understands  that  in  the  event  all of the
requirements  of  Rule  144  and  144A are not satisfied, registration under the
Securities  Act,  compliance  with  Regulation  A,  or  some  other registration
exemption will be required; and that, notwithstanding the fact that Rule 144 and
144A  is  not  exclusive,  the  Staff  of the SEC has expressed its opinion that
persons  proposing  to  sell  private  placement  securities  other  than  in  a
registered offering and otherwise than pursuant to Rule 144 and 144A will have a
substantial  burden of proof in establishing that an exemption from registration
is  available  for  such  offers  or  sales,  and  that  such  persons and their
respective brokers who participate in such transactions do so at their own risk.

     b.     Exchange.  This  Warrant  may  be  exchanged, without payment of any
            --------
service  charge,  for one (1) or more new Warrants of like tenor exercisable for
the  same  aggregate  number  of  shares  of  Common Stock upon surrender to the
Company  by the registered Holder hereof in person or by legal representative or
by  attorney duly authorized in writing and, upon issuance of the new Warrant or
Warrants,  the  surrendered  Warrant  shall  be cancelled and disposed of by the
Company.

     c.     Disposition  of  Warrant  or  Warrant  Shares.  With  respect to any
            ---------------------------------------------
offer, sale or other disposition of this Warrant, or any Warrant Shares acquired
pursuant  to  the exercise of this Warrant prior to registration of such Warrant
or  Warrant Shares, the Holder hereof and each subsequent Holder of this Warrant
agrees  to  give written notice to the Company prior thereto, describing briefly
the manner thereof, together with a written opinion of such Holder's counsel, if
reasonably  requested  by  the  Company,  to the effect that such offer, sale or
other  disposition  may be effected without registration or qualification (under
the Securities Act as then in effect or any federal or state law then in effect)
of  this  Warrant or such Warrant Shares and indicating whether or not under the
Securities  Act  certificates for this Warrant or such Warrant Shares to be sold
or  otherwise  disposed  of  require  any  restrictive  legend  as to applicable
restrictions  on  transferability  in order to ensure compliance with applicable
law.  Promptly  upon  receiving  such written notice and reasonably satisfactory
opinion,  if so requested, the Company, as promptly as practicable, shall notify
such  Holder  that  such Holder may sell or otherwise dispose of this Warrant or
such Warrant Shares, all in accordance with the terms of the notice delivered to
the  Company.  If  a  determination  has been made pursuant to this Section 8(c)
                                                                    ------------
that the opinion of counsel for the Holder is not reasonably satisfactory to the
Company,  the  Company  shall  so  notify  the  Holder  promptly  after  such
determination  has  been  made and neither this Warrant nor any Warrant shall be
sold  or  otherwise  disposed of until such disagreement has been resolved.  The
foregoing  notwithstanding,  this  Warrant  or such Warrant Shares may (i) as to
such  federal laws, be offered, sold or otherwise disposed of in accordance with
Rule 144 and 144A under the Securities Act, provided that the Company shall have
been  furnished  with  such information as the Company may reasonably request to
provide  a  reasonable  assurance  that the provisions of Rule 144 and 144A have
been  satisfied  and (ii) be offered, sold, distributed or otherwise transferred
to  Affiliates  of  the Holder without regard to this Section 8, but only if the
                                                      ----------
Company  is in receipt of an opinion of counsel as to the permissibility of such
transfer  under federal and state securities laws and an investor representation
letter from the transferee, in form and substance reasonably satisfactory to the
Company .  Each certificate representing this Warrant or the Warrant Shares thus
transferred  (except  a transfer pursuant to Rule 144) shall bear a legend as to
the  applicable  restrictions  on  transferability in order to ensure compliance
with  such laws, unless in the aforesaid opinion of counsel for the Holder, such
legend  is  not  required  in  order  to  ensure compliance with such laws.  The
Company may issue stop transfer instructions to its transfer agent or, if acting
as its own transfer agent, the Company may stop transfer on its corporate books,
in connection with such restrictions.  As used herein, "AFFILIATE OF THE HOLDER"
shall  mean (x) any owner, shareholder, partner or member of the Holder, and (y)
any  other  Person  that  directly  or  indirectly,  through  one  or  more
intermediaries, Controls or is Controlled by or is under common Control with the
Holder.

                                      -12-
<PAGE>

     9.     Rights  as Stockholders; Information.  Except as otherwise set forth
            ------------------------------------
in  Section  6  above,  no holder of this Warrant, as such, shall be entitled to
    -------  -
vote  or  be  deemed  the  Holder of Common Stock or any other securities of the
Company  which  may  at  any  time  be  issuable  on the exercise hereof for any
purpose,  nor  shall  anything  contained herein be construed to confer upon the
Holder  of  this  Warrant,  as  such,  any of the rights of a stockholder of the
Company  or  any  right  to  vote  for the election of the directors or upon any
matter submitted to stockholders at any meeting thereof, or to receive notice of
meetings,  until  this  Warrant shall have been exercised and the Warrant Shares
purchasable  upon the exercise hereof shall have become deliverable, as provided
herein.  The  foregoing notwithstanding, the Company will transmit to the Holder
of  this  Warrant  such  information,  documents  and  reports  as are generally
distributed  to  the  holders  of  any  class or series of the securities of the
Company  concurrently  with  the  distribution  thereof  to  the  stockholders.

11.     Additional  Rights.
        ------------------

     11.1     Mergers.  In  the  event  that the Company undertakes to (i) sell,
              -------
lease,  exchange, convey or otherwise dispose of all or substantially all of its
property  or  business,  or  (ii)  merge  into  or  consolidate  with  any other
corporation  (other  than  a wholly-owned Subsidiary), or effect any transaction
(including  a merger or other reorganization) or series of related transactions,
in  which  more  than  fifty percent (50%) of the voting power of the Company is
disposed  of,  the  Company will use its best efforts to provide at least thirty
(30)  days  notice of the terms and conditions of the proposed transaction.  The
Company shall cooperate with the Holder in consummating the sale of this Warrant
in  connection  with  any  such  transaction.

     11.2     Right  to  Convert  Warrant  into  Common  Stock;  Net  Issuance.
              ----------------------------------------------------------------

     a.     Right to Convert.  In addition to and without limiting the rights of
            ----------------
the  Holder  under the terms of this Warrant, the Holder shall have the right to
convert this Warrant or any portion thereof (the "CONVERSION RIGHT") into shares
of  Common  Stock  as  provided in this Section 11.2 at any time or from time to
                                        ------------
time  during  the  term  of this Warrant.  Upon exercise of the Conversion Right
with  respect  to  a  particular  number  of shares subject to this Warrant (the
"CONVERTED  WARRANT  SHARES"),  the Company shall deliver to the Holder (without
payment  by the Holder of any exercise price or any cash or other consideration)
that  number of shares of fully paid and nonassessable Common Stock equal to the
quotient  obtained  by  dividing (i) the value of this Warrant (or the specified
portion  hereof)  on  the  Conversion Date (as defined in Section 11(b) hereof),
                                                          -------------
which  value  shall  be  equal  to  (A)  the  aggregate fair market value of the
Converted  Warrant  Shares  issuable  upon  exercise  of  this  Warrant  (or the
specified  portion hereof) on the Conversion Date less (B) the aggregate Warrant
Price  of  the Converted Warrant Shares immediately prior to the exercise of the
Conversion  Right by (ii) the fair market value of one (1) share of Common Stock
on the Conversion Date.  No fractional shares shall be issuable upon exercise of
the  Conversion  Right,  and, if the number of shares to be issued determined in
accordance  with the foregoing formula is other than a whole number, the Company
shall  pay to the Holder an amount in cash equal to the fair market value of the
resulting  fractional  share  on  the  Conversion  Date.

