CONVERSION OF DEBT TO EQUITY AGREEMENT
This Conversion of Debt to Equity Agreement dated November , 2004
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("Agreement") is by and between Taylor Madison Corp., a Florida corporation
("TMDN"), and Xxxxxx Xxxxxxx, an individual ("Lallouz"), Xxxxxxx X. Xxxxxxxxx,
an individual ("Xxxxxxxxx"), and Omniscent Corp., a Florida Corporation
("Omniscent").
W I T N E S S E T H:
WHEREAS, Lallouz, Xxxxxxxxx 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 Xxxxxxxxx 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, Xxxxxxxxx and
Omniscent; and
WHEREAS, Lallouz, Xxxxxxxxx and Omniscent desire to receive TMDN's Common
Stock in exchange for, and in full satisfaction of, the Debt; and
WHEREAS, TMDN, Lallouz, Xxxxxxxxx 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 Xxxxxxxxx as consideration and full satisfaction
of $120,000 owed to Xxxxxxxxx, the adequacy of which Xxxxxxxxx
hereby acknowledges and accepts.
c) TMDN hereby agrees to issue 7,613,000 restricted shares of its
Common Stock to Omniscent as consideration and full satisfaction
of $262,658 owed to Omniscent, the adequacy of which Omniscent
hereby acknowledges and accepts.
2. Mutual Representations, Covenants and Warranties.
(a) The parties have all requisite power and authority, corporate or
otherwise, to execute and deliver this Agreement and to
consummate the transactions contemplated hereby and thereby. The
parties have duly and validly executed and delivered this
Agreement and will, on or prior to the consummation of the
transactions contemplated herein, execute, such other documents
as may be required hereunder and, assuming the due authorization,
execution and delivery of this Agreement by the parties hereto
and thereto, this Agreement constitutes, the legal, valid and
binding obligation of the parties enforceable against each party
in accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally
and general equitable principles.
(b) The execution and delivery by the parties of this Agreement and
the consummation of the transactions contemplated hereby and
thereby do not and shall not, by the lapse of time, the giving of
notice or otherwise: (a) constitute a violation of any law; or
(b) constitute a breach or violation of any provision contained
in the Articles of Incorporation or Bylaws, or such other
document(s) regarding organization and/or management of the
parties, if applicable; or (c) constitute a breach of any
provision contained in, or a default under, any governmental
approval, any writ, injunction, order, judgment or decree of any
governmental authority or any contract to which TMDN, Xxxxxxxxx,
Omniscent, or Lallouz is a party or by which TMDN, Xxxxxxxxx,
Omniscent or Lallouz is bound or affected.
3. Tradability of Shares. The shares of the Common Stock of the TMDN to
be issued to Lallouz, Wellikoff, and Omniscent have not been
registered under the 1933 Act, nor registered under any state
securities law, and are "restricted securities" as that term is
defined in Rule 144 under the 0000 Xxx. The securities may not be
offered for sale, sold or otherwise transferred except pursuant to an
effective registration statement under the 1933 Act, or pursuant to an
exemption from registration under the 1933 Act. The shares to be
issued to Lallouz, Xxxxxxxxx and Omniscent will bear an appropriate
restrictive legend to this effect.
4. Miscellaneous.
(a) Assignment. All of the terms, provisions and conditions of this
Agreement shall be binding upon and shall inure to the benefit of
and be enforceable by the parties hereto and their respective
successors and permitted assigns.
(b) Applicable Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of Florida, excluding
any provision which would require the use of the laws of any
other jurisdiction.
(c) Entire Agreement, Amendments and Waivers. This Agreement
constitutes the entire agreement of the parties hereto and
expressly supersedes all prior and contemporaneous understandings
and commitments, whether written or oral, with respect to the
subject matter hereof. No variations, modifications, changes or
extensions of this Agreement or any other terms hereof shall be
binding upon any party hereto unless set forth in a document duly
executed by such party or an authorized agent or such party.
(d) Faxed Copies. For purposes of this Agreement, a faxed signature
will constitute an original signature.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
TAYLOR MADISON CORP. XXXXXX XXXXXXX
/s/ Xxxxxxx Xxxx /s/ Xxxxxx Xxxxxxx
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Xxxxxxx Xxxx
Chief Financial Officer
Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx
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Omniscent Corp.
By: /s/ Xxxxxx Xxxxxxx
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Its: President
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Printed Name: /s/ Xxxxxx Xxxxxxx
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