STRATHMORE
INVESTMENTS, INC.

    SENIOR
SECURED WORKING CAPITAL NOTE

    


    
      
        
        

        
          	
                  Issue
      Date:

                	 
      	
                  ___,
      200_

                	 
      	 
      	 
      	
                  $____________

                	 
      


        

      

    

    


    FOR VALUE RECEIVED, STRATHMORE
INVESTMENTS, INC., a Delaware corporation (also known as Cellular Blowout and
referred to herein as the “Company”), hereby
promises to pay to the order of OmniReliant Holdings, Inc. or its permitted
successors or assigns (the “Holder”) the
principal amount of ________________________ Dollars ($___________), together
with accrued and unpaid interest thereon, on or before [two years from the Issue
Date] (the “Maturity
Date”).

    


    The
Company has issued this Senior Secured Working Capital Note (this “Note”) pursuant to a
Securities Purchase Agreement, dated as of April ___, 2009 (the “Securities Purchase
Agreement”).  The Senior Secured Working Capital Notes issued
by the Company pursuant to the Securities Purchase Agreement, including this
Note, are collectively referred to herein as the “Notes.”

    


    The
Company’s obligations under the Notes, including, without limitation, its
obligation to make payments of interest thereon, are secured by the assets and
properties of the Company pursuant to a Security Agreement, dated as of _____,
200_, by and between the Company and the Holder.  The following terms
shall apply to this Note:

    


    1.           DEFINITIONS.

    


    (a)           Defined
Terms.  The following terms shall apply to this
Note:

    


    “Acceleration Notice,”
“Acceleration Notice
Date” and “Acceleration Payment
Date” have the respective meanings set forth in Section 3(a) of this
Note.

    


     “Change of Control”
means the existence, occurrence or public announcement of, or entering into an
agreement contemplating, any of the following: (a) the sale, conveyance or
disposition in a single or a series of related transactions of assets whose book
value is more than fifty percent (50%) of the total book value of the assets of
the Company (other than the sale of inventory in the ordinary course of
business), (b) the effectuation of a transaction or series of transactions in
which more than fifty percent (50%) of the voting power of the Company is
transferred or otherwise disposed of; (c) the effectuation of a transaction or
series of transactions in which any of the voting power of any Subsidiary is
transferred or otherwise disposed to a Person other than the Company or another
Subsidiary; (d) the consolidation, merger or other business combination of the
Company with or into any other entity, immediately following which the prior
stockholders of the Company fail to own, directly or indirectly, at least a
majority of the voting capital stock of the surviving entity; (e) the
consolidation, merger or other business combination of any Subsidiary with or
into any other entity other than the Company or another Subsidiary; (f) a
transaction or series of transactions in which any Person or group acquires more
than fifty percent (50%) of the voting equity of the Company; (g) a transaction
or series of transactions in which any Person or group (other than the Company
or a Subsidiary) acquires any of the voting equity of a Subsidiary; and (h) the
Continuing Directors do not at any time constitute at least a majority of the
Board of Directors.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    “Continuing
Director” means, at any date, a member of the Company’s Board of
Directors (i) who was a member of such board on the Issue Date or (ii) who was
nominated or elected by at least a majority of the directors who were Continuing
Directors at the time of such nomination or election or whose election to the
Company’s Board of Directors was recommended or endorsed by at least a majority
of the directors who were Continuing Directors at the time of such nomination or
election or such lesser number comprising a majority of a nominating committee
if authority for such nominations or elections has been delegated to a
nominating committee whose authority and composition have been approved by at
least a majority of the directors who were Continuing Directors at the time such
committee was formed.

    


    “Default Interest
Rate” means the lower of eighteen (18%) and the maximum rate permitted by
applicable law or by the applicable rules or regulations of any governmental
agency or of any stock exchange or other self-regulatory organization having
jurisdiction over the Company or the trading of its securities.

    


    “Event of Default”
means the occurrence of any of the following events:

     

    (i)           a
Liquidation Event occurs or is publicly announced;

     

    (ii)           the
Company fails to make any payment of principal on this Note in full as and when
such payment is due, or the Company fails to make any payment of interest on
this Note in full as and when such payment is due, provided that the Company
shall not have been able to cure such non-payment within seven (7) Business Days
after such due date;

     

    (iii)           other
than a breach described in clause (ii) above, the Company or any Subsidiary
breaches or provides notice of its intent to breach any term, agreement or
condition of this Note or any other Transaction Document, provided that such
breach is not cured within five (5) Business Days following written notice
thereof from the Holder;

     

    (iv)           any
representation or warranty made by the Company or any Subsidiary in this Note or
any other Transaction Document was inaccurate or misleading in any material
respect as of the date such representation or warranty was made; or

     

    (v)           a
default occurs or is declared and is not cured within the applicable grace
period (if any) with respect to any instrument that evidences debt of the
Company or any Subsidiary, the effect of which default is to cause, or permit
the holder or holders of such indebtedness to cause, such indebtedness to become
due prior to its stated maturity solely to the extent that the principal amount
of any such indebtedness exceeds, individually or in the aggregate,
$5,000.

     

    “Interest” has the
meaning set forth in Section 2(a) of this Note.

    


    “Issue Date” means the
“Issue Date” as set forth on the front page of this Note.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    “Liquidation Event”
means where (i) the Company or any Subsidiary shall make a general assignment
for the benefit of creditors or consent to the appointment of a receiver,
liquidator, custodian, or similar official of all or substantially all of its
properties, or any such official is placed in control of such properties, or the
Company or any Subsidiary shall commence any action or proceeding or take
advantage of or file under any federal or state insolvency statute, including,
without limitation, the United States Bankruptcy Code, seeking to have an order
for relief entered with respect to it or seeking adjudication as a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, liquidation,
dissolution, administration, a voluntary arrangement, or other relief with
respect to it or its debts; or (ii) there shall be commenced against the Company
or any Subsidiary any action or proceeding of the nature referred to in clause
(i) above or seeking issuance of a warrant of attachment, execution, distraint,
or similar process against all or any substantial part of its property, which
results in the entry of an order for relief which remains undismissed,
undischarged or unbonded for a period of sixty (60) days; or (iii) there is
initiated the dissolution or other winding up of the Company or any material
Subsidiary, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy proceedings; or (iv) there is initiated any assignment
for the benefit of creditors or any marshalling of the material assets or
material liabilities of the Company or any Subsidiary.

    


    “Make-whole Amount”
means the Make-whole Per Diem Amount multiplied by the
number of days between and including (i) the Acceleration Notice Date or
Prepayment Date, as the case may be, and (ii) the Maturity Date.

    


    “Make-whole Per Diem
Amount” means the amount equal to (i) the product of (x) the outstanding
principal amount of this Note and (y) the Make-whole Rate divided by (ii)
365.

    


    “Make-whole Rate”
means the interest rate equal to the difference between 7% and the then current
yield rate of 1-year treasury bills on the date of determination.

    


    “Maturity Date” has
the meaning set forth in the preamble to this Note.

    


    “Scheduled Interest Payment
Date” means [INSERT FIRST CALENDAR MONTH FOLLOWING ISSUE DATE] 1, 20___
and the first Business Day of each calendar month thereafter until the date on
which the entire principal amount of this Note is paid in full, whether on the
Maturity Date or otherwise.

    


    (b)           Terms Defined in the
Securities Purchase Agreement.  Any capitalized term used but
not defined herein has the meaning specified in the Securities Purchase
Agreement.

    


    (c)           Usage.  
All definitions contained in this Note are equally applicable to the singular
and plural forms of the terms defined.  The words “hereof”, “herein”
and “hereunder” and words of similar import refer to this Note as a whole and
not to any particular provision of this Note.

    


    2.           INTEREST;
PAYMENT.

    


    (a)           Interest
Payments.  This Note shall bear interest on the unpaid
principal amount hereof (“Interest”) at an
annual rate equal to seven percent (7%), computed on the basis of a 365-day year
and calculated using the actual number of days elapsed since and including the
Issue Date or the date on which Interest was most recently paid, as the case may
be, and if not timely paid as provided herein, compounded
monthly.  The Company shall pay accrued Interest (including default
interest (if any)) in arrears (i) on each Scheduled Interest Payment Date and
(ii) on any date on which the entire or any portion of the principal amount of
this Note is paid.

    


    (b)           Maturity.  The
outstanding principal amount of this Note plus all accrued and unpaid Interest
(including default interest (if any)) hereon, plus all other amounts due
hereunder, shall be paid in full on the Maturity Date.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (c)           Payment in
Cash.  All payments on this Note shall be paid in cash by wire
transfer of immediately available funds in accordance with wire instructions
provided to the Company in writing by the Holder.

     

    (d)           Default
Interest.  Any amount of principal, Interest or any other
amount that is not paid as and when due in accordance with this Note shall bear
interest until paid at the Default Interest Rate, compounded
monthly.

     

    3.           EVENT OF DEFAULT;
ACCELERATION.

     

    In the
event that an Event of Default or a Change of Control occurs, the Holder shall
have the right, upon written notice to the Company (an “Acceleration
Notice”), to (i) accelerate the payment of (x) all unpaid principal
amount of this Note, plus (y) all accrued
and unpaid Interest (including default interest (if any)) hereon, plus (z) all other
amounts due hereunder, and (ii) cause the Company to pay all of the amounts
described in the preceding clause (i) plus the applicable
Make-whole Amount in same day funds on the Acceleration Payment Date (as defined
below).  The Acceleration Notice shall specify the date on which the
amounts described in the preceding sentence shall be paid (the “Acceleration Payment
Date”), which date must be at least four (4) Business Days following the
Business Day on which the Acceleration Notice is delivered to the Company (the
“Acceleration Notice
Date”).

     

    4.           PREPAYMENT BY THE
COMPANY.

     

    The
Company may prepay all (but not less than all) of this Note prior to the
Maturity Date by giving written notice thereof to the Holder, which notice shall
(i) specify the date on which the Company intends to prepay this Note (the
“Prepayment
Date”), and (ii) be delivered to the Holder not less than three (3)
Business Days prior to the Prepayment Date.  Any such written notice
delivered by the Company shall be irrevocable.  On the Prepayment
Date, the Company shall pay to the Holder the sum of (w) all unpaid principal
amount of this Note, plus (x) all accrued
and unpaid Interest (including default interest (if any)) hereon, plus (y) all other
amounts due hereunder, plus (z) the
applicable Make-whole Amount in same day funds.

     

    5.           MISCELLANEOUS.

     

    (a)         Successors and
Assigns.  The terms and conditions of this Note shall inure to
the benefit of and be binding upon the respective successors and permitted
assigns of the Company and the Holder. The Company may not assign its rights or
obligations under this Note except as specifically required or permitted
pursuