CONVERSION OF DEBT TO EQUITY AGREEMENT

     This  Conversion  of  Debt  to  Equity  Agreement  dated November    , 2004
                                                                      ---
("Agreement")  is  by  and  between  Taylor Madison Corp., a Florida corporation
("TMDN"),  and  Lucien Lallouz, an individual ("Lallouz"), Michael B. Wellikoff,
an  individual  ("Wellikoff"),  and  Omniscent  Corp.,  a  Florida  Corporation
("Omniscent").

                              W I T N E S S E T H:

     WHEREAS,  Lallouz,  Wellikoff  and Omniscent have loaned money to TMDN from
time  to  time.

     WHEREAS,  TMDN has an aggregate of $246,700 of indebtedness that it owes to
Lallouz,  $120,000  of  indebtedness  that  it owes to Wellikoff and $262,658 of
indebtedness that it owes to Omniscent (collectively the "Debt"), as a result of
such  loans;

     WHEREAS,  TMDN  desires to satisfy the Debt by issuing shares of its common
stock,  $.001  par  value  per  share ("Common Stock") to Lallouz, Wellikoff and
Omniscent;  and

     WHEREAS,  Lallouz,  Wellikoff and Omniscent desire to receive TMDN's Common
Stock  in  exchange  for,  and  in  full  satisfaction  of,  the  Debt;  and

     WHEREAS,  TMDN,  Lallouz,  Wellikoff  and  Omniscent desire to set forth in
writing the terms and conditions of their agreement and understanding concerning
satisfaction  of  the  Debt;

     NOW,  THEREFORE, in consideration of the premises and the mutual covenants,
agreements,  and  considerations  herein  contained, the parties hereto agree as
follows:

     1.   Conversion  of  Debt  to  Equity.

          a)   TMDN  hereby  agrees  to issue 7,150,000 restricted shares of its
               Common Stock to Lallouz as consideration and full satisfaction of
               the  debt  of  $246,700  owed  to  Lallouz, the adequacy of which
               Lallouz  hereby  acknowledges  and  accepts.

          b)   TMDN  hereby  agrees  to issue 3,478,000 restricted shares of its
               Common  Stock to Wellikoff as consideration and full satisfaction
               of  $120,000  owed  to Wellikoff, the adequacy of which Wellikoff
               hereby  acknowledges  and  accepts.

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          c)   TMDN  hereby  agrees  to issue 7,613,000 restricted shares of its
               Common  Stock to Omniscent as consideration and full satisfaction
               of  $262,658  owed  to Omniscent, the adequacy of which Omniscent
               hereby  acknowledges  and  accepts.

     2.   Mutual  Representations,  Covenants  and  Warranties.

          (a)  The  parties have all requisite power and authority, corporate or
               otherwise,  to  execute  and  deliver  this  Agreement  and  to
               consummate  the transactions contemplated hereby and thereby. The
               parties  have  duly  and  validly  executed  and  delivered  this
               Agreement  and  will,  on  or  prior  to  the consummation of the
               transactions  contemplated  herein, execute, such other documents
               as may be required hereunder and, assuming the due authorization,
               execution  and  delivery  of this Agreement by the parties hereto
               and  thereto,  this  Agreement  constitutes, the legal, valid and
               binding  obligation of the parties enforceable against each party
               in  accordance  with its terms, except as such enforcement may be
               limited  by  applicable  bankruptcy,  insolvency, reorganization,
               moratorium  or similar laws affecting creditors' rights generally
               and  general  equitable  principles.

          (b)  The  execution  and delivery by the parties of this Agreement and
               the  consummation  of  the  transactions  contemplated hereby and
               thereby do not and shall not, by the lapse of time, the giving of
               notice  or  otherwise:  (a) constitute a violation of any law; or
               (b)  constitute  a breach or violation of any provision contained
               in  the  Articles  of  Incorporation  or  Bylaws,  or  such other
               document(s)  regarding  organization  and/or  management  of  the
               parties,  if  applicable;  or  (c)  constitute  a  breach  of any
               provision  contained  in,  or  a  default under, any governmental
               approval,  any writ, injunction, order, judgment or decree of any
               governmental  authority or any contract to which TMDN, Wellikoff,
               Omniscent,  or  Lallouz  is  a party or by which TMDN, Wellikoff,
               Omniscent  or  Lallouz  is  bound  or  affected.

     3.   Tradability  of  Shares. The shares of the Common Stock of the TMDN to
          be  issued  to  Lallouz,  Wellikoff,  and  Omniscent  have  not  been
          registered  under  the  1933  Act,  nor  registered  under  any  state
          securities  law,  and  are  "restricted  securities"  as  that term is
          defined  in  Rule  144  under  the 1933 Act. The securities may not be
          offered  for sale, sold or otherwise transferred except pursuant to an
          effective registration statement under the 1933 Act, or pursuant to an
          exemption  from  registration  under  the  1933  Act. The shares to be
          issued  to  Lallouz,  Wellikoff and Omniscent will bear an appropriate
          restrictive  legend  to  this  effect.

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     4.   Miscellaneous.

          (a)  Assignment.  All  of the terms, provisions and conditions of this
               Agreement shall be binding upon and shall inure to the benefit of
               and  be  enforceable  by  the parties hereto and their respective
               successors  and  permitted  assigns.

          (b)  Applicable  Law.  This Agreement shall be construed in accordance
               with  and governed by the laws of the State of Florida, excluding
               any  provision  which  would  require  the use of the laws of any
               other  jurisdiction.

          (c)  Entire  Agreement,  Amendments  and  Waivers.  This  Agreement
               constitutes  the  entire  agreement  of  the  parties  hereto and
               expressly supersedes all prior and contemporaneous understandings
               and  commitments,  whether  written  or oral, with respect to the
               subject  matter  hereof. No variations, modifications, changes or
               extensions  of  this Agreement or any other terms hereof shall be
               binding upon any party hereto unless set forth in a document duly
               executed  by  such  party  or  an authorized agent or such party.

          (d)  Faxed  Copies.  For purposes of this Agreement, a faxed signature
               will  constitute  an  original  signature.

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

TAYLOR  MADISON  CORP.                    LUCIEN  LALLOUZ
/s/ Timothy Hart                          /s/ Lucien Lallouz
--------------------------------          -----------------------------------
Timothy  Hart
Chief  Financial  Officer
                                          Michael  B.  Wellikoff
                                          /s/ Michael B. Wellikoff
                                          -----------------------------------

                                          Omniscent  Corp.

                                          By: /s/ Sharon Lallouz
                                             --------------------------------

                                          Its: President
                                             --------------------------------

                                          Printed  Name: /s/ Sharon Lallouz
                                                        ---------------------

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