PLACEMENT AGENT AGREEMENT

 

 

 

 

 

 

  [GRAPHIC OMITED]

Midtown PartnersTM

Member NASD & SIPC

 

 

 

                            PLACEMENT AGENT AGREEMENT

 

This   agreement   (the   "Agreement"), made as of this 29th day of April, 2005, by

and   between   Taylor Madison Corp., a Florida corporation, (the "Company"), with

its principal place of business at 2875 NE 191st Street, Suite 501, Aventura, FL

33180   and   MIDTOWN   PARTNERS   &   CO.,   LLC,   (the "Placement Agent"), a Florida

limited liability company, with its principal place of business at 7491 Estrella

Circle,   Boca   Raton,   Florida   33433,   confirms the understanding and agreement

between   the   Company   and   the   Placement   Agent   as   follows:

 

                                    SECTION I

 

The   Company hereby engages the Placement Agent as the Company's placement agent

in   connection   with   a   proposed   private   placement   in the United States (the

"Offering") of up to nine hundred thousand dollars (US$900,000) of the Company's

securities   (the   "Financing").   The Offering will be made to solely "accredited

investors"   (the "Accredited Investors"), as such term is defined in Rule 501(a)

of   Regulation D ("Regulation D") promulgated under the United States Securities

Act   of   1933,   as amended (the "Securities Act"), pursuant to an exemption from

registration   under applicable federal and state securities laws available under

Rule   506   of   Regulation   D and in accordance with the terms of this Agreement.

The   terms   and   conditions of the Financing shall be similar to those terms and

provisions   as   attached in Exhibit A hereto. The Placement Agent hereby accepts

such   engagement upon the terms and conditions set forth in this Agreement. This

Agreement   shall   not give rise to any commitment or obligation by the Placement

Agent   to   purchase any of the Financing or, except as set forth herein, to find

purchasers   for   the   Financing.

 

The   Placement   Agent   shall   provide   the   following services (the "Services"):

 

(a)      Advise   the   Company   with   regard   to   the size of the Offering and the

structure and terms of the Financing in light of the current market environment;

 

(b)      Assist   the   Company in identifying and evaluating prospective qualified

Accredited   Investors;

 

(c)      Approach   such   investors   on   a   "best   efforts   basis"   regarding   an

investment   in   the   Company;   and

 

(d)      Work   with the Company to develop a negotiating strategy and assist with

the   negotiations   with   such   potential   investors.

 

In   connection   with   the   Placement   Agent   providing the Services, the Company

agrees   to   keep   the   Placement   Agent   up to date and apprised of all material

business,   market   and   legal   developments   related   to   the   Company   and   its

operations   and   management.   The   Placement   Agent   shall   devote such time and

effort, as it deems commercially reasonable under the circumstances in rendering

 

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the   Services.   The   Placement   Agent   shall not provide any work that is in the

ordinary   purview   of a certified public accountant.   The Placement Agent cannot

guarantee results on behalf of the Company, but shall pursue all avenues that it

deems   reasonable   through   its   network   of   contacts.

 

                                   SECTION II

 

The Placement Agent, its affiliates and any person acting on its or their behalf

hereby   represent, warrant and agree as follows (the "Placement Agent Parties"):

 

(a)      The Financing offered and sold by the Placement Agent have been and will

be offered and sold in compliance with all federal and state securities laws and

regulations   governing   the registration and conduct of broker-dealers, and each

Placement   Agent   Party   making an offer or sale of Financing was or will be, at

the   time   of   any such offer or sale, registered as a broker-dealer pursuant to

Section   15(b)   of the United States Securities Exchange Act of 1934, as amended

(the   "Exchange Act"), and under the laws of each applicable state of the United

States   (unless   exempted from the respective state's broker-dealer registration

requirements),   and in good standing with the National Association of Securities

Dealers,   Inc.

 

(b)      The Financing offered and sold by the Placement Agent have been and will

be   offered and sold only to Accredited Investors in accordance with Rule 506 of

Regulation   D   and   applicable   state   securities   laws;   provided, however, the

Company shall make all necessary filings under Rule 503 of Regulation D and such

similar   notice   filings   under applicable state securities laws.   The Placement

Agent Parties represent and warrant that they have reasonable grounds to believe

and   do   believe   that   each   person to whom a sale, offer or solicitation of an

offer   to   purchase   Financing   was   or   will   be   made was and is an Accredited

Investor.   Prior   to   the sale and delivery of a Debenture to any such investor,

the   Placement   Agent Parties will obtain an executed subscription agreement and

an   executed   investors' rights agreement in the form agreed upon by the Company

and   the   Placement   Agent   (the   "Subscription   Documents").

 

(c)      In   connection with the offers and sales of the Financing, the Placement

Agent   Parties   have   not   and   will   not

 

     (1)      Offer   or   sell,   or solicit any offer to buy, any Financing by any

form   of "general solicitation" or "general advertising", as such terms are used

in Regulation D, or in any manner involving a public offering within the meaning

of   Section   4(2)   of   the   Securities   Act;

 

     (2)      Use   any   written   material other than the term sheet, that will be

approved   by   the   Company   at   a later date, and the Placement Agent, a copy of

which is attached hereto as Exhibit A, and the Subscription Documents, and shall

                            ---------

only   rely upon and communicate information that is publicly available regarding

the   Company to any potential investors (without limiting the foregoing, none of

the Placement Agent Parties is authorized to make any representation or warranty

to   any   offeree   concerning   the Company or an investment in the Financing); or

 

     (3)      Take   any   action that would constitute a violation of Regulation M

under   the   Exchange   Act.

 

(d)      The   Placement   Agent shall cause each affiliate or each party acting on

its   or their behalf with whom they enter into contractual arrangements relating

to the offer and sale of any Financing to agree, for the benefit of the Company,

to   the   same   provisions   contained   in   this   Agreement.

 

<PAGE>

 

                                   SECTION III

 

During   the   Term   (as defined below), the Placement Agent is hereby retained by

the   Company   to   make   limited introductions on a best efforts basis to provide

financing for the Company in an amount and form to be mutually determined by the

Company   and   the   Placement   Agent.

 

This   Agreement   is   based   upon   the   Company   successfully   completing a Share

Exchange   with   Telzuit   Technologies,   LLC   ("Telzuit") in conjunction with the

Closing   (as defined below) of this financing. If the Company is unsuccessful in

completing   the   Share   Exchange   within   the   Term of this Agreement, then this

Agreement   shall   become null and void and the Placement Agent shall not receive

any   fees   or   expenses.

 

                                   SECTION IV

 

The   Company   hereby   represents,   warrants   and   agrees   as   follows:

 

(a)      This   Agreement   has   been   authorized,   executed   and   delivered by the

Company   and, when executed by the Placement Agent will constitute the valid and

binding   agreement   of the Company enforceable against the Company in accordance

with   its   terms,   except   as   enforcement thereof may be limited by bankruptcy,

insolvency   or   reorganization,   moratorium or other similar laws relating to or

affecting   creditors'   rights   generally   or   by   general   equitable principles.

 

(b)      The   offer and sale of the Financing, the Shares, and the Warrants shall

be   exempt   from   registration under the Securities Act, and will comply, in all

material   respects with the requirements of Rule 506 of Regulation D promulgated

under   the Securities Act and any applicable state securities laws. No documents

prepared   by   the   Company   in connection with the Offering, or any amendment or

supplement   thereto,   contain any untrue statement of a material fact or omit to

state   any   material fact required to be stated therein or necessary to make the

statements   therein,   in   light of the circumstances under which they were made,

not   misleading.

 

(c)      The   financial   statements,   audited   and unaudited (including the notes

thereto),   included   in   the   Company's   latest   annual   information   form   and

subsequent   quarterly   reports   (the "Financial Statements"), present fairly the

financial   position   of the Company as of the dates indicated and the results of

operations   and   cash   flows   of   the   Company   for   the periods specified. Such

Financial   Statements   have   been prepared in conformity with generally accepted

accounting   principles   applied   on   a   consistent   basis throughout the periods

involved   except   as   otherwise   stated   therein.

 

(d)      No   federal,   state   or foreign governmental agency has issued any order

preventing   or   suspending   the   Offering.

 

(e)      The Company is a Florida corporation organized, existing and with active

status   under the laws of Florida, with corporate power and authority under such

laws   to   own,   lease and operate its properties and conduct its business as now

conducted.   The Company has all power, authority, authorization and approvals as

may   be   required   to   enter   into   this   Agreement and each of the Subscription

Documents,   and   to   carry out the provisions and conditions hereof and thereof,

and   to   issue   and   sell   the   Financing,   the   Shares,   and   Warrants.

 

(f)      The Financing, the Shares, the Warrants, and common shares issuable upon

exercise   of   the   Warrants (the "Warrant Shares"), have all been authorized for

issuance   and   sale   pursuant to the Subscription Documents, and when issued and

delivered   by the Company against payment therefore in accordance with the terms

of   the   Subscription   Documents,   will   be   validly   issued   and fully paid and

non-assessable.

 

<PAGE>

 

(g)      With   the   exception   of   any   approvals   required by the Securities and

Exchange   Commission   related   to   the   Offering,   no   further   approval   or

authorization of any shareholder of the Company, its Board of Directors or other

person   or   group   is   required   for the issuance and sale of the Financing, the

Shares,   the   Warrants   or   the   Warrant   Shares.

 

(h)      Since   the   latest unaudited financial statements there has not been any

(A)   material   adverse   change   in   the   business,   properties,   assets, rights,

operations,   condition (financial or otherwise) or prospects of the Company, (B)

transaction that is material to the Company, except transactions in the ordinary

course   of   business,   (C) obligation that is material to the Company, direct or

contingent, incurred by the Company, except obligations incurred in the ordinary

course   of business, (D) change that is material to the Company or in the common

shares   or   outstanding   indebtedness   of   the   Company,   or   (E)   dividend   or

distribution   of   any   kind   declared,   paid,   or   made in respect of the common

shares.

                                    SECTION V

 

The   parties   agree   that   the   close   of   the Offering (the "Closing") shall be

subject to the satisfaction of the following conditions, unless expressly waived

in   writing   by   the   parties:

 

(a)      The   Offering   shall   not   be   subject   to   any   regulatory   or judicial

proceeding   questioning   or   reviewing   its   effectiveness   for   the   purpose of

offering   the   Financing   for   sale   and   issuance.

 

(b)      The   Company   shall   deliver   a certificate of an officer of the Company

dated   as   of   the   Closing that affirms the accuracy of the representations and

warranties   contained   in   Section   IV   hereof.

 

(c)       The   Agent   shall   have   received an opinion of counsel to the Company,

dated   as of the Closing, that the Financing offered and sold in compliance with

this   Agreement   are   not   required   to   be registered under the Securities Act.

 

(d)      The   Company   shall   have paid, or made arrangements satisfactory to the

Agent   for   the payment of, all such expenses as required by Section VIII below.

 

(e)      The   Placement   Agent and the Company shall have finalized and agreed to

the   form of the warrant agreement and registration rights agreement referred to

in   Section   VIII   below.

 

                                   SECTION VI

 

(a)      The   term   of   this   Agreement   shall commence on the date first written

above   and   shall   expire   the   earlier   of   ninety (90) days after the date the

Company   (1) provides the Placement Agent with requested due diligence materials

and   (2)   the   Company   and   the Placement Agent mutually agree that information

documents   (including,   but   not limited to: a business plan; executive summary;

three-year   historical   income   statement,   statement of cash flows, and balance

sheet;   five-year   projected   financial   statements;   use of proceeds statement;

investor   presentation;   valuation analysis), to be provided and approved by the

Company,   are   ready   for   presentation   to   the   Placement   Agent's   network of

potential financing sources or the closing of the Offering, unless terminated in

accordance   with   the   provisions   set   forth   below,   or extended by the mutual

written   consent   of   the   parties   hereto   (the "Term").   This Agreement may be

terminated   only:

 

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     (1)      By   the   Company   or the Placement Agent for any reason at any time

upon   thirty   (30)   days'   prior   written   notice;   or

 

     (2)      By   the   Placement Agent upon default in the payment of any amounts

due to the Placement Agent pursuant to this Agreement, if such default cont