Exhibit 3.01



                            ARTICLES OF INCORPORATION

                                       OF

                               NIMBUS GROUP, INC.

     The  undersigned  incorporator,  for  the  purpose of forming a corporation
under  the  Florida  Business  Corporation  Act  (the  "FBCA"), hereby adopt the
following  Articles  of  Incorporation:

                                    ARTICLE 1
                                    ---------

                                      NAME
                                      ----

     The  name  of  the  corporation  (the "Corporation") is: NIMBUS GROUP, INC.

                                    ARTICLE2
                                    --------

                                     PURPOSE
                                     -------

     The  general  purpose for which the corporation is organized is to transact
any  or all lawful business permitted under the FBCA and the laws of Florida and
the  United  States  of  America.

                                   ARTICLE 3,
                                   ----------
                       PRINCIPAL OFFICE; REGISTERED OFFICE
                       -----------------------------------

     The  address  of  the  principal  office of the Corporation and the mailing
address of the Corporation is 5555 Anglers Avenue, Suite 16, Fort Lauderdale, FL
33312.  The  address  of the registered office is 5555 Anglers Avenue, Suite 16,
Fort  Lauderdale,  FL  33312.

                                    ARTICLE 4
                                    ---------
                                  CAPITAL STOCK
                                  -------------

     The total number of shares of stock the Corporation shall have authority to
issue  is  (i)  50,000,000  shares  of  Common  Stock, $.001 par value per share
("Common  Stock"),  and  (ii)  10,000,0000  shares of Preferred Stock, $.001 par
value  per  share  ("Preferred  Stock").

     The following is a statement of the designations and the powers, privileges
and  rights,  and  the qualifications, limitations or restrictions in respect of
each  class  of  capital  stock  of  the  Corporation.

     A.   Common  Stock
          -------------

     1.   General.  The  voting,  dividend  and  liquidation  rights  of  the
          -------
          holders of the Common Stock are subject to and qualified by the rights
          of  the  holders  of  the  Preferred  Stock  of  any  series as may be
          designated  by  the  Board  of  Directors  upon  any  issuance  of the
          Preferred Stock of any series.

     2.   Voting.  The  holders  of  Common  Stock  are entitled to one vote for
          ------
          each  share  held at all meetings of shareholders (and written actions
          in lieu of meetings). There shall be no cumulative voting.

     3.   Dividends.  Dividends  shall  be  declared  and  paid  on  the  Common
          ---------
          Stock from funds lawfully available therefor as and when determined by
          the Board of Directors and subject to any preferential dividend rights
          of any then outstanding Preferred Stock.

     4.   Liquidation.  Upon  the  dissolution  or  liquidation  of  the
          -----------
          Corporation,  whether  voluntary  or involuntary, all of the assets of
          the  Corporation  available for distribution to its shareholders shall
          be  distributed  ratably  among the holders of the Preferred Stock, if
          any,  and Common Stock, subject to any preferential rights of any then
          outstanding Preferred Stock.

<PAGE>

     B.   Preferred  Stock
          ----------------

     Preferred Stock may be issued from time to time in one or more series, each
of  such  series  to have such terms as stated or expressed in this Section B of
Article  4  and/or  in  the resolution or resolutions providing for the issue of
such  series adopted by the Board of Directors of the Corporation as hereinafter
provided.  Any  shares  of  Preferred  Stock which may be redeemed, purchased or
acquired by the Corporation may be reissued except as otherwise provided by law.
Different  series  of  Preferred  Stock  shall  not  be  construed to constitute
different  classes  of  shares  for  the  purposes  of  voting by classes unless
expressly  provided.

     Authority  is hereby granted to the Board of Directors from time to time to
issue  the  Preferred  Stock  in  one or more series, and in connection with the
creation  of  any  such  series,  by resolution or resolutions providing for the
issuance of the shares thereof, to determine and fix such voting powers, full or
limited,  or  no  voting  powers, and such designations, preferences, powers and
relative  participating,  optional  or  other special rights and qualifications,
limitations,  or  restrictions  thereof  including,  without limitation dividend
rights, conversion rights, redemption privileges and liquidation preferences, as
shall  be  stated  and  expressed  in  such votes, all to the full extent now or
hereafter  permitted  by  the  FBCA.  Without  limiting  the  generality  of the
foregoing,  the  resolutions  providing  for issuance of any series of Preferred
Stock  may  provide  that  such  series  shall be superior or rank equally or be
junior  to  the  Preferred  Stock of any other series to the extent permitted by
law.  Except  as  provided  in  this  Article  4,  no vote of the holders of the
Preferred  Stock  or Common Stock shall be a prerequisite to the issuance of any
shares  of  any  series  of Preferred Stock authorized by and complying with the
conditions  of the Articles of Incorporation, the right to enjoy such vote being
expressly  waived  by all present and future holders of the capital stock of the
Corporation.  The  resolutions providing for issuance of any series of Preferred
Stock may provide that such resolutions may be amended by subsequent resolutions
adopted  in the same manner as the preceding resolutions. Such resolutions shall
be  effective  upon  adoption,  without  the  necessity  of any filing, with the
Secretary  of  State  of  the  State  of  Florida  or  otherwise.

                                    ARTICLE 5
                                    ---------
                               BOARD OF DIRECTORS
                               ------------------

     A.     Number  and  Term of Directors. The Corporation's Board of Directors
            -------------------------------
shall  consist  of  not  less  than three nor more than twelve members, with the
exact  number  to  be  fixed  from  time  to  time in the manner provided in the
Corporation's  bylaws.  No  decrease  in  the number of directors shall have the
effect  of shortening the term of any incumbent director. The Board of Directors
shall  be  divided  into  three classes. The number of directors elected to each
class shall be as nearly equal in number as possible. Each director in the first
class  shall  be  elected to an initial term expiring at the next ensuing annual
meeting  of  shareholders, each director in the second class shall be elected to
an  initial  term  expiring  at the annual meeting of shareholders held one year
thereafter  and  each director in the third class shall be elected to an initial
term expiring at the annual meeting of shareholders held one year thereafter, in
each  case until his or her successor is duly elected and qualified or until his
or  her  earlier  resignation,  death,  incapacity  or  removal from office. The
Corporation  will  use its best efforts to have an uneven number of directors on
the  Corporation's Board after the third class of directors is elected. Upon the
expiration  of the successor directors of each class shall be elected for a full
term  of  three  years,  to  serve  until  their successors are duly elected and
qualified  or until their earlier resignation, death, incapacity or removal from
office.  The  Board of Directors shall apportion any increase or decrease in the
number  of  directors  among  the classes as nearly equal in number as possible.

     B.     Vacancies.  Whenever  any  vacancy  on  the Board of Directors shall
            ----------
occur due to death, resignation, retirement, disqualification, removal, increase
in  the number of directors, or otherwise, a majority of the remaining directors
in  office,  although less than a quorum of the Board of Directors, may fill the

vacancy  for  the  balance  of the unexpired term of the vacant directorship, at
which  time  a successor or successors shall be duly elected by provisions these
articles  and  the  Corporation's  bylaws,  only  the remaining directors of the
Corporation  shall  have  the authority, in accordance with the procedure stated
herein  and  in the Corporation's bylaws, to fill any vacancy that arises on the
Board  of  Directors.

<PAGE>

     C.     Removal.  A  director  may  be  removed  from  office  prior  to the
            -------
expiration  of  his  or  her  term:  (i)  only for cause; and (ii) only upon the
affirmative  vote  of  at  least two-thirds of the outstanding shares of capital
stock  of  the  Corporation  entitled  to  vote  for  the election of directors.

     D.     Amendments.  Notwithstanding anything contained in these Articles of
            -----------
Incorporation  to  the contrary, this Article 5 shall not be altered, amended or
repealed except by an affirmative vote of at least two-thirds of the outstanding
shares  of capital stock of the Corporation entitled to vote for the election of
directors.

                                    ARTICLE 6
                                    ---------
                        LIMITATION ON DIRECTOR LIABILITY
                        --------------------------------

     A director shall not be personally liable to the Corporation or the holders
of  shares of capital stock for monetary damages for breach of fiduciary duty as
a director, except (i) for any breach of the duty of loyalty of such director to
the Corporation or such holders, (ii) for acts or omissions not in good faith or
which  involve intentional misconduct or a knowing violation of law, (iii) under
Section  607.0831  of  the  FBCA,  or  (iv)  for any transaction from which such
director  derives an improper personal benefit. If the FBCA is hereafter amended
to  authorize  the  further or broader elimination or limitation of the personal
liability  of  directors,  then  the  liability of a director of the Corporation
shall  be  eliminated or limited to the fullest extent permitted by the FBCA, as
so  amended.  No repeal or modification of this Article 6 shall adversely affect
any  right  of  or protection afforded to a director of the Corporation existing
immediately  prior  to  such  repeal  or  modification.

                                    ARTICLE 7
                                    ---------
                                 INDEMNIFICATION
                                 ---------------

     The  Corporation  shall indemnify and advance expenses to, and may purchase
and  maintain  insurance on behalf of, its officers and directors to the fullest
extent  permitted  by  law  as  now or hereafter in effect. Without limiting the
generality  of  the  foregoing,  the By-laws may provide for indemnification and
advancement  of  expenses  to  officers, directors, employees and agents on such
terms  and  conditions  as  the  Board  of  Directors may from time to time deem
appropriate  or  advisable.

                                    ARTICLE 8
                                    ---------
                                     BY-LAWS
                                     -------

     Only  an  affirmative  vote  of the holders of a majority of the issued and
outstanding  shares  of  the  Corporation's capital stock entitled to vote shall
have  the  power to adopt, amend or repeal the By-laws of the Corporation or any
part  thereof.

                                    ARTICLE 9
                                    ---------
                                    AMENDMENT
                                    ---------

     These  Articles of Incorporation may be altered, amended or repealed by the
shareholders  of the Corporation in accordance with the applicable provisions of
Florida  law;  provided,  further,  that  Article  5 hereof may only be altered,
amended  or  replaced  in  accordance  with  Article  5D  hereof.

                                   ARTICLE 10
                                   ----------
                                  SHAREHOLDERS
                                  ------------

     A.     No Preemptive Rights. Unless otherwise provided by resolution of the
            ---------------------
Board  of  Directors  of Directors of the Corporation, no shareholder shall have
preemptive  rights  to  acquire  securities  of  the  Corporation.

     B.     Quorum;  Vote  Required. The presence, in person or by proxy, of the
            ------------------------
holders  of  one-third  (1/3)  of the shares entitled to vote shall constitute a
quorum.  The approval of the holders of a majority of the issued and outstanding
shares  entitled  to  vote  shall  be  required  for  any  action  by  or of the
shareholders.

<PAGE>

     IN  WITNESS  WHEREOF,  the  undersigned  has  executed  these  Articles  of
Incorporation  on  September     2001.

                                               NIMBUS  GROUP,  INC.

                                               By: /s/ Albert Friedman
                                                   --------------------
                                                   Albert Friedman, Incorporator
ACKNOWLEDGMENT:

Having been named to accept service of process for the above-stated corporation,
at  the place designated in this certificate, I hereby accept the appointment as
registered  agent  and  agree to act in this capacity. I further agree to comply
with  the  provisions  of  all  statutes  relating  to  the  proper and complete
performance  of  my duties, and I am familiar with and accept the obligations of
my  position  as  registered  agent.

Dated  this         day  of  September,  2001
           --------

                                                   /s/ Albert Friedman
                                                   -------------------
                                                   Albert Friedman

<PAGE>

                              ARTICLES OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                              OF NIMBUS GROUP, INC.

     Pursuant  to  Section 607.1006 of the Business Corporation Act of the State
of  Florida, the undersigned, being the Chief Executive Officer of NIMBUS GROUP,
INC.,  a  corporation organized and existing under and by virtue of the Business
Corporation Act of the State of Florida ("Corporation"), bearing document number
P01000094324,  does  hereby  certify:

     FIRST:  Article  I  of the Corporation's Articles of Incorporation shall be
deleted  in  its  entirety  and  replaced  with  the  following:

                            ARTICLE I CORPORATE NAME
                            -------------------------

     The  name  of  the  Corporation  is:  Taylor  Madison  Corp.

     SECOND: The foregoing amendment was adopted by written consent by the Board
of  Directors  on February 24. 2004, pursuant to Section 607.0821 of the Florida
Business  Corporation  Act.

     An  annual meeting of shareholders of the Corporation was held on March 31,
2004  at  which  time the foregoing amendment was submitted to the Corporation's
shareholders  and adopted by the holders of a majority of the outstanding voting
power  of  the  Corporation pursuant to Section 607.0701 of the Florida Business
Corporation  ML  Therefore,  the  number  of totes cast for the amendment to the
Corporation's  Articles  of  Incorporation  was  sufficient  for  approval.

     IN WITNESS WHEREOF, the undersigned, being the Chief Corporation, has
executed these Articles of Amendment as of March 31, 2004.

                                         /s/ Lucien Lallouz
                                         -----------------------
                                         Lucien Lallouz, Chief Executive Officer

<PAGE>

                            ARTICLES OF AMENDMENT TO
                          ARTICLES OF INCORPORATION OF
                              TAYLOR MADISON CORP.
                           CERTIFICATE OF DESIGNATION,
                             PREFERENCES AND RIGHTS
                                       OF
                            SERIES B PREFERRED STOCK
                      (Pursuant to Section 607.0602 of the
                        Florida Business Corporation Act)


     Taylor  Madison  Corp., a corporation organized and existing under the laws
of  the State of Florida (the "CORPORATION"), hereby certifies that the Board of
Directors of the Corporation (the "BOARD OF DIRECTORS" OF the "BOARD"), pursuant
to  authority  of  the Board of Directors as required by Section 607.0602 of the
Florida  Business  Corporation Act, and in accordance with the provisions of its
Certificate  of  Incorporation and Bylaws, has and hereby authorizes a series of
the  Corporation's  previously  authorized Preferred Stock, par value 50.001 per
share  (the  "PREFERRED STACK"), and hereby states the designation and number of
shares,  and  fixes the rights, preferences, privileges, powers and restrictions
thereof,  as  follows:

                 SERIES B PREFERRED STOCK DESIGNATION AND AMOUNT

     2,300,000  shares  of  the  authorized  and unissued Preferred Stock of the
Corporation  are hereby designated "SERIES B PREFERRED STOCK" with the following
rights,  preferences,  powers,  privileges,  restrictions,  qualifications  and
limitations.

     1.     Voting.
            ------

          a.  On any matter presented to the stockholders of the Corporation for
     their  action  or  consideration  at  any  meeting  of  stockholders of the
     Corporation  (or  by  written  consent of stockholders in lieu of meeting),
     each  holder  of  outstanding  shares  of Series B Preferred Stock shall be
     entitled to cast the number of votes equal to the number of whole shares of
     Common Stock into which the shares of Series B Preferred Stock held by such
     holder  are  convertible as of the record date for determining stockholders
     entitled  to  vote  on  such  matter.  Except  as provided by law or by the
     provisions  of  Section  1(b),  below,  holders of Series B Preferred Stock
                     ------------
     shall  vote together with the holders of Common Stock, and with the holders
     of  any  other  series  of  Preferred  Stock the terms of which so provide,
     together as a single class.

          b.  At  any  time  when  shares  of  Series  B  Preferred  Stock  arc
     outstanding,  except  where the vote or written consent of the holders of a
     greater  number  of shares of the Corporation is required by law or by this
     Certificate  of  Designation, and in addition to any other vote required by
     law  or  this  Certificate  of  Designation, without the written consent or
     affirmative  vote  of  the  holders  of  a majority of the then-outstanding
     shares  of  Series  B  Preferred  Stock  given  in  writing or by vote at a
     meeting, consenting or voting (as the case may be) as a separate class from
     the  Common  Stock,  the  Corporation  shall  not,  either  directly  or by
     amendment, merger, consolidation or otherwise:

               (i)  increase  the  authorized  number  of  shares  of  Series  B
          Preferred Stock;

               (ii)  alter or change the voting or other powers, preferences, or
          other  rights,  privileges  or  restrictions of the Series B Preferred
          Stock contained herein (by merger, consolidation or otherwise);

               (iii)  make  or  authorize,  or  permit the authorization of, any
          material  change  in  the  nature  or  scope  of  the  business of the
          Corporation; or

               (iv)  cause  or  authorize,  or permit any of its subsidiaries to
          authorize  or  take any of the foregoing actions. For purposes of this
          Section l(b)(iv), "subsidiary" means any entity of which securities or
          ---------------
          ownership  interests  having  voting  power to elect a majority of the
          board  of  directors  or other persons performing similar functions or
          otherwise  granting  the  holder  Control  are  directly or indirectly
          beneficially  owned  by  the  Corporation.  For  purposes  of  this

<PAGE>

          Certificate  of  Designation, "CONTROL" means the possession, directly
          or indirectly, of power to direct or cause the direction of management
          or  policies  (whether  through  ownership  of  voting  securities, by
          agreement or otherwise).

     2.     Dividends.
            ----------

          a.  Amount.  From  and after the date of the issuance of any shares of
     Series  B  Preferred  Stock,  each holder of Series B Preferred Stock shall
     receive, in the case of a dividend ' on Common Stock or any class or series
     that  is convertible into Common Stock, that dividend per share of Series B
     Preferred  Stock  as would equal the product of (1) the dividend payable on
     each  share  of  such  class or series determined, if applicable, as if all
     such  shares  of  such class or series had been converted into Common Stock
     and  all Series B Preferred Stock had been converted into Common Stock, and
     (2)  the  number  of  shares  of Common Stock issuable upon conversion of a
     share  of  Series  B  Preferred  Stock,  calculated  on the record date for
     determination of holders entitled to receive such dividend.

          b.  Cumulative  Dividends  on  Series  B  Preferred  Stock.  Dividends
              ------------------------------------------------------
     declared  or  paid  for  shares  of  Series  B Preferred Stock shall not be
     cumulative.

     3.     Liquidation,  Dissolution,  or  Winding-Up,  Certain  Mergers,
            --------------------------------------------------------------
            Consolidations  and  Asset  Sales.
            ---------------------------------

          a.  Payments  to  Holders of Series $ Preferred Stock. In the event of
              -------------------------------------------------
     any  voluntary or involuntary liquidation, dissolution or winding-up of the
     Corporation,  the  holders  of  shares  of  Series  B  Preferred Stock then
     outstanding  shall  be  entitled to be paid out of the assets available for
     distribution  to  its stockholders an amount equal to such amount per share
     as  would  have been payable had each such share been converted into Common
     Stock  pursuant  to  Section  4  immediately  prior  to  such  liquidation,
     dissolution or winding-up (the "SERIES B LIQUIDATION AMOUNT"). If; upon any
     such  liquidation,  dissolution  or  winding-up  of  the  Corporation,  the
     remaining  assets  available  for distribution to its stockholders shall be
     insufficient  to  pay the holder of shares of Series B Preferred stock, the
     holders  of  the  shares of Series B Preferred Stock shall share ratably in
     any  distribution.  of  the  remaining assets available for distribution in
     proportion  to  the  respective  amounts that would otherwise be payable in
     respect  of  the  shares held by them upon such distribution if all amounts
     payable on or with respect to such shares were paid in full.

          b. Deemed Liquidation Events.
             -------------------------

               (i)  The  following events shall be deemed to be a liquidation of
          the  Corporation for purposes of this Section 3 (a "DEEMED LIQUIDATION
                                                 --------
          EVENT"),  unless  the  holders of a majority of the shares of Series B
          Preferred  Stock  elect  otherwise  by  written  notice  given  to the
          Corporation  at least five (5) days prior to the effective date of any
          such event:

                    A. a merger or consolidation in which

                         (i)  the Corporation is a constituent party, or

                         (ii) a  subsidiary  of  the  Corporation  is  a
                              constituent  party  and  the  Corporation  issues
                              shares  of  its  capital  stock  pursuant  to such
                              merger or consolidation,

          except  any  such  merger  or  consolidation involving the Corporation
          or  a  subsidiary  in  which  the  shares  of  capital  stock  of  the
          Corporation  outstanding  immediately  prior  to  such  merger  or
          consolidation continue to represent, or are converted or exchanged for
          shares  of  capital  stock  that represent, immediately following such
          merger  or consolidation, at least a majority, by voting power, of the
          capital  stock of (l) the surviving or resulting corporation or (2) if
          the surviving or resulting corporation is a wholly-owned subsidiary of
          another  corporation  immediately  following  such  merger  or
          consolidation,  the  parent corporation of such surviving or resulting
          corporation  (provided  that, for the purpose of this Section 3(b)(i),
                                                                --------------
          all  shares  of  Common  Stock  issuable  upon  exercise  of  options
          outstanding immediately prior to such merger or consolidation, or upon

<PAGE>

          conversion  of convertible securities outstanding immediately prior to
          such  merger  or  consolidation  shall  be  deemed  to  be outstanding
          immediately  prior to such merger or consolidation and, if applicable,
          converted  or  exchanged  in  such merger or consolidation on the same
          terms  as  the actual outstanding shares of Common Stock are converted
          or exchanged); or

                    B.  the  sale,  lease,  transfer, or other disposition, in a
               single  transaction  or  series  of  related transactions, by the
               Corporation  or  any  subsidiary  of  the  Corporation  of all or
               substantially  all  of  the  assets  of  the  Corporation and its
               subsidiaries,  taken  as  a whole, except where such sale, lease,
               transfer, or other disposition is to a wholly-owned subsidiary of
               the Corporation.

                         (ii)  Whenever  the  distribution  provided for in this
                    Section  3 shall be payable in property other than cash, the
                    ----------
                    value of such distribution shall be the fair market value of
                    such  property,  rights  or securities as determined in good
                    faith by the Board of Directors of the Corporation.

     4.     Mandatory  Conversion.
            ----------------------

          a.  Contemporaneously  with the completion of a 1-for-31 reverse stock
     split  (the  "MANDATORY  CONVERSION  DATE")  pursuant  to  a  certain Share
     Exchange  Agreement,  of  even  date  herewith,  by  and  among  Telzuit
     Technologies,  LLC, Telzuit Technologies, Inc., James Tolan, Taylor Madison
     Corp., and certain other purchasers, (i) each outstanding share of Series B
     Preferred  Stock  shall  automatically be converted, without any adjustment
     for  the  1-for-31  reverse  stock split, into twelve (12) shares of Common
     Stock,  and (ii) the shares of Series B Preferred Stock may not be reissued
     by  the  Corporation as shares of such series. As a point of clarification,
     the  l-for-31  reverse  stock  split  shall  not  result in any adjustments
     whatsoever  to  the  preferences and rights of the Series B Preferred Stock
     set  forth  in  Section  1  ("Voting"),  Sutton 2 ('Dividends''), Section 3
                     ----------               --------                 ---------
     ("Liquidation,  Dissolution, or Winding-up; Certain Mergers, Consolidations
     and Asset Sales"), or this, Section 4 ("Mandatory Conversion").
                                 ---------

          b.  All  holders of record of shares of Series B Preferred Stock shall
     be  given  written  notice  of  the Mandatory Conversion Date and the place
     designated  for  mandatory  conversion  of  all  such  shares  of  Series B
     Preferred  Stock  pursuant to this Section 4. Such notice need not be given
                                        ---------
     in  advance of the occurrence of the Mandatory Conversion Date. Such notice
     shall  be sent by first class or registered mail, postage prepaid, or given
     by  electronic  communication  in  compliance  with  the  provisions of the
     Florida  Business  Corporation  Act,  to  each  record  holder of Series F3
     Preferred  Stock,  Upon  receipt  of  such notice, each holder of shares of
     Series  B Preferred Stock shall surrender his, her or its certificates) for
     all  such shares to the Corporation at the place designated in such notice,
     arid  shall  thereunder  receive  certificates  for the number of shares of
     Common  Stock  to which such holder is entitled pursuant to Section4(a). On
                                                                 ----------
     the Mandatory Conversion Date, all outstanding shares of Series B Preferred
     Stock"  shall be deemed to have been converted into shares of Common Stock,
     which  shall  be  deemed  to  be outstanding of record, and all rights with
     respect  to the Series B Preferred Stock so convened, including the rights,
     if  any,  to  receive notices and to vote (other than as a holder of Common
     Stock),  will  terminate,  except  the  right  of the holders thereof, upon
     surrender of their certificate(s) therefor, to receive certificates for the
     number  of  shares of Common Stock into which such Series B Preferred Stock
     has  been  converted,  and  payment  of  any  declared but unpaid dividends
     thereon.  If  so  required by the Corporation, certificates surrendered for
     conversion  shall  be  endorsed  or accompanied by written instrument(s) of
     transfer,  in  form  satisfactory  to the Corporation, duly executed by the
     registered  holder  or  by  his,  her  or  its  attorney duly authorized in
     writing. As soon as practicable after the Mandatory Conversion Date and the
     surrender of the certificate(s) for Series Preferred Stock, the Corporation
     shall  cause  to be issued and delivered to such holder, on his, her or its
     written  order, a certificate or certificates for the number of full shares
     of  Common  Stock  issuable  on  such  Conversion  in  accordance  with the
     provisions hereof.

          c. All certificates evidencing shares of Series B Preferred Stock that
     are  required  to  be  surrendered  for  conversion  in accordance with the
     provisions  hereof  shall, from and after the Mandatory Conversion Date, be
     deemed  to  have  been  retired  and  cancelled  and the shares of Series B
     Preferred  Stock  represented  thereby  converted into Common Stock for all
     purposes, notwithstanding the failure of the holder(s) thereof to surrender
     such  certificate(s)  on  or  prior  to  such date. Such converted Series B
     Preferred  Stock  may  not  be  reissued  as shares of such Series, and the
     Corporation  may  thereafter take such appropriate action (without the need
     for stockholder action) as may be necessary to reduce the authorized number
     of shares of Series B Preferred Stock accordingly.

<PAGE>

     5.     Optional  Conversion.  The  holders  of the Series B Preferred Stock
            ---------------------
shall  have  no  optional  conversion  tights.

     6.     Redemption.  There  shall  be  no  redemption  of shares of Series B
            -----------
Preferred  Stock.

     7.     Waiver.  Any of the rights, powers, or preferences of the holders of
            -------
Series  B  Preferred  Stock  set  forth  herein may be waived by the affirmative
consent  or vote of the holders of at least a majority of the shares of Series B
Preferred  Stock  then  outstanding.

     IN  WITNESS WHEREOF, this Certificate of Designation has been executed by a
duly  authorized  officer  of  the  Corporation  on  this 5th day of May, 2005.

                                               TAYLOR MADISON CORP.

                                               By: /s/ Lucien Lallouz
                                                  -------------------
                                               Name:  Lucien Lallouz
                                               Title: Chief Executive Officer

<PAGE>

                            ARTICLES OF AMENDMENT TO
                            ARTICLES OF INCORPORATION
                                       OF
                              TAYLOR MADISON CORP.
                     DESIGNATIONS, PREFERENCES AND RIGHTS OF
                              SERIES A CONVERTIBLE
                                 PREFERRED STOCK

                                 PURSUANT TO THE
                        FLORIDA BUSINESS CORPORATION ACT

     Taylor  Madison  Corp.,  a  Florida Corporation (the "CORPORATION"), hereby
certifies  that pursuant to authority conferred upon its Board of Directors (the
"BOARD")  by  the  Articles  of  Incorporation  of  the  Corporation, and by the
provisions of Sections 607.0601, .0602 and .0821, Florida Statutes, by unanimous
written  consent  of  the  Board  dated  May  5,  2005, has adopted a resolution
approving  and  providing  for  the  designation  and  issuance  of  a series of
5,000,000  shares  of authorized Series A Convertible Preferred Stock, .0001 par
value,  the content of which is hereinafter set forth in its entirety on Exhibit
"A."

     The  foregoing amendment to the Corporation's Articles of Incorporation was
duly  adopted  by unanimous written consent of the Board, in accordance with the
provisions  of  Section  607.0602,  Florida  Statutes  and  the  Articles  of
Incorporation,  without  any  such consents being revoked within the intervening
period.

     IN WITNESS 'WHEREOF, the Corporation has caused these Articles of Amendment
to  be  prepared  under  the signature of its resident this 22nd day of June,
2005.

                                       TAYLOR  MADISON  CORP.

                                       By: /s/ Donald Sproat
                                          -------------------
                                          Donald Sproat, Chief Executive Officer

<PAGE>

                           CERTIFICATE OF DESIGNATION,
                             PREFERENCES AND RIGHTS
                                       OF
                      SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                              TAYLOR MADISON CORP.
                      (Pursuant to Section 607.0602 of the
                        Florida Business Corporation Act)

     Taylor  Madison  Corp., a corporation organized and existing under the laws
of  the State of Florida (the "CORPORATION"), hereby certifies that the Board of
Directors of the Corporation (the "BOARD OF DIRECTORS" or the "BOARD"), pursuant
to  authority  of  the Board of Directors as required by Section 607.0602 of the
Florida  Business  Corporation Act, and in accordance with the provisions of its
Certificate  of Incorporation and Bylaws, has and hereby authorizes a. series of
the  Corporation's  previously  authorized Preferred Stock, par value 50.001 per
share  (the  "PREFERRED STOCK"), and hereby states the designation and number of
shares,  and  fixes the rights, preferences, privileges, powers and restrictions
thereof,  as  follows:

                 SERIES A PREFERRED STOCK DESIGNATION AND AMOUNT

     7,700,000  shares  of  the  authorized  and unissued Preferred Stock of the
Corporation  are  hereby  designated "SERIES A CONVERTIBLE PREFERRED STOCK" with
the  following  rights,  preferences,  powers,  privileges,  restrictions,
qualifications  and  limitations.

     1.      Stated  Value.  The  stated  value of each issued share of Series A
             --------------
Convertible Preferred Stock shall be deemed to be $1.00 (the "STATED VALUE"), as
the  same  may  be equitably adjusted whenever there may occur a stock dividend,
stock split, combination, reclassification or similar event affecting the Series
A  Convertible  Preferred  Stock.

     2.     Dividends.
            ----------

          a.  Dividends  on  Series  A  Convertible  Preferred  Stock.  From and
              -------------------------------------------------------
     including  the  date  of  issuance  of  each  share of Series A Convertible
     Preferred  Stock to the earlier of (1) the payment of the Individual Series
     A Liquidation Preference Payment (as defined below) on each share of Series
     A  Convertible Preferred Stock upon the liquidation, dissolution or winding
     up  of  the  Corporation,  (2)  the  redemption of the Series A Convertible
     Preferred  Stock,  or  (3)  the  conversion  of  the  Series  A Convertible
     Preferred  Stock,  the  holders of shares of Series A Convertible Preferred
     Stock  shall  be  entitled  to  receive,  prior to and in preference to any
     declaration or payment of any dividend on any other shares of capital stock
     of  the  Corporation,  a  dividend  for each such share at a rate per annum
     equal  to ten percent (10%) of the Stated Value (as such term is defined in
     Section 1 thereof, payable semi-annually, at the option of the Corporation,
     ---------
     (i)  in  cash,  to  the  extent  funds  are  legally available therefor in.
     accordance  with  the  Florida  Business  Corporation  Act  and consent, if
     needed,  to such cash payment is obtained from the senior secured creditors
     of  the  Corporation, (ii) in-kind, with [A] shares of Series A Convertible
     Preferred  Stock  equal  to  the  result of dividing the dividend amount so
     accrued  by the Stated Value of one share of Series A Convertible Preferred
     Stock  (the  "DIVIDEND  SHARES"), and [B] Class B Warrants (as that term is
     defamed in Section 9 below) in amount equal to 100% of the number of shares
                --------------
     of  Common  Stock  underlying  the  Dividend  Shares, or (iii) in shames of
     registered  Common  Stock  at  a  ten percent (10%) discount to the "Market
     Price"  (as that term is defined in Section 9 below). The date on which the
                                         ---------
     Corporation  initially  issues  any share of Series A Convertible Preferred
     Stock  shall  be  deemed its "Date of Issuance" regardless of the number of
     times  transfer of such share is made on the stock records maintained by or
     for  the Corporation and regardless of the number of certificates which may
     be issued to evidence such share.

          b.  Priority of Payment. In the event that full dividends are not paid
              ------------------
     to  the holders of all outstanding shares of Series A Convertible Preferred
     Stock  so  entitled  to  such  payment  and  Rinds available for payment of
     dividends shall be insufficient to permit payment in full to holders of all
     such  stock  of  the  full  preferential  amounts  to  which  they are then
     entitled,  then  the entire amount available for payment of dividends shall
     be  distributed,  first,  ratably among all holders of Series A Convertible
     Preferred  Stock  in  proportion  to  the  full  amount to which they would
     otherwise  be  respectively entitled and, second, only after the holders of
     Series  A.  Convertible  Preferred  Stock  have received the full amount of
     dividends  to  which they were entitled, ratably among all holders of other
     Preferred  Stock (including the Series B Preferred. Stock) and Common Stock
     in  proportion  to  the  full  amount  to  which  they  would  otherwise be
     respectively entitled.

     3.     Voting
            ------

          a. Number of Votes. On any matter presented to the stockholders of the
             ---------------
     Corporation  for  their  action  or  consideration  at  any  meeting  of
     stockholders  of  the Corporation (or by written consent of stockholders in
     lieu  of  a  meeting),  each  holder  of  outstanding  shares  of  Series A
     Convertible  Preferred  Stock shall be entitled to cast the number of votes
     equal  to  the number of whole shares of Common Stock into which the shares
     of Series A Convertible Preferred Stock held by such holder are convertible
     as of the record date for determining stockholders entitled to vote on such
     matter.  Except  as  provided  by  law or by the provisions of Section 3(b)
     below, }folders of Series A Convertible Preferred Stock shall vote together
     with the holders of Common. Stock, and with the holders of any other series
     of  Preferred  Stock  the  terms  of which so provide, together as a single
     class.

          b.  Senior  Securities  &  Financial  Instruments.  At any time when a
              ---------------------------------------------
     minimum  of  51,250,000  of  the  Stated  Value  of  the shares of Series A
     Convertible  Preferred  Stock  are  outstanding,  except  where the vote or
     written  consent  of  the  holders  of  a  greater  number of shares of the
     Corporation  is  required by law or by this Certificate of Designation, and
     in  addition  to  any  other  vote  required  by law or this Certificate of
     Designation, without the written consent or affirmative vote of the holders
     of  fifty  percent  (50%)  of  the  then  outstanding  shares  of  Series A
     Convertible  Preferred  Stock  given  in  writing  or by vote at a meeting,
     consenting  or  voting  (as  the  ease may be) as a separate class from the
     Common  Stock,  the Corporation shall not, either directly or by amendment,
     merger, consolidation or otherwise issue (i) any additional shares of stock
     or  (ii)  financial instruments unless the same rank junior to the Series A
     Convertible  Preferred  Stock with respect to the distribution of assets on
     the  liquidation,  dissolution  or  winding-up  of the Corporation and with
     respect to the payment of dividends and redemption rights, if applicable.

          c.  Other  Limitations on Corporate Action. At any time when shares of
              --------------------------------------
     Series A Convertible Preferred Stock are outstanding, except where the vote
     or  written  consent  of  the  holders of a greater number of shares of the
     Corporation  is  required by law or by this Certificate of Designation, and
     in  addition  to  any  other  vote  required  by law or this Certificate of
     Designation,  without  (1)  the  written  cement or affirmative vote of the
     holders  of  no-less  than  615%  %  of the outstanding Stated Value of the
     Series  A Convertible Preferred Stock consenting or voting (as the case may
     be)  as  a  separate  class  from  the  Common Stock, or (2) if the holders
     representing  no-less  than  66%  %  of the outstanding Stated Value of the
     Series  A  Convertible  Preferred  Stock appoint, in writing, an authorized
     representative  (the "Preferred Stockholders' Representative"), approval by
     the  Preferred  Stockholders'  Representative,  the  Corporation shall not,
     either directly or by amendment, merger, consolidation or otherwise:

               (i)  liquidate,  dissolve, or wind-up the business and affairs of
          the  Corporation,  effect  any Deemed Liquidation Event, or consent to
          any of the foregoing;

               (ii)  effectuate  any merger, reorganization, or recapitalization
          of  the Corporation, including such transactions with a Subsidiary (as
                                                                  ----------
          that  term  is defined in Section. 9) or related entity, or enter into
                                    ----------
          any agreement to do any of the foregoing;

               (iii)  so  long  as  at  least  1,250,000  shares  of  Series  A
          Convertible Preferred Stock arc outstanding, purchase or redeem or pay
          or  declare  any  dividend  or make any distribution on, any shares of
          stock  other than the Series A Preferred Stock as expressly authorized
          herein,  or  permit  any Subsidiary of the Corporation to tab any such
          action,  except  for (A) securities repurchased from former employees,
          officers,  directors,  consultants,  or  other  persons  who performed
          services  for the Corporation or any subsidiary in connection with the
          cessation  of such employment or service or (B) securities repurchased
          upon  the  exercise  of  the  Corporation's  right of first refusal to
          purchase such securities, each as approved by the Board of Directors;

<PAGE>

               (iv)  effectuate  any reclassification or recapitalization of the
          outstanding  capital  stock  of  the  Corporation,  including  any
          subdivision,  consolidation,  or conversion of any outstanding capital
          stock;

               (v)  alter  or change the voting or other powers, preferences, or
          other  rights, privileges, or restrictions of the Series A Convertible
          Preferred  Stock  contained  herein  (by  merger,  consolidation,  or
          otherwise);

     4.     Liquidation,  Dissolution,  or  Winding-Up  Certain  Mergers,
            -------------------------------------------------------------
Consolidations  and  Asset  Sale.
           ----------------------

          a.  Payments  to Holders of Series A Convertible Preferred Stock. Upon
              ------------------------------------------------------------
     any  liquidation,  dissolution  or  winding-up  of the Corporation, whether
     voluntary or involuntary, the holders of the shares of Series A Convertible
     Preferred  Stock  shall  be  paid,  before any payment shall be paid to the
     holders  of  Common.  Stock,  Series  B Preferred Stock, or any other stock
     ranking  on  liquidation junior to the Series A Convertible Preferred Stock
     (the  "JUNIOR  STOCK"),  an  amount  for each share of Series A Convertible
     Preferred  Stock  held  by  such  holder equal to the sum of (1) the Stated
     Value  thereof  and  (2)  an  amount  equal to dividends accrued but unpaid
     thereon,  computed  to  the  date  payment  thereof is made available (such
     applicable  amount  payable with respect to a share of Series A Convertible
     Preferred  Stock  sometimes  being  referred to as the "INDIVIDUAL SERIES A
     PREFERRED LIQUIDATION PREFERENCE PAYMENT" and with respect to all shares of
     Series  A  Convertible  Preferred  Stock  in  the aggregate sometimes begin
     referred  to  as  the "AGGREGATE SERIES A LIQUIDATION PREFERENCE PAYMENT").
     If,  upon  such  liquidation, dissolution or winding-up of the Corporation,
     whether  voluntary  or  involuntary, the assets to be distributed among the
     holders  of  shares  of  Series  A  Convertible  Preferred  Stock  shall be
     insufficient  to  permit  payment  to  the  holders of Series A Convertible
     Preferred  Stock  of  an  aggregate  amount equal to the Aggregate Series A
     Liquidation  Preference  Payment, then the entire assets of the Corporation
     to  be  so  distributed  shall  be distributed ratably among the holders of
     Series  A  Convertible  Preferred  Stock  (based on the Individual Series A
     Preferred  Liquidation Preference Payments due to the respective holders of
     Series A Convertible Preferred Stock).

          b.  Payments  to  Holders  e  Junior  stock.  After the payment of all
              ---------------------------------------
     preferential  amounts  required  to  be paid to the holders of the Series A
     Convertible  Preferred  Stock and any other class or series of stock of the
     Corporation ranking on liquidation senior to or on a parity with the Series
     A  Convertible  Preferred Stock, the holders of shares of Junior Stock then
     outstanding  shall  be  entitled  to  receive  the  remaining assets of the
     Corporation available for distribution to its stockholders as otherwise set
     forth in the Articles of Incorporation.

          c. Deemed Liquidation Events.
             -------------------------

               (i)  The  following events shall be deemed to be a liquidation of
          the  Corporation for purposes of this Section 4 (a "DEEMED LIQUIDATION
                                                --------
          EVENT"),  unless  the  holders of a majority of the shares of Series A
          Convertible Preferred Stock elect otherwise by written notice given to
          the  Corporation at least five (5) days prior to the effective date of
          any such event:

                    (A)  a merger or consolidation in which

                         (I)  the Corporation is a constituent party, or

                         (II) a  subsidiary  of  the  Corporation  is  a
                              constituent  party  and  the  Corporation  issues
                              shares  of  its  capital  stock  pursuant  to such
                              merger or consolidation,

          except  any  such  merger  or  consolidation involving the Corporation
          or  a  subsidiary  in  which  the  shares  of  capital  stock  of  the
          Corporation  outstanding  immediately  prior  to  such  merger  or
          consolidation continue to represent, or are converted or exchanged for
          shares  of  capital  stock  that represent, immediately following such
          merger  or consolidation, at least a majority, by voting power, of the
          capital  stock of (1) the surviving or resulting corporation or (2) if
          the surviving or resulting corporation is a wholly-owned subsidiary of
          another  corporation  immediately  following  such  merger  or
          consolidation,  the  parent corporation of such surviving or resulting
          corporation  (provided  that, for the purpose of this Section 4(e)(i),
          all  shares  of  Common  Stock  issuable  upon  exercise  of  options
          outstanding immediately prior to such merger or consolidation, or upon
          conversion of convertible securities outstanding

<PAGE>

          immediately  prior  to  such  merger  or consolidation shall be deemed
          to  be  outstanding  immediately prior to such merger or consolidation
          and,  if  applicable,  converted  or  exchanged  in  such  merger  or
          consolidation  on  the  same terms as the actual outstanding shares of
          Common Stock are converted or exchanged); or

                    (B)  the  sale,  lease, transfer, or other disposition, in a
               single  transaction  or  series  of  related transactions, by the
               Corporation  or  any  subsidiary  of  the  Corporation  of all or
               substantially  all  of  the  assets  of  the  Corporation and its
               subsidiaries,  taken  as  a whole, except where such sale, lease,
               transfer, or other disposition is to a wholly-owned subsidiary of
               the Corporation.

                         (ii) The Corporation shall not have the power to effect
                    any  transaction  constituting  a  Deemed. Liquidation Event
                    pursuant  to  Section  4(c)(i)(A)(I)  above,  unless  the
                                  ----------------------
                    agreement  or  plan of merger or consolidation provides that
                    the  consideration  payable  to  the  stockholders  of  the
                    Corporation  shall be allocated among the holders of capital
                    stock  of  the  Corporation in accordance with Sections 4(a)
                    and 4(b) above.

                         (iii)  In  the  event  of  a  Deemed  Liquidation Event
                    pursuant  to  Section  4(c)(i)(A)(II)  or  (B) above, if the
                                  ----------------------
                    Corporation does not effect a dissolution of the Corporation
                    under  General  Corporation Law within sixty (60) days after
                    such  Deemed  Liquidation  Event,  then  (A) the Corporation
                    shall  deliver  a  written notice to each holder of Series A
                    Convertible Preferred Stock no later than the 60th day after
                    the  Deemed Liquidation Event advising such holders of their
                    right  (and the requirements to be met to secure such right)
                    pursuant to the terms of the following clause (B) to require
                                                           ---------
                    the  redemption  of  such  shares  of  Series  A Convertible
                    Preferred  Stock,  and  (B)  if  the  holders  of at least a
                    majority  of  the  then-outstanding  shares  of  Series  A
                    Convertible  Preferred  Stock  so  request  in  a  written
                    instrument  delivered  to  the  Corporation  not  later than
                    seventy-five  (75) days after such Deemed Liquidation Event,
                    the  Corporation shall use the consideration received by the
                    Corporation  for  such  Deemed Liquidation Event (net of any
                    retained  liabilities  associated  with  the  assets sold or
                    technology  licensed,  as  determined  in  good faith by the
                    Board  of Directors of the Corporation) (the "NET PROCEEDS")
                    to  redeem, to the extent legally available therefor, on the
                    90th  day  after  such  Deemed  Liquidation  Event  (the
                    "LIQUIDATION  REDEMPTION  DATE"),  all outstanding shares of
                    Series  A  Convertible  Preferred Stock at a price per share
                    equal  to the Series A Liquidation Amount. In the event of a
                    redemption  pursuant  to  the preceding sentence, if the Net
                    Proceeds are not sufficient to redeem all outstanding shares
                    of  Series A Convertible Preferred Stock, or if the Proceeds
                    are  not  sufficient  to  redeem  all  outstanding shares of
                    Series  A Convertible Preferred Stock, or if the Corporation
                    does  not have sufficient funds lawfully available to effect
                    such  redemption,  the  Corporation  shall redeem a pro rata
                    portion  of  each  holder's  shares  of Series A Convertible
                    Preferred  Stock  to the fullest extent of such Net Proceeds
                    or  such  lawfully available funds, as the case may be, and,
                    where  such  redemption is limited by the amount of lawfully
                    available  funds  the Corporation shall redeem the remaining
                    shares  to  have  been redeemed as soon as practicable after
                    the  Corporation  has  funds legally available therefor. The
                    provisions  of  Section 7(b) through 7(0_ below shall apply,
                                    ----------------------
                    with  such  necessary  changes in the details thereof as are
                    necessitated by the context, to the redemption of the Series
                    A  Convertible  Preferred  Shares  pursuant  to this Section
                                                                         -------
                    4(c}(iii).  Prior to the distribution or redemption provided
                    --------
                    for  in  this  Section 4(c')(iii), the Corporation shall not
                                   -----------------
                    expend  or  dissipate  the  consideration  received for such
                    Deemed  Liquidation  Event,  except  to  discharge  expenses
                    incurred in the ordinary course of business.

<PAGE>

                         (iv)  The  amount  deemed  paid  or  distributed to the
                    holders  of  capital  stock of the Corporation upon any such
                    merger,  consolidation,  sale,  transfer, exclusive license,
                    other  disposition  or  redemption  shall be the cash or the
                    value  of  the  property,  rights  or  securities  paid  or
                    distributed  to  such  holders  by  the  Corporation  or the
                    acquiring  person,  firm  or other entity. The value of such
                    property,  rights  or securities shall be determined in good
                    faith by the Board of Directors of the Corporation.

     5.     Optional  Conversion.  The holders of Series A Convertible Preferred
            ---------------------
Shares  shall  have  the conversion rights as follows (the "CONVERSION RIGHTS").

          (a)  Right  to  Convert.  Each share of Series A Convertible Preferred
               ------------------
     Stock  shall  be  convertible,  at the option of the holder thereof; at any
     time  after  the  "CONVERSION  DATE"  (as  that term is defined in Section9
     below),  and  without the payment of additional consideration by the holder
     thereof,  into such number of fully-paid and nonassessable shares of Common
     Stock  as is determined by dividing (1) the sum of (i) the Stated Value per
     share  and  (ii) all dividends accrued and unpaid on each such share to the
     date  such  share  is  converted,  whether  or  not declared, and all other
     dividends declared and unpaid on each such share through the date of actual
     conversion,  by  (2) the Series A Conversion Price in effect at the time of
     conversion.  The  "SERIES  A  CONVERSION PRICE" shall be set at Sixty Cents
     ($.60).  The  Series  A  Conversion  Price, and the rate at which shares of
     Series A Convertible Preferred Stock may be converted into shares of Common
     Stock, shall be subject to adjustment as provided below.

          In  the  event  of  a  notice  of  redemption of any share of Series A
     Convertible  Preferred  Stock  pursuant  to section 7 hereof the Conversion
                                                 ---------
     Rights of the shares designated for redemption shall terminate at the close
     of  business  on the last full day preceding the date fixed for redemption,
     unless  the  redemption price is not paid on such redemption date, in which
     case  the Conversion Rights for such shares shall continue until such price
     is  paid  in full. In the event of a liquidation, dissolution or winding-up
     of  the  Corporation, the Conversion Rights shall terminate at the close of
     business  on  the last full day preceding the date fixed for the payment of
     any  such  amounts  distributable  on such event to the holders of Series A
     Convertible Preferred Stock.

          (b)  Fractional  Shares. No fractional shares of Common Stock shall be
               ------------------
     issued  upon  conversion  of  the Series A Convertible Preferred Shares. In
     lieu  of  any  fractional  shares  to  which  the holder would otherwise be
     entitled,  the Corporation shall pay cash equal to such fraction multiplied
     by  the  fair market value of a share of Common Stock as determined in good
     faith  by the Board of Directors. Whether or not fractional shares would be
     issuable upon such conversion shall be determined on the basis of the total
     number  of shares of Series A Convertible Preferred. Stock the holder is at
     the time converting into Common Stock and the aggregate number of shares of
     Common Stock issuable upon such conversion.

          (c)  Mechanics of Conversion.
               -----------------------

               (i)  For  a  holder  of  Series  A Convertible Preferred Stock to
          voluntarily  convert  shares  of  Series A Convertible Preferred Stock
          into  shares  of  Common  Stock,  that  holder  shall  surrender  the
          certificate  or  certificates  for such shares of Series A Convertible
          Preferred  Stock  (or,  if  the  registered  holder  alleges that such
          certificate  has  been  lost, stolen, or destroyed, a lost certificate
          affidavit  and  agreement  reasonably acceptable to the Corporation to
          indemnify  the  Corporation against any claim that may be made against
          the  Corporation on account of the alleged loss, theft, or destruction
          of  such  certificate),  at  the  office of the transfer agent for the
          Series  A  Convertible  Preferred Stock (or at the principal office of
          the  Corporation if the Corporation serves as its own transfer agent),
          together  with written notice that the holder elects to convert all or
          any  number  of the shares of the Series A Convertible Preferred Stock
          represented  by  such  certificate or certificates and, if applicable,
          any  event  on  which  such conversion is contingent. The notice shall
          state  the  holder's  name  or  the names of the nominees in which the
          holder  wishes  the  certificate  or certificates for shares of Common
          Stock  to  be  issued.  If  required  by the Corporation, certificates
          surrendered  for  conversion,  shall  be  endorsed or accompanied by a
          written instrument or instruments of transfer, in form satisfactory to
          the  Corporation,  duly executed by the registered holder or his, her,
          or  its  attorney duly authorized in writing. The close of business on
          the  date  of  receipt  by the transfer agent of such certificates (or
          lost  certificate  affidavit  and  agreement)  and  notice  (or by the
          Corporation if the Corporation serves as its own transfer agent) shall
          be  the  time  of conversion (the "CONVERSIONTIME"), and the shares of
                                            ----------------
          Common  Stock  issuable  upon  conversion of the shares represented by
          such  certificate  shall  be  deemed to be outstanding of record as of
          that  date.  The  Corporation  shall, as soon as practicable after the
          Conversion  Time,  issue  and  deliver at such office to the holder of
          Series  A  Convertible  Preferred  Stock,  or  to  his,  her,  or  its
          nominee(s),  a certificate or certificates for the number of shares of
          Common  Stock  to which the holder(s) shall be entitled, together with
          cash in lieu of any fraction of a share.

               (ii)  The  Corporation  shall  at  all  times  while the Series A
          Convertible Preferred Stock is outstanding, reserve and keep available
          out of its authorized but unissued stock, for the purpose of effecting
          the  conversion  of  the  Series  A  Convertible Preferred Stock, such
          number  of  its  duly  authorized shares of Common Stock as shall from
          time to time be sufficient to effect the conversion of all outstanding
          Series  A  Convertible Preferred Stock; and if at any time, the number
          of  authorized  but  unissued  shares  of  Common  Stock  shall not be
          sufficient  to effect the conversion of all then-outstanding shares of
          the  Series  A Convertible Preferred Stock, the Corporation shall take

<PAGE>

          such  corporate  action as may be necessary to increase its authorized
          but  unissued shares of Common Stock to such number of shares as shall
          be  sufficient  for  such  purposes,  including,  without  limitation,
          engaging  in best efforts to obtain the requisite stockholder approval
          of any necessary amendment to the Articles of Incorporation.

               (iii)  All  shares  of  Series A Convertible Preferred Stock that
          shall have been surrendered for conversion as herein provided shall no
          longer  be  deemed  to  be outstanding, and all rights with respect to
          such  shares,  including  the  rights,  if any, to receive notices, to
          vote,  and to receive payment of any dividends accrued or declared but
          unpaid  thereon,  shall  immediately  cease  and  terminate  at  the
          Conversion  Time,  except  only  the  right  of the holders thereof to
          receive  shares  of  Common  Stock in exchange therefor. Any shares of
          Series  A  Convertible  Preferred Stock so converted shall, be retired
          and  cancelled and shall not be reissued as shares of such series, and
          the  Corporation  (without  the need for, stockholder action) may from
          time  to  time  take  such  appropriate  action as may be necessary to
          reduce  the  authorized  number  of  shares  of  Series  A Convertible
          Preferred Stock accordingly.

               (iv)  Upon  any  such  conversion,  no adjustment to the Series A
          Conversion  Price shall be made for any accrued or declared but unpaid
          dividends  on the Series A Convertible Preferred Stock surrendered for
          conversion or on the Common Stock delivered upon conversion.

               (v) The Corporation shall pay any and all issue and other similar
          taxes  that  may  be payable in respect of any issuance or delivery of
          shares  of  Common  Stock  upon  conversion  of  shares  of  Series  A
          Convertible  Preferred  Stock  pursuant  to  this  Section  5.  The
                                                             ----------
          Corporation shall not, however, be required to pay any tax that may be
          payable  in  respect  of  any  transfer  involved  in the issuance and
          delivery  of shares of Common Stock in a name other than that in which
          the  shares  of Series A Convertible Preferred Stock so converted were
          registered,  and no such issuance or delivery shall be made unless and
          until  the  person  or entity requesting such issuance has paid to the
          Corporation  the  amount  of  any  such tax or has established, to the
          satisfaction of the Corporation, that such tax has been paid.

          (d) Adjustments to Series A Conversion Price for Diluting Issues.
              ------------------------------------------------------------

               (i)  Special  Definitions,  For  purposes  of  this Section5, the
                    --------------------                           --------
          following definitions shall apply:

                    (A)  "OPTION"  shall  mean  rights,  options, or warrants to
               subscribe  for,  purchase,  or  otherwise acquire Common Stock or
               Convertible Securities.

                    (B)  "SERIES  A  ORIGINAL ISSUE DATE" shall mean the date on
               which the first share of Series A Convertible Preferred Stock was
               issued.

                    (C)  "CONVERTIBLE  SECURITIES"  shall  mean  any evidence of
               indebtedness,  shares  or other securities directly or indirectly
               convertible  into or exchangeable for Common Stock, but excluding
               Options.

                    (D)  "ADDITIONAL  SHARES  OF  COMMON  STOCK"  shall mean all
               shares  of Common Stock issued (or, pursuant to Section 5(d)(iii)
                                                               -----------------
               below, deemed to be issued) by the Corporation after the Series A
               Original  Issue  Date,  other  than  the  following  ("EXEMPTED
               SECURITIES"):

                         (I) shares of Common Stock issued or deemed issued as a
                    dividend  or  distribution on Series A Convertible Preferred
                    Stock;

                         (II)  shares  of  Common  Stock  issued  or issuable by
                    reason  of  a  dividend,  stock  split,  split-up  or  other
                    distribution  on  shares  of Common Stock that is covered by
                    SECTION5(e) or 5(f) below;
                    ------------------

                         (III) shares of Common Stock issued or deemed issued to
                    employees  or  directors  of,  or  consultants  to,  the
                    Corporation  or  any of its subsidiaries pursuant to a plan,
                    agreement, or arrangement approved by the Board of Directors
                    of the Corporation

<PAGE>

                    and  holders  representing  no-less  than  66%  %  of  the
                    outstanding  Stated  Value  of  the  Series  A  Convertible
                    Preferred  Stock  or  the  Preferred  Stock  Representative;
                    provider;  however,  the  first  1,000,000  shares of Common
                    Stock issued during each calendar year shall not require the
                    approval  of  the  holders  representing  of  the  Series  A
                    Convertible  Preferred  Stock  or  the  Preferred  Stock
                    Representative; provided, further; shares issued pursuant to
                    a  Employee  Stock  Ownership  Plan  (ESOP)  qualified under
                    sections  401  (a)  and  4975 (e)(7) of the Internal Revenue
                    Code  shall  not  require  the  approval  of  the  holders
                    representing  of the Series A Convertible Preferred Stock or
                    the Preferred Stock Representative;

                         (IV)  shares  of Common Stock or Convertible Securities
                    actually  issued  upon the exercise of Options, or shares of
                    Common Stock actually issued upon the conversion or exchange
                    of  Convertible Securities (including the Series B Preferred
                    Stock,  the  Class  A Warrants and the Class B Warrants), in
                    each case, provided the issuance is pursuant to the terms of
                    such Option or Convertible Security;

                         (V)  shares  of  Common  Stock  issued  or  issuable in
                    connection  with  a  bona  fide  joint  venture  or business
                    acquisition  of  or  by  the Corporation, whether by merger,
                    consolidation, sale of assets, sale or exchange of stock, or
                    otherwise;  provided  that  any such issuance is approved by
                    the  Board  of Directors, and, at the time of such issuance,
                                             ----
                    the aggregate of that issuance and similar issuances in. the
                    preceding  twelve  (12)  month  period  shall not exceed two
                    percent  (2%)  of  the  then-outstanding Common Stock of the
                    Corporation  (assuming  Hill  conversion and exercise of all
                    convertible and exercisable securities); or

                         (VI)  shares  of  Series  A Convertible Preferred Stock
                    issued  for a purchase price of at least $1 per share within
                    ninety (90) days of the Series A Original Issue Date.

               (ii)  No Adjustment of Series AConversion Price. No adjustment in
                     -----------------------------------------
          the  Series  A  Conversion  Price  shall  be made as the result of the
          issuance  of Additional Shares of Common Stock i (a) the consideration
          per  share (determined pursuant to Section5(d)(v)) for such Additional
                                             -------------
          Shares  of  Common  Stock  issued  or  deemed  to  be  issued  by  the
          Corporation  is  equal  to  or  greater  than  the applicable Series A
          Conversion Price in effect immediately prior to the issuance or deemed
          issuance  of  such  Additional Shares of Common Stock, or (b) prior to
          such  issuance  or  deemed  issuance, the Corporation receives written
          notice from the holders of at least a majority of the then-outstanding
          shares  of  Series A Convertible Preferred Stock agreeing that no such
          adjustment  shall  be  made  as  the  result of the issuance or deemed
          issuance of such. Additional Shares of Common Stock.

               (iii) DeemedIssue of Adduitional Shares of Common Stock.
                     -------------------------------------------------

                    (A) lithe Corporation at any time or from time to time after
               the  Series  A  Original  Issue  Date  shall issue any Options or
               Convertible  Securities  (excluding  Options  or  Convertible
               Securities  that, upon exercise, conversion, or exchange thereof,
               would  entitle  the holder thereof to receive Exempted Securities
               pursuant  to Sections5(d)(i)(D)(I), (II), (IV),or (V)or shall fix
                            ---------------------------------------

<PAGE>

               a  record  date  for the determination of holders of any class of
               securities  entitled  to  receive any such Options or Convertible
               Securities, then the maximum number of shares of Common Stock (as
               set  forth  in  the  instrument  relating  thereto,  assuming the
               satisfaction of any conditions to exercisability, convertibility,
               or  exchangeability but without regard to any provision contained
               therein,  for  a  subsequent  adjustment of such number) issuable
               upon  the exercise of such Options or, in the case of Convertible
               Securities  and  Options  therefor, the conversion or exchange of
               such  Convertible  Securities,  shall  be deemed to be Additional
               Shares of Common Stock issued as of the time of such issue or, in
               case such a record date shall have been fixed, as of the close of
               business on such record date.

                    (B)  If the terms of any Option or Convertible Security, the
               issuance  of  which  resulted  in  an  adjustment to the Series A
               Conversion Price pursuant to the terms of Section 5(d)(iv) below,
                                                                 -------
               are  revised  (either  automatically  pursuant  to the provisions
               contained  therein  or as a result of an amendment to such terms)
               to  provide for either (1) any increase or decrease in the number
               of shares of Common Stock issuable upon the exercise, conversion,
               or exchange of any such Option or Convertible Security or (2) any
               increase  or  decrease  in.  the  consideration  payable  to  the
               Corporation  upon  such  exercise, conversion, or exchange, then,
               effective  upon such increase or decrease becoming effective, the
               Series  A  Conversion  Price  computed upon the original issue of
               such  Option or Convertible Security (or upon the occurrence of a
               record  date  with  respect  thereto) shall be readjusted to such
               Series A Conversion Price as would have obtained had such revised
               terms  been  in effect upon the original date of issuance of such
               Option or Convertible Security. Notwithstanding the foregoing, no
               adjustment  pursuant  to this clause (B) shall have the effect of
               increasing  the  Series  A  Conversion  Price  to  an amount that
               exceeds  the  lower  of  (i) the Series A Conversion Price on the
               original  adjustment  date, or (ii) the Series A Conversion Price
               that  would have resulted from any issuances of Additional Shares
               of  Common  Stock  between  the original adjustment date and such
               readjustment date.

                    (C)  If  the  terms  of  any  Option or Convertible Security
               (excluding Options or Convertible Securities that, upon exercise,
               conversion, or exchange thereof, would entitle the holder thereof
               to  receive  Exempted  Securities  pursuant  to  Sections
                                                                --------
               5(d)(i)(D)(I),  (III).(IV) or (V)), the issuance of which did not
               ---------------------------------
               result in an adjustment to the Series A Conversion Price pursuant
               to  the  terms  of  Section  5(d)(iv)  below  (either because the
                                   ----------------
               consideration  per  share (determined pursuant to Section 5(d)(v)
                                                                 ---------------
               hereof)  of the Additional Shares of Common Stock subject thereto
               was  equal  to or greater than the Series A Conversion Price then
               in  effect,  or  because  such Option or Convertible Security was
               issued  before  the  Series  A  Original Issue Date), are revised
               after  the  Series  A  Original  Issue Date (either automatically
               pursuant to the provisions contained therein or as a result of an
               amendment  to  such terms) to provide for either (1) any increase
               or decrease in the number of shares of Common Stock issuable upon
               the  exercise,  conversion,  or  exchange  of any such. Option or
               Convertible  Security  or  (2)  any  increase  or decrease in the
               consideration  payable  to  the  Corporation  upon such exercise,
               conversion,  or  exchange,  then  such  Option  or  Convertible
               Security,  as  so  amended,  and  the Additional Shares of Common
               Stock  subject  thereto  (determined  in  the  manner provided in
               Section.,(d)(iii)(A)  above)  shall be deemed to have been issued
               -------------------
               effective upon such increase or decrease becoming effective.

                    (D)  Upon  the  expiration or termination of any unexercised
               Option  or  unconverted  or unexchanged Convertible Security that
               resulted (either upon its original issuance or upon a revision of
               its  terms)  in  an  adjustment  to the Series A Conversion Price
               pursuant  to  the  terms  of Section 5(d)(iv) below, the Series A
                                            ---------------
               Conversion  Price shall be readjusted to such Series A Conversion
               Price  as  would  have  obtained  had  such Option or Convertible
               Security never been lamed.

               (iv)  Adjustment  of  Series  A Conversion Price Upon Issuance of
                     -----------------------------------------------------------
          Additional  Shares  of  Common  Stock. If the Corporation shall at any
          -------------------------------------
          time after the Series A Original Issue Date issue Additional Shares of
          Common Stock (including Additional Shares of Common Stock deemed to be
          issued  pursuant  to Section5(d)(iii)), without consideration or for a
                               ----------------
          consideration  per  share less than the applicable Series A Conversion
          Price  in  effect  immediately  prior to such issue, then the Series A
          Conversion  Price  shall  be reduced, concurrently with such issue, to
          the consideration per share received by the Corporation for such issue
          or  deemed  issue  of  the Additional Shares of Common Stock; provided
          that  if  such  issuance or deemed issuance was without consideration,
          then  the Corporation shall be deemed to have received an aggregate of
          $.001  of consideration for all such Additional Shares of Common Stock
          issued or deemed to be issued.

<PAGE>

               (v)  Determinationof  Consideration. For purposes of this Section
                    ------------------------------
          5(d),  the  consideration received by the Corporation for the issue of
          any Additional Shares of Common Stock shall be computed as follows:

                    (A) Cash and Property: Such consideration shall;
                        --------------------------------------------

                         (I)  insofar  as  it  consists  of  cash,  be  computed
                              at  the  aggregate  amount of cash received by the
                              Corporation, excluding amounts paid or payable for
                              accrued interest;

                         (II) insofar  as  it  consists  of  property other than
                              cash, be computed at the fair market value thereof
                              at  the  time of such issue, as determined in good
                              faith  by  the  Board  of  Directors  of  the
                              Corporation; and

                         (III) if  Additional  Shares  of  Common  Stock  are
                              issued together with other shares or securities or
                              other  assets of the Corporation for consideration
                              that  covers  both,  be  the  proportion  of  such
                              consideration so received, computed as provided in
                              clauses I andII above, as determined in good faith
                              by the Board of Directors of the Corporation.

                    (B) Options and ConvertibleSecurities. The consideration per
               share received by the Corporation for Additional Shares of Common
               Stock  deemed  to have been issued pursuant to Section 5(d (iii),
               relating  to  Options  and  Convertible  Securities,  shall  be
               determined by dividing

                         (I)  the  total  amount,  if  any,  received  or
                              receivable by the Corporation as consideration for
                              the  issue  of  such  Options  or  Convertible
                              Securities,  plus  the minimum aggregate amount of
                              additional  consideration  (as  set  forth  in the
                              instruments  relating  thereto,  without regard to
                              any  provision  contained therein for a subsequent
                              adjustment  of  such consideration) payable to the
                              Corporation  upon  the exercise of such Options or
                              the  conversion  or  exchange  of such Convertible
                              Securities,  or  in  the  case  of  Options  for
                              Convertible  Securities,  the  exercise  of  such
                              Options  for  Convertible  Securities  and  the
                              conversion  or  exchange  of  such  Convertible
                              Securities, by

                         (II) the  maximum  number  of  shares  of  Common Stock
                              (as set forth in the instruments relating thereto,
                              without  regard to any provision contained therein
                              for  a  subsequent  adjustment  of  such  number)
                              issuable  upon the exercise of such Options or the
                              conversion  or  exchange  of  such  Convertible
                              Securities.

               (vi)  Multiple  Closing  Dates. If the Corporation shall issue on
                     ------------------------
          more  than  one date Additional Shares of Common Stock that are a part
          of  one transaction or a series of related transactions and that would

<PAGE>

          result  in  an adjustment to the Series A Conversion Price pursuant to
          the  terms  of  Section5(d)(iv)  above,  then,,  upon  the  final such
                          --------------
          issuance,  the  Series  A Conversion Price shall be readjusted to give
          effect  to  all  such issuances as if they occurred on the date of the
          first  such  issuance  (and  without  additional  giving effect to any
          adjustments  as  a  result  of  any  subsequent  issuances within such
          period).

          (e)  Adjustment  for  Stock Splits andCombinations. If the Corporation
               ---------------------------------------------
     shall  at  any  time or from time to time after the Series A Original Issue
     Date  effect  a  subdivision  of  the  outstanding  Common  Stock without a
     comparable  subdivision  of  the  Series  A  Convertible Preferred Stock or
     combine  the  outstanding  shares  of  Series A Convertible Preferred Stock
     without  a  comparable  combination  of  the  Common  Stock,  the  Series A
     Conversion  Price  in  effect  immediately  before  that  subdivision  or
     combination shall be proportionately decreased so that the number of shares
     of  Common  Stock issuable on conversion of each share of such series shall
     be  increased  in  proportion  to  such increase in the aggregate number of
     shares of Common Stock outstanding or in proportion to such decrease in the
     aggregate  number  of  shares  of  Series A Preferred Stock outstanding, as
     applicable. If the Corporation shall at any time or from time to time after
     the  Series  A Original Issue Date combine the outstanding shares of Common
     Stock  without  a  comparable  combination  of  the  Series  A  Convertible
     Preferred Stock or effect a subdivision of the outstanding shares of Series
     A  Convertible  Preferred  Stock  without  a  comparable subdivision of the
     Common  Stock,  the  Series A Conversion Price in effect immediately before
     the  combination  or subdivision shall be proportionately increased so that
     the  number  of shares of Common Stock issuable on conversion of each share
     of  such  series  shall  he decreased in proportion to such decrease in the
     aggregate  number of shares of Common Stock outstanding or in proportion to
     such  increase  in  the  aggregate number of shares of Series A Convertible
     Preferred  Stock  outstanding,  as  applicable.  Any  adjustment under this
     subsection  shall become effective at the close of business on the date the
     subdivision or combination becomes effective.

          (f)  Adjustment  for  Certain  Dividends  and  Distributions.  If  the
               -------------------------------------------------------
     Corporation  at  any  time or from time to time after the Series A Original
     Issue Dated shall make or issue, or fix a record date for the determination
     of  holders  of  Common  Stock  entitled  to  receive,  a dividend or other
     distribution  payable  on  the  Common Stock in additional shares of Common
     Stock,  then and in each such event the Series A Conversion Price in effect
     immediately  before  such  event  shall be decreased as of the time of such
     issuance  or,  in the event such a record date shall have been fixed, as of
     the  close  of  business  on  such record date, by multiplying the Series A
     Conversion  Price  then in effect by a fraction:

               (1) the numerator of which shall be the total number of shares of
          Common  Stock  issued and outstanding immediately prior to the time of
          such issuance or the close of business on such record date, and

               (2)  the denominator of which shall be the total number of shares
          of  Common  Stock issued and outstanding immediately prior to the time
          of such issuance or the close of business on such record date plus the
          number  of shares of Common Stock issuable in payment of such dividend
          or distribution;

          provided,  however,  that  if  such  record date shall have been fixed
          and  such  dividend  is  not fully paid or if such distribution is not
          fully  made on. the date fixed therefor, the Series A Conversion Price
          shall  be  recomputed accordingly as of the close of business one such
          record  date  and  thereafter  the  Series A Conversion Price shall be
          adjusted  pursuant to this subsection as of the time of actual payment
          of  such  dividends  or  distributions; and provided further, however,
          that  no  such  adjustment  shall  be  made if the holders of Series A
          Convertible  Preferred  Stock simultaneously receive (x) a dividend or
          other  distribution of shares of Common Stock in a number equal to the
          number  of  shares  of Common Stock as they would have received if all
          outstanding  shares  of  Series A Convertible Preferred Stock had been
          converted  into  Common  Stock  on  the  dale  of such event or (ii) a
          dividend  or  other  distribution  of  shares  of Series A Convertible
          Preferred  Stock  that  arc convertible, as of the date of such event,
          into  such  number of shares of Common Stock as is equal to the number
          of additional shares of Common Stock being issued with respect to each
          share of Common Stock in such dividend or distribution.

<PAGE>

          (g)  Adjustments  for  Other  Dividends  and  Distributions.  If  the
               ------------------------------------------------------
     Corporation  at  any  time or from time to time after the Series A Original
     Issue  Date shall make or issue, or fix a record date for the determination
     of  holders  of  capital  stock  of  the Corporation entitled to receive, a
     dividend  or  other  distribution  payable in securities of the Corporation
     (other  than  a  distribution  of  shares  of  Common  Stock  in respect of
     outstanding shares of Common Stock) or in other property, then, and in each
     such  event,  the  holders  of  Series  A Convertible Preferred Stock shall
     receive,  simultaneously  with  the  distribution  to  the  holders of such
     capital stock, a dividend or other distribution of such securities or other
     property  in  an  amount  equal  to  the amount of such securities or other
     property  as they would have received if all outstanding shares of Series A
     Convertible  Preferred  Stock  had  been converted into Common Stock on the
     date of such event.

          (h)  Adjustment  for  Merger  or  Reorganization,  etc. Subject to the
               -------------------------------------------------
     provisions  of  Section  4(c)  if  there  shall  occur  any reorganization,
                     ------------
     recapitalization,  reclassification,  consolidation or merger involving the
     Corporation  in  which  the  Common Stock (but not the Series A Convertible
     Preferred  Stock)  is  converted into or exchanged for securities, cash, or
     other  property  (other  than a transaction covered by Sections 5(e),(f) or
                                                            ----------------
     (g),  then,  following  any  such  reorganization,  recapitalization,
     --
     reclassification,  consolidation,  or  merger,  each  share  of  Series  A
     Convertible  Preferred Stock shall thereafter be convertible in lieu of the
     Common  Stock  into  which  it was convertible prior to such event into the
     kind  and amount of securities, cash or other property that a holder of the
     number  of  shares  of  Common  Stock  of  the  Corporation  issuable  upon
     conversion of one share of Series A Convertible Preferred Stock immediately
     prior  to  such  reorganization,  recapitalization,  reclassification,
     consolidation,  or  merger  would have been entitled to receive pursuant to
     such  transaction; and, in such case, appropriate adjustment (as determined
     in  good  faith by the Board of Directors of the Corporation) shall be made
     in  the application of the provisions in this Section 5 with respect to the
                                                   ---------
     rights  and interests thereafter of the holders of the Series A Convertible
     Preferred Stock, to the end that the provisions set forth in this Section
                                                                       -------
     5. (including  provisions  with respect to changes in and other adjustments
     --
     of the Series A Conversion mice) shall thereafter be applicable, as nearly
     as reasonably  may  be,  in  relation  to any  securities or other property
     thereafter  deliverable  upon  the  conversion  of the Series A Convertible
     Preferred Stock.

          (i)  Certificate  as  to  Adjustments.  Upon  the  occurrence  of each
               --------------------------------
     adjustment  or  readjustment  of  the Series A Conversion Price pursuant to
     this  Section  5 ,the  Corporation,  at its  expense, shall, as promptly as
           ----------
     reasonably  practicable,  but  in  any  event  not later than ten (10) days
     thereafter,  compute such adjustment or readjustment in accordance with the
     terms  hereof  and  famish to each holder of Series A Convertible Preferred
     Stock  a  certificate  setting  forth  such  adjustment  or  readjustment
     (including  the  kind and amount of securities, cash or other property into
     which  the Series A Convertible Preferred Stock is convertible) and showing
     in  detail  the  facts upon which such adjustment or readjustment is based.
     The  Corporation  shall,  as  promptly  as reasonably practicable after the
     written request at any time of any holder of Series A Convertible Preferred
     Stock  (but  in any event not later than ten (10) days thereafter), furnish
     or  cause  to  be furnished to such holder a certificate setting forth (i1)
     the Series A Conversion Price then in effect, and (if) the number of shares
     of Common Stock and the type and amount, if any, of other securities, cash,
     or  property  that  then  would be received upon the conversion of Series A
     Convertible Preferred Stock.

          (j)  Notice of Record Date. In the event:
               --------------------

               (i)  the  Corporation  shall  take a record of the holders of its
          Common  Stock  (or other stock or securities at the time issuable upon
          conversion  of  the  Series  A  Convertible  Preferred  Stock) for the
          purpose of entitling or enabling them to receive any dividend or other
          distribution, or to receive any right to subscribe for or purchase any
          shares  of  stock  of any class or any other securities, or to receive
          any other right; or

               (ii)  of  any  capital  reorganization  of  the  Corporation, any
          reclassification of the Common Stock of the Corporation, or any Deemed
          Liquidation Event; or

               (iii)  of  the voluntary or involuntary dissolution, liquidation,
          or  winding  up  of  the Corporation, then, and in each such case, the
          Corporation will send or cause to be sent to the holders of the Series
          A Convertible Preferred Stock a notice specifying, as the case may be,
          (i) the record date for such dividend, distribution, or right, and the
          amount and character of such dividend, distribution, or right, or (ii)
          the  effective  date  on  which such reorganization, reclassification,
          consolidation,  merger,  transfer,  dissolution,  liquidation,  or
          winding-up  is  proposed  to take place, and the time, if any is to be
          fixed,  as  of-which  the  holders  of record of Common Stock (or such
          other  stock or securities at the time issuable upon the conversion of
          the  Series  A  Convertible  Preferred  Stock)  shall  be  entitled to

<PAGE>

          exchange  their  shares  of  Common  Stock  (or  such  other  stock or
          securities)  for  securities  or  other property deliverable upon such
          reorganization,  reclassification,  consolidation,  merger,  transfer,
          dissolution,  liquidation, or winding-up, and the amount per share and
          character  of  such  exchange  applicable  to the Series A Convertible
          Preferred  Stock  and  the  Common Stock. Such notice shall be sent at
          least ten (10) days prior to the record date or effective date for the
          event  specified in such notice. Any notice required by the provisions
          hereof  to  be  given  to  a  holder of shares of Series A Convertible
          Preferred  Stock  shall  be deemed sent to such holder if deposited in
          the  United States mail, postage prepaid, and addressed to such holder
          at his, her, or its address appearing on the books of the Corporation.

          (k) Limitation on Conversion. In no event shall any holder be entitled
              -----------------------
     to convert any share of Series A Convertible Preferred Stock, nor shall the
     Corporation  have  the obligation to convert such share to the extant that,
     after  such conversion, the sum of (i) the number of shares of Common Stock
     beneficially  owned  by any holder and its affiliates (other than shares of
     Common  Stock  which may be deemed beneficially owned through the ownership
     of  the  unconverted portion of the Series A Convertible Preferred Stock or
     any  unexercised right held by any holder subject to a similar limitation),
     and  (i) the number of shares of Common. Stock issuable upon the conversion
     of  the  shares.  of  Series  A Convertible Preferred Stock with respect to
     which  the  determination  of  this  proviso is being made, would result in
     beneficial ownership by any holder and its affiliates of more than 4.99% of
     the  outstanding  shares  of  Common  Stock  (after taking into account the
     shares  to  be  issued to the holder upon such conversion). For purposes of
     this  Section  5(d), beneficial ownership shall be determined in accordance
           ------------
     with  Section  13(d)  of  the  Securities Exchange Act of 1934, as amended.
     Nothing  herein  shall  preclude  the holder from disposing of a sufficient
     number  of other shares of Common Stock beneficially owned by the holder so
     as  to thereafter permit the continued conversion of the shares of Series A
     Convertible Preferred Stock.

     6. Mandatory Conversion. The Corporation shall have the conversion rights
        --------------------
        as follows:

          a.  If,  at any time after the Effective Date (as such term is defined
     in  Steelier).  9  below), (i) the Closing Price on the Common Stock of the
         --------    -
     Corporation  equals  or exceeds $2.00 per share for a period of twenty (20)
     consecutive  Trading  Days  aid  (ii) the Corporation's Common Stock has an
     average  trading volume in excess of 100,000 shares per Trading Day for the
     same  twenty  (20)  Trading  Days  (the  "MANDATORY  CONVERSION DATE"), the
     Corporation  may convert the shares of Series A Convertible Preferred Stock
     into  registered  shares  of  Common  Stock of the Corporation based on the
     Fixed Conversion. Price.

          b.  All  holders of record of shares of Series A Convertible Preferred
     Stock  shall  be  given written notice of the Conversion Date and the place
     designated  for  mandatory  conversion  of  all  such  shares  of  Series A
     Convertible  Preferred  Stock  pursuant to this Section 6. Such notice need
                                                     ---------
     not  be  given  in  advance  of the occurrence of the Conversion Date. Such
     notice shall be sent by first class or registered mail, postage prepaid, or
     given  by electronic communication in compliance with the provisions of the
     Florida  Business  Corporation  Act,  to  each  record  holder  of Series A
     Convertible  Preferred  Stock.  Upon receipt of such notice, each holder of
     shores  of Stains A Convertible Preferred Stock shall surrender his, her or
     its  certificate(s)  for  all  such  shares to the Corporation at the place
     designated  in  such  notice, and shall thereunder receive certificates for
     the  number  of  shares  of  Common  Stock to which such holder is entitled
     pursuant  to this, Section6. On the Conversion Date, all outstanding shares
                        --------
     of  Series  A  Convertible  Prefer-red  Stock  shall be deemed to have been
     converted  into  shares  of  Common  Stock,  which  shall  be  deemed to be
     outstanding  of  record,  and  all  rights  with  respect  to  the Series A
     Convertible  Preferred Stock so converted, including the rights, if any, to
     receive  notices and to vote (other than as a holder of Common Stock), will
     terminate, except the right of the holders thereof, upon surrender of their
     certificate(s)  therefor,  to receive certificates for the number of shares
     of  Common  Stock  into which such Series A Convertible Preferred Stock has
     been  converted,  and payment of any declared but unpaid dividends thereon.

<PAGE>

     If  so required by the Corporation, certificates surrendered for conversion
     shall  be  endorsed  or accompanied by written instruments) of transfer, in
     form  satisfactory  to  the  Corporation,  duly  executed by the registered
     holder  or  by his, her or its attorney duly authorized in writing. As soon
     as  practicable  after  the  Conversion  Date  and  the  surrender  of  the
     certificate(s)  for  Series  A Convertible Preferred Stock, the Corporation
     shall  cause  to be issued and delivered to such holder, on his, her or its
     written  order, a certificate or certificates for the number of full shares
     of  Common  Stock  issuable  on  such  Conversion  in  accordance  with the
     provisions hereof.

          c.  All  certificates  evidencing  shares  of  Series  A  Convertible
     Preferred  Stock  that  are  required  to be surrendered for conversion in.
     accordance  with the provisions hereof shall, from and after the Conversion
     Date, be deemed to have been retired and cancelled and the shares of Series
     A  Convertible  Preferred  Stock  represented thereby converted into Common
     Stock  for  all  purposes,  notwithstanding  the  failure  of the holder(s)
     thereof  to  surrender  such  certificate(s) on or prior to such date. Such
     converted  Series  A  Convertible  Preferred  Stock  may not be reissued as
     shares  of  such  Series,  and  the  Corporation  may  thereafter take such
     appropriate  action  (without  the  need  for stockholder action) as may be
     necessary to reduce the authorized number of shares of Series A Convertible
     Preferred Stock accordingly.

     7.     Redemption.
            -----------

          a.  OptionalRedemption. The Corporation shall not at any time have the
              ------------------
     right  at  its  election to call or to redeem all or any shares of Series A
     Convertible  Preferred  Stock.  Upon  the occurrence of a Change in Control
     Event  (as  defined  below),  the  holders  of  at  least a majority of the
     then-outstanding  shares  of  Series  A Convertible Preferred Stock, voting
     together  as  a single class, may elect, at anytime within twenty (20) days
     after  the  occurrence  of  the  Change  in  Control Event (the "REDEMPTION
     PERIOD"),  to  cause  the  Corporation  to redeem all, or a portion, of the
     Series  A  Convertible  Preferred Stock by delivering written notice to the
     Corporation  (the "REDEMPTION NOTICE"). The Redemption Notice shall specify
     the  holders  that  have  elected  to  have his or its Series A Convertible
     Preferred  Stock redeemed and the number of shares that each such holder is
     electing  to  have  redeemed  (collectively,  the  "REDEEMED  SHARES"). The
     Corporation shall provide notice to the holders of the Series A Convertible
     Preferred  Stock,  or  the  Preferred  Stock Representative, if any, within
     three  (3)  days  of the occurrence of the. Change in Control Event. Within
     twenty  (20)  days  of  receipt of a the Redemption Notice, the Corporation
     shall  redeem  the  Redeemed  Preferred Stock using funds legally available
     therefor.

          b.  Redemption  Price  and Payment. The Series A Convertible Preferred
              ------------------------------
     Stack to be redeemed on the Redemption Date shall be redeemed by paying for
     each  share  cash  in  an amount equal to (a) the Stated Value per share of
     each  such  share  plus  (b) an amount equal to the total amount of (i) all
     dividends  accrued  and unpaid on each such share to the date such share is
     redeemed,  whether  or  not declared, and (ii) all other dividends declared
     and  unpaid  on  each such share through the date of actual redemption (the
     "REDEMPTION  PRICE").  Such payment shall be made in full on the Redemption
     Date  to  the  holders  entitled thereto with respect to their shares being
     redeemed  on  such  date. If the funds of the Corporation legally available
     for  redemption  of Series A Convertible 'Preferred Stock on the Redemption
     Date  are  insufficient  to  redeem  the  number  of  shares  of  Series  A
     Convertible Preferred Stock required under this Section 7 to be redeemed on
                                                     ---------
     such  date,  those funds which are legally available will be used to redeem
     the  shares  of  Series A Convertible Preferred Stock to be redeemed on the
     Redemption  Date and the maximum possible number of such shares of Series A
     Convertible Preferred Stock ratably if the funds of the Corporation legally
     available  therefor  are  insufficient  to  redeem  all  shares of Series A
     Convertible  Preferred  Stock. At any time thereafter when additional funds
     of  the Corporation become legally available for the redemption of Series A
     Convertible  Preferred  Stock,  such  funds will be used, at the end of the
     next  succeeding  fiscal  quarter,  to  redeem the balance of the shares of
     Series  A Convertible Preferred Stock which the Corporation was theretofore
     obligated to redeem, ratably.

          c.  Redemption  Notice by theCorporation. At least twenty (20) but not
              ------------------------------------
     more  than  thirty  (30)  days prior to the Redemption Date, written notice
     (the  "CORPORATION REDEMPTION NOTICE") shall be given by the Corporation by
     mail,  postage  prepaid,  by  reputable  overnight  delivery service, or by
     facsimile  transmission, to each holder of record (at the close of business
     on  the  business day next preceding the day on which the Redemption Notice
     is  given) of shares of Series A Convertible Preferred Stock notifying such
     holder  of  the  redemption and specifying the Redemption Price, Redemption
     Date  and  the  place  where  the  said  Series A Redemption Price shall be
     payable.

          d.  Surrender  of Certificates. On or before the applicable Redemption
              ------------------------
     Date,  each  holder  of  shares of Series A Convertible Secured Stock to be
     redeemed on such Redemption Date, unless such holder has exercised his, her

<PAGE>

     or  its right to convert such shares as provided in Section X hereof, shall
     surrender  the  certificate(s) representing such shares to the Corporation,
     in  the  manner  and  at the place designated in the Corporation Redemption
     Notice,  and  thereupon,  the  Redemption  Price  for  such shares shall be
     payable  to  the  order  of  the  person  whose  tame  appears  on  such
     certificate(s) as the owner thereof, and each surrendered certificate shall
     be cancelled and retired,

          e.  Redeems  or Otherwise  Acquired Share.  Any  shares  of  Series  A
              -----------------------------------
     Convertible  Preferred Stock that are redeemed or otherwise acquired by the
     Corporation  or  any  of  its  subsidiaries  shall  be  automatically  and
     immediately  cancelled  and  shall  not  be  reissued, sold or transferred.
     Neither the Corporation nor any of its subsidiaries may exercise any voting
     or  other  rights  granted to the holders of Series A Convertible Preferred
     Shares following redemption.

     8.      Waiver. Any of the rights, powers, or preferences of the holders of
             -------
Series  A  Convertible  Preferred  Stock  set  forth herein may be waived by the
affirmative  consent or vote of the holders of at least a majority of the shares
of  Series  A  Convertible  Preferred  Stock  then  outstanding.

     9.     Definitions.  As  used  herein,  the  following terms shall have the
            ------------
following  meanings:

          a.  "AFFILIATE"  means  with  respect  to any individual, corporation,
              ----------
     partnership,  association,  trust,  or  any  other  entity (in each case, a
     "PERSON"), any Person that, directly or indirectly, Controls, is Controlled
     -------
     by,  or  is  under  common  Control  with  such  Person,  including without
     limitation,  any  general  partner,  executive officer, or director of such
     Person  or  any  holder of ten percent or more of the outstanding equity or
     voting power of such Person.

          b.  "CHANGE  IN CONTROL EVENT" shall mean a transaction or a series of
              -------------------------
     related  transactions  which  result  in  a  Person  and Affiliates of such
     Person,  other  than  the  Founders  (as defined in the Securities Purchase
     Agreement), acquiring, in the aggregate, 50.1% or more of the Corporation's
     outstanding  voting  securities  that  would be deemed to be a person under
     Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

          c.  "CLASS  B  WARRANTS"  means  warrants  for  the  purchase  of  the
              ------------------
     Corporation's  Common Stock having the same terms, conditions, and exercise
     price  as the class B Warrants originally issued pursuant to the Securities
     Purchase Agreement.'

          d.  "CLOSING  PRICE"  for  any  day means: (i) the last reported sales
              ---------------
     price  regular  way  of  the  Common  Stock  on  such  day on the principal
     securities exchange on which the Common Stock is then listed or admitted to
     trading  or  on  Nasdaq, as applicable, (ii) if no sale takes place on such
     day  on  any  such securities exchange or system, (iii) if on such day such
     shares  of  Common  Stock are not then listed or admitted to trading on any
     securities  exchange  or system, the last reported sale price, regular way,

<PAGE>

     on such day for the Common Stock in the domestic over-the-counter market as
     reported  by  the  National  Quotation  Bureau,  Incorporated, or any other
     successor  organization,  or  (iv)  if no sale takes place on such day, the
     average  of  the  high  and  low bid price of the Shares on such day in the
     domestic  over-the-counter  market  as  reported  by the National Quotation
     Bureau, Incorporated, or any other successor organization, or (v) if no bid
     and  asked  prices  of  any  of  the market markers for the Common Stock as
     reported  in  the "pink sheets" by the Pink Sheets LLC. If at any time such
     shares of Common Stock are not listed on any domestic exchange or quoted in
     the  NASDAQ  System  or the domestic over-the-counter market or reported in
     the "pink sheets," the Closing Price shall be the fair market value thereof
     determined  by an independent appraiser selected in good faith by the Board
     of Directors of the Corporation.

          e.  "COMMON STOCK" means shares of the Corporation's common stock, par
              -------------
     value $0.001 per share.

          f. "CONTROL" means the possession, directly or indirectly, of power to
             --------
     direct  or  cure  the  direction of management or policies (whether through
     ownership of voting securities or by agreement or otherwise).

<PAGE>

          g.  "CONVERSION  DATE" shall mean either (1) the Effective Date of the
              -----------------
     Corporation's  SB-2 Registration Statement, or (2) the date that the holder
     of  the Series A Preferred Stock has satisfied the minimum one year holding
     requirements set forth in SEC Rule 144(d).

          h.  "EFFECTIVE DATE" shall mean the date on which the SEC declares the
              --------------
     Corporation's  SB-2 Registration Statement filed pursuant to Section 3.1 of
     the Securities Purchase Agreement effective.

          i.  "MARKET  PRICE"  shall  mean  the  average of the five (5) Closing
              -------------
     Prices  of  the  Corporation's  Common  Stock for the five (5) Trading Days
     preceding  the date or the date that the dividend is due or a conversion is
     to occur.

          j. "PERSON" shall mean any individual, partnership, firm, corporation,
             -------
     association, trust, unincorporated organization or other entity, as well as
     any  syndicate  group  that  would  be  deemed to be a person under Section
     13(d)(3) of the Securities Exchange Act of 1934, as amended.

          k.  "SEC"  means  the United States Securities and Exchange Commission
              -----
     "SEC  Rule  144" means Rule 144 promulgated by the SEC under the Securities
     Act.

          l.  "SECURITIES ACT" means the Securities Act of 1933, as amended, and
              ---------------
     the rules and regulations promulgated thereunder.

          m.  "SECURITIES  PURCHASE  AGREEMENT"  means  the  Securities Purchase
              --------------------------------
     Agreement  dated  on  or  about               ,  2005,  by  and between the
                                   ----------------
     Corporation, Teizuit Technologies, Inc., Telzuit Technologies, LLC, Michael
     J. Vosch, James P. Tolan, and Don Sproat, and each of the persons listed on
     Exhibit A attached thereto purchasing Series A Convertible Preferred Stock.
     ---------

          n.  "SUBSIDIARY" shall mean any corporation, association, partnership,
              -----------
     limited liability company or other business entity of which more than fifty
     percent  (50%)  of  the  total  voting  power  is,  at  the  time, owned or
     controlled,  directly  or  indirectly, by the Company or one or more of the
     other Subsidiaries of the Company or a combination thereof.

          o.  "TRADING  DAY"  means  a  day  on  which  the securities exchange,
              --------------
     association, or quotation system on which shares of Common Stock are listed
     for  trading  shall  be open for business or, if the shares of Common Stock
     shall  not be listed on such exchange, association, or quotation system for
     such  day, a day with respect to which trades in the United States domestic
     over-the-counter market shall be reported.

     IN  WITNESS WHEREOF, this Certificate of Designation has been executed by a
duly  authorized officer of the Corporation on this 22nd day of June, 2005.


                               TAYLOR MADISON CORP.

                               /s/ Don Sproat
                               -----------------------------
                               Name:  Don  Sproat
                               Title: Chief Executive Office

<PAGE>

                               FIRST AMENDMENT TO
                          THE ARTICLES OF AMENDMENT TO
                            ARTICLES OF INCORPORATION
                                       OF
                              TAYLOR MADISON CORP.
                     DESIGNATIONS, PREFERENCES AND RIGHTS OF
                              SERIES A CONVERTIBLE
                                 PREFERRED STOCK

     WHEREAS, on June 22, 2005, Taylor Madison Corp., a Florida Corporation (the
"Corporation")  filed an Articles of Amendment to the Articles of Incorporation,
Designations,  Preferences  and  Rights  of Series A Convertible Preferred Stock
(the  "June  Amendment");

     WHEREAS,  the  Corporation  wishes  to  amend  the  June  Amendment;

     NOW  THEREFORE,  pursuant  to  the  Florida  Business  Corporation Act, the
Corporation  hereby  amends  the  June  Amendment,  as  follows:

     The  number  "5,000,000" appearing in the first unnumbered paragraph of the
June  Amendment  is  deleted and replaced with the number "7,700,000" The number
".0001"  appearing  in  the  first unnumbered paragraph of the Tune Amendment is
deleted  and  replaced  with  the  number  ".001"

     The  Corporation hereby certifies that pursuant to authority conferred upon
its  Board  of  Directors  (the "BOARD") by the Articles of Incorporation of the
Corporation,  and  by  the provisions of Sections 607.0601, .0602, .0704, .0821,
..1003,  and  .1006,  Florida Statutes, by unanimous written consent of the Board
dated  June  22,  2005,  has  adopted  the  foregoing  amendment.

     IN  WITNESS  WHEREOF,  the  Corporation  has caused this First Amendment to
Articles  of  Amendment to be prepared under the signature of its President this
27th  day  of  June,  2005.

                                     TAYLOR  MADISON  CORP.

                                  By: /s/ Don Sproat
                                     ----------------------
                                     Donald Sproat
                                     President & Chief Executive Officer

<PAGE>

                            ARTICLES OF AMENDMENT TO
                          ARTICLES OF INCORPORATION OF
                              TAYLOR MADISON CORP.

              *       *       *       *       *     *      *     *

     TAYLOR  MADISON  COIF  a  Florida  Corporation  (the "Corporatism"), hereby
certifies  as  follows:

     1.     The  Articles  of Incorporation of the Corporation, originally filed
with  the  Florida  Department  of State on September 26, 2001 (the "Articles of
incorporation"), are hereby amended by deleting the present fame of Article 1 in
its  qty  and  by  substituting,  in  lieu  thereof,  the  following:

                                    ARTICLE I
                                    ---------
                                      NAME
                                      ----

     The  name of the corporation The "Corporation") is "TELZUIT MEDICAL MEDCIAL
TECHNOLOGIES,  INC."

     2.     The  Articles  of  Incorporation  are hereby amended by deleting the
first  paragraph  of  Article  4  in  its  entirety and by substituting, in lieu
thereof,  the  following:

                                     ARTICLE 4
                                     ---------
                                   CAPITALSTOCK
                                   ------------

     The total number of shares of stock the Corporation shall have authority to
issue  is  (i)  100,000,000  shares  of  Common  Stock $,001 par value per share
("Common  Stock"),  and  (ii)  10,000,000  shares of Preferred Stock, $. 001 par
value  per  share  ("Preferred  Stock").

     3.     The  foregoing  amendments shall become effective as of the close of
business  on  the  date  these Articles of Amendment are approved by the Florida
Department  of  State  and  all  filing  fees  then  due  have been paid, all in
accordance  with  the  corporation  laws  of  the  State  of  Florida.

     4.     The  amendments  recited  in  Sections  1 and 2 above have been duly
adopted  in  accordance  with  the  provisions  of  Sections 607.1003 and .1006,
Florida  Statutes,  at  a special meeting of the shareholders held on August 18,
2005;  and  the  number  of  votes  east  for  each
anent  by  the  shareholders  having  been  sufficient  for  approval.

     IN  WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to  be  prepared under the *manna of its President this 8th day of August, 2005.


                                     TAYLOR MADISON CORP.

                                     By: /s/ Don Sproat
                                         ---------------------
                                         Don Sproat, President

<PAGE>