                                      -13-
<PAGE>

     b.     Method  of  Exercise.  The  Conversion Right may be exercised by the
            --------------------
Holder  by  the surrender of this Warrant at the principal office of the Company
together  with a written statement specifying that the Holder thereby intends to
exercise  the  Conversion  Right  and indicating the number of shares subject to
this Warrant which are being surrendered (referred to in Section 11(a) hereof as
                                                         -------------
the  Converted  Warrant  Shares)  in  exercise  of  the  Conversion Right.  Such
conversion  shall  be  effective  upon  receipt  by  the Company of this Warrant
together  with  the  aforesaid  written  statement,  or on such later date as is
specified therein (the "CONVERSION DATE").  Certificates for the shares issuable
upon  exercise  of  the  Conversion  Right  and,  if  applicable,  a new warrant
evidencing the balance of the shares remaining subject to this Warrant, shall be
issued  as  of  the  Conversion Date and shall be delivered to the Holder within
thirty  (30)  days  following  the  Conversion  Date.

     c.     Determination  of  Fair  Market Value.  For purposes of this Section
            -------------------------------------                        -------
11.2,  "fair market value" of a share of Common Stock shall have the meaning set
----
forth  in  Section  4(j) above,  provided however, if the shares of Common Stock
           -------------        ------------------
are  traded,  then "fair market value" shall be determined by the closing price,
the  last  sales  price  or  the  average  of the closing bid and ask prices, as
applicable,  on  the  date  of  exercise.

     12.     Representations  and  Warranties.  The  Company  represents  and
             --------------------------------
warrants  to  the  Holder  of  this  Warrant  as  follows:

     a.     The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Florida, and has all required power
and  authority  to  own  and  operate its properties and assets, to carry on its
business  as  now conducted and proposed to be conducted, to issue this Warrant,
and  to  carry  out  the  transactions  contemplated  hereby  and  thereby.

     b.     The  Company  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.     Intentionally  Omitted.

     d.     This  Warrant  has  been duly authorized and executed by the Company
and  is  a valid and binding obligation of the Company enforceable in accordance
with  its  terms, subject to laws of general application relating to bankruptcy,
insolvency  and  the  relief  of  debtors  and the rules of law or principles at
equity  governing  specific  performance,  injunctive relief and other equitable
remedies;

                                      -14-
<PAGE>

     e.     The  Warrant  Shares  have  been  duly  authorized  and reserved for
issuance  by  the  Company and, when issued in accordance with the terms hereof,
will  be  validly  issued,  fully  paid  and  nonassessable;

     f.     The  rights,  preferences, privileges and restrictions granted to or
imposed  upon  the  Common Stock and the holders thereof are as set forth in the
certificate of incorporation of the Company, as amended to the Date of Grant (as
so amended, the "CHARTER"), a true and complete copy of which has been delivered
to  the  original  holder  of  this  Warrant;

     g.     The execution and delivery of this Warrant are not, and the issuance
of the Warrant Shares upon exercise of this Warrant in accordance with the terms
hereof  will not be, inconsistent with the Charter or by-laws of the Company, do
not  and  will not contravene, in any material respect, any governmental rule or
regulation, judgment or order applicable to the Company, and do not and will not
conflict with or contravene any provision of, or constitute a default under, any
indenture,  mortgage,  contract  or  other  instrument of which the Company is a
party  or by which it is bound or require the consent or approval of, the giving
of  notice  to,  the  registration or filing with or the taking of any action in
respect  of or by, any Federal, state or local government authority or agency or
other  person,  except  for  the filing of notices pursuant to federal and state
securities  laws,  which  filings will be effected by the time required thereby;

     h.     There  are  no actions, suits, audits, investigations or proceedings
pending  or,  to the knowledge of the Company, threatened against the Company in
any  court  or  before any governmental commission, board or authority which, if
adversely  determined, will have a material adverse effect on the ability of the
Company  to  perform  its  obligations  under  this  Warrant;

     i.     The  authorized capital stock of the Company, and the number of such
shares  issued and outstanding, are set forth in the schedules to the Securities
Purchase Agreement immediately prior to the Date of Grant.  All such outstanding
shares have been validly issued and are fully paid, nonassessable shares free of
preemptive  rights;

     j.     Except  as  set  forth  in  the  schedules  to  the  Stock  Purchase
Agreement,  there  are  no  subscriptions,  rights,  options, warrants, or calls
relating  to  any  shares of the Company's capital stock, including any right of
conversion  or  exchange under any outstanding security or other instrument; and

     k.     The  Company  is  not  subject  to  any  obligation  (contingent  or
otherwise)  to  repurchase  or  otherwise  acquire  or  retire any shares of its
capital  stock  or  any security convertible into or exchangeable for any of its
capital  stock.

     13.     Modification and Waiver.  This Warrant and any provision hereof may
             -----------------------
be  changed,  waived,  discharged or terminated only by an instrument in writing
signed  by  the  party  against  which  enforcement  of  the  same  is  sought.

                                      -15-
<PAGE>

     14.     Notices.  Unless  otherwise  specifically  provided  herein,  all
             -------
communications  under  this  Warrant  shall be in writing and shall be deemed to
have  been  duly  given  (i)  on the date of service if served personally on the
party  to whom notice is to be given, (ii) on the day of transmission if sent by
facsimile  transmission  to  the  number  shown on the books of the Company, and
telephonic  confirmation  of  receipt  is  obtained promptly after completion of
transmission,  (iii)  on  the  day  after delivery to Federal Express or similar
overnight  courier,  or  (iv)  on  the fifth day after mailing, if mailed to the
party  to  whom  notice  is  to  be  given,  by  first class mail, registered or
certified, postage prepaid, and properly addressed, return receipt requested, to
each  such  holder at its address as shown on the books of the Company or to the
Company at the address indicated therefor on the signature page of this Warrant.
Any  party  hereto  may  change  its  address for purposes of this Section 15 by
                                                                   ----------
giving the other party written notice of the new address in the manner set forth
herein.

     15.     Binding  Effect  on Successors.  This Warrant shall be binding upon
             ------------------------------
any  corporation  succeeding the Company by merger, consolidation or acquisition
of  all or substantially all of the Company's assets, and all of the obligations
of  the  Company  relating  to  the  Common  Stock issuable upon the exercise or
conversion  of  this  Warrant  shall  survive  the  exercise,  conversion  and
termination  of  this  Warrant  and  all  of the covenants and agreements of the
Company  shall  inure to the benefit of the successors and assigns of the Holder
hereof.  The  Company  will,  at  the time of the exercise or conversion of this
Warrant,  in  whole  or  in  part,  upon request of the Holder hereof but at the
Company's  expense,  acknowledge  in  writing  its  continuing obligation to the
Holder hereof in respect of any rights to which the Holder hereof shall continue
to  be  entitled  after  such  exercise  or  conversion  in accordance with this
Warrant;  provided,  that  the  failure  of  the  Holder hereof to make any such
          --------
request  shall not affect the continuing obligation of the Company to the Holder
hereof  in  respect  of  such  rights.

     16.     Lost  Warrants or Stock Certificates.  The Company covenants to the
             ------------------------------------
Holder  hereof  that,  upon  receipt  of evidence reasonably satisfactory to the
Company  of  the  loss,  theft, destruction or mutilation of this Warrant or any
stock  certificate  and,  in  the  case  of any loss, theft or destruction, upon
receipt of an executed lost securities bond or indemnity reasonably satisfactory
to  the  Company,  or  in  the  case  of  any such mutilation upon surrender and
cancellation  of  such  Warrant  or stock certificate, the Company will make and
deliver  a new Warrant or stock certificate, of like tenor, in lieu of the lost,
stolen,  destroyed  or  mutilated  Warrant  or  stock  certificate.

     17.     Descriptive  Headings.  The  descriptive  headings  of  the several
             ---------------------
paragraphs  of  this  Warrant  are  inserted  for  convenience  only  and do not
constitute  a  part  of  this  Warrant.

     18.     Governing  Law.  This  Warrant  shall  be construed and enforced in
             --------------
accordance with, and the rights of the parties shall be governed by, the laws of
the  State  of  Florida.

     19.     Survival  of  Representations,  Warranties  and  Agreements.  All
             -----------------------------------------------------------
representations  and  warranties  of the Company and the Holder hereof contained
herein  shall  survive  the  Date  of  Grant, the exercise or conversion of this
Warrant  (or  any  part  hereof)  and  the  termination  or expiration of rights
hereunder and shall terminate three years after the date of this Agreement.  All
agreements  of  the Company and the Holder hereof contained herein shall survive
indefinitely  until,  by  their  respective terms, they are no longer operative.

                                      -16-
<PAGE>

     20.     Remedies.  In  case  any  one  (1)  or  more  of  the covenants and
             --------
agreements  contained  in  this  Warrant  shall  have been breached, the holders
hereof  (in the case of a breach by the Company), or the Company (in the case of
a  breach  by  a holder), may proceed to protect and enforce their or its rights
either by suit in equity and/or by action at law, including, but not limited to,
an  action  for  damages  as  a  result  of any such breach and/or an action for
specific  performance  of  any  such  covenant  or  agreement  contained in this
Warrant.

     21.     Acceptance.  Receipt  of  this  Warrant  by the Holder hereof shall
             ----------
constitute  acceptance  of  and agreement to the foregoing terms and conditions.

     22.     No Impairment of Rights.  The Company will not, by amendment of its
             -----------------------
Charter  or  through  any  other means, avoid or seek to avoid the observance or
performance  of  any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such
action  as may be necessary or appropriate in order to protect the rights of the
Holder  of  this  Warrant  against  impairment.

     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed on
its  behalf  by  one  of  its  officers  thereunto  duly  authorized.


                                       TAYLOR MADISON CORP.

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

Dated:  May  6,  2005.

NOTICE TO FLORIDA RESIDENTS:
----------------------------------------------
     WHERE  SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING CERTAIN
INSTITUTIONAL  PURCHASERS  DESCRIBED  IN  SECTION  517.061(7)  OF  THE  FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT) (THE "ACT"), ANY SUCH SALE MADE PURSUANT
TO  SECTION  517.061(11)  OF  THE  ACT SHALL BE VOIDABLE BY THE PURCHASER EITHER
WITHIN  THREE  DAYS  AFTER  THE  FIRST  TENDER  OF CONSIDERATION IS MADE BY SUCH
PURCHASER TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN
THREE  DAYS  AFTER  THE  AVAILABILITY  OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER,  WHICHEVER  OCCURS  LATER.

                                      -17-
<PAGE>

                                    EXHIBIT A
                               NOTICE OF EXERCISE

To:     TAYLOR  MADISON  CORP.

1.     The  undersigned hereby elects to purchase      shares of Common Stock of
                                                  -----
Taylor  Madison Corp. pursuant to the terms of the attached Warrant, and tenders
herewith  payment  of  the  purchase  price  of  such  shares  in  full.

2.     Please  issue  a  certificate or certificates representing said shares in
the  name  of  the  undersigned  or in such other name or names as are specified
below:

                      ------------------------------------
                                     (Name)

                      ------------------------------------

                      ------------------------------------
                                    (Address)

3.     The  undersigned  represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no  present  intention  of  distributing  or  reselling such shares.  In support
thereof,  the  undersigned  has  executed an Investment Representation Statement
attached  hereto  as  Schedule  1.

                                    ------------------------------------
                                    (Signature)

------------------
      (Date)


                                      -18-
<PAGE>