ASSIGNMENT OF GUND, INC. AGREEMENT

THIS AGREEMENT (the "Agreement"), is dated as of November 1, 2004 by and between
Taylor  Madison  Corp.,  a  Florida  Corporation  (the  "Company" or "TMDN") and
Omniscent  Corp.,  a  Florida  Corporation  ("Omni").

     WHEREAS,  TMDN  has entered into a licensing agreement (the "License") with
Gund,  Inc.  ("Gund")  to  develop  and market a Baby Gund line of personal care
products.

     WHEREAS,  TMDN  wishes  to  divest  itself  of  the  license.

     WHEREAS,  Omni  wishes  to  assume  the  license  from TMDN in exchange for
forgiveness  of  the  Advance,  in connection with the debt conversion agreement
between  Omni  and  TMDN;

NOW,  THEREFORE,  in  consideration  of  the  mutual covenants, representations,
warranties  and agreements herein contained, the parties hereto agree as follows

FOR  GOOD  AND  VALUABLE  CONSIDERATION,  Omni  agrees  to  assume  the License.

Omni  hereby  warrants  that  it  has received a copy of the License, that it is
aware of all the terms and conditions therein, and that it agrees to assume said
license  and  hold  harmless  TMDN  of  any  claims.

Omni  hereby  assumes  and  agrees to perform all of the remaining and executory
obligations  of  TMDN  under the License with Gund, including the payment of the
royalties  on the net sales of the brand as prescribed in the license agreement.

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DISPUTE  RESOLUTION
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Arbitration.  Any  controversy  or  claim  arising  out  of  or relating to this
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Agreement,  or  any  breach  thereof,  having  not  been  cured  within the time
prescribed  herein , arising out of or relating to the relationship between TMDN
(including  any  of  its parents, subsidiaries, officers, employees, affiliates,
agents,  and  representatives,  and  the  officers  and  employees  of  all such
entitles)  and  Omni  (including  any  of  its  parents, subsidiaries, officers,
employees,  agents  or  affiliates,  and  the officers and employees of all such
entities)  including,  without  limitation,  any  claim  that  any terms in this
Agreement  are  unenforceable  or  otherwise  avoidable,  shall  be submitted to
binding  arbitration and shall be determined in accordance with the rules of the
American  Arbitration  Association.  Such  Arbitration  shall  be  conducted  in
English before a sole arbitrator who shall be a United States national, selected
in  accordance with said rules.  The Arbitration, including the rendering of the
award  shall  take  place in Florida.  The conflict of law rules of the State of
Florida  shall  be applicable.  Judgment upon the award of the Arbitrator may be
entered  in any court having jurisdiction thereon.  The parties acknowledge that
this  Agreement  and  any award rendered pursuant to it shall be governed by the
1958  United  Nations  Convention  on the Recognition and Enforcement of Foreign
Arbitration  Awards.  This  clause  shall  not,  however,  limit TMDN's right to
institute  or  join in any petition or action before a federal bankruptcy court,
as  may be necessary in TMDN's sole subjective judgment, to seek to receive from
Omni  payments  due  under  this  Agreement.  Furthermore, this clause shall not
limit  Omni's  or  TMDN's  right  to  obtain  any provisional remedy, including,
without  limitations,  injunctive  relief,  writs  for recovery of possession or
similar relief, from any court of competent jurisdiction, as may be necessary in
TMDN's  sole  subjective  judgment,  to  protect its trademark or other property
rights including liens and security interests.  The existence and outcome of any
arbitration  proceedings  shall  be  kept  confidential  except  to  the  extent
necessary  to obtain judgment on or enforce any arbitration award.  Either party
may invoke this paragraph after providing thirty (30) days written notice to the
other  party.  All  costs  of  arbitration  shall be divided equally between the
parties.  Any  award  may  be  enforced  by  a  court  of  law.

          (a)     Entitlement  to  Costs.  If any legal action or dispute arises
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under  this  Agreement, arises by reason of any asserted breach of it, or arises
between  the  parties  and  is  related  in any way to the subject matter of the
Agreement,  the  prevailing  party  shall  be  entitled to recover all costs and
expenses,  including reasonable attorneys' fees, investigative costs, reasonable
accounting  fees  and  charges for experts.  The "prevailing party" shall be the
party  who obtains a final judgment in its favor or a provisional remedy such as
a  preliminary  injunction or who is entitled to recover its reasonable costs of
suit,  whether  or not the suit proceeds to final judgment; if there is no court
action,  the  prevailing party shall be the party who wins any dispute.  A party
need not be awarded money damages or all relief sought in order to be considered
the  "prevailing  party"  by  a  court.

          (b)     Governing  Law.  All  questions concerning this Agreement, the
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rights  and  obligations  of  the  parties,  enforcement  and  validity, effect,
interpretation  and  construction  which  are  governed  by  state  law shall be
determined  under  the  laws  of  the State of Florida United States federal law
shall  apply  to  all  other  issues.

This agreement shall be binding upon and inure to the benefit of the parties,
their successors and assigns.

Taylor Madison Corp.                        Omniscent Corp.
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By: /s/ Michael B. Wellikoff                By: /s/ Sharon Lallouz
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Its: Chairman                               Its: President

Printed Name: Michael B. Wellikoff          Printed Name: Sharon Lallouz

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