IRREVOCABLE POWER OF ATTORNEY AND PROXY
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Reference is made to that certain Share Exchange Agreement (the "Share
Exchange Agreement") of even date herewith by and among Telzuit Technologies,
LLC ("Telzuit LLC"), Telzuit Technologies, Inc. ("Telzuit Inc"), ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Corp. ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇"),
and each of the persons listed on Exhibit "A" attached thereto, pursuant to
which Telzuit LLC is transferring to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ all of the issued and
outstanding capital stock of Telzuit Inc, in exchange for 2,207,723 shares of
Series B Convertible Preferred Stock of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Share Exchange").
After completion of the Share Exchange, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ intends on effecting a 1
for 31 reverse stock split (the "Reverse Stock Split"). In order to allow
Telzuit LLC to exercise voting control of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pending completion of
the Reverse Stock Split, and as an inducement to Telzuit LLC to complete the
Share Exchange prior to completion of the Reverse Stock Split, the undersigned
hereby irrevocably, makes, constitutes and appoints, with regard to 8,350,000
shares of common stock of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ held in the name of the undersigned
(the "Stock"), Telzuit LLC (the "Agent"), as its true and lawful
attorney-in-fact and proxy, with full power of substitution, to represent the
undersigned or any assignee thereof at all regular and special meetings of
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or any adjournment(s) thereof, and to vote the Stock for any and
all purposes. This power of attorney and proxy shall expire upon the earlier
of: (a) the date that the Reverse Stock Split is declared effective, or (b) May
6, 2006.
All acts performed by the undersigned's attorney-in-fact pursuant to the
authority herein granted shall have the same effect on and shall inure to the
benefit of and bind the undersigned, its heirs, devisees, personal
representatives and assigns as though each such act was performed by the
undersigned; and no person dealing with the undersigned's named attorney-in-fact
and proxy shall be required to determine whether the powers herein granted have
been modified or terminated.
The undersigned confirms and acknowledges that this power of attorney and
proxy is irrevocable and is coupled with an interest and has been granted under
and is subject to the provisions of Section 607.0722 of Florida Statutes. The
undersigned further ratifies and confirms all that its named attorney, or its
substitute, shall lawfully do or cause to be done by virtue of this
authorization.
This Proxy was executed on May 6, 2005.
ZTZ Trust
By:
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustee
