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doc2.txt





                     CONVERSION OF DEBT TO EQUITY AGREEMENT



     This  Conversion  of  Debt  to  Equity  Agreement  dated November    , 2004

                                                                      ---

("Agreement")  is  by  and  between  Taylor Madison Corp., a Florida corporation

("TMDN"),  and  Lucien Lallouz, an individual ("Lallouz"), Michael B. Wellikoff,

an  individual  ("Wellikoff"),  and  Omniscent  Corp.,  a  Florida  Corporation

("Omniscent").



                              W I T N E S S E T H:



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

time  to  time.



     WHEREAS,  TMDN has an aggregate of $246,700 of indebtedness that it owes to

Lallouz,  $120,000  of  indebtedness  that  it owes to Wellikoff and $262,658 of

indebtedness that it owes to Omniscent (collectively the "Debt"), as a result of

such  loans;



     WHEREAS,  TMDN  desires to satisfy the Debt by issuing shares of its common

stock,  $.001  par  value  per  share ("Common Stock") to Lallouz, Wellikoff and

Omniscent;  and



     WHEREAS,  Lallouz,  Wellikoff and Omniscent desire to receive TMDN's Common

Stock  in  exchange  for,  and  in  full  satisfaction  of,  the  Debt;  and



     WHEREAS,  TMDN,  Lallouz,  Wellikoff  and  Omniscent desire to set forth in

writing the terms and conditions of their agreement and understanding concerning

satisfaction  of  the  Debt;



     NOW,  THEREFORE, in consideration of the premises and the mutual covenants,

agreements,  and  considerations  herein  contained, the parties hereto agree as

follows:



     1.   Conversion  of  Debt  to  Equity.



          a)   TMDN  hereby  agrees  to issue 7,150,000 restricted shares of its

               Common Stock to Lallouz as consideration and full satisfaction of

               the  debt  of  $246,700  owed  to  Lallouz, the adequacy of which

               Lallouz  hereby  acknowledges  and  accepts.



          b)   TMDN  hereby  agrees  to issue 3,478,000 restricted shares of its

               Common  Stock to Wellikoff as consideration and full satisfaction

               of  $120,000  owed  to Wellikoff, the adequacy of which Wellikoff

               hereby  acknowledges  and  accepts.

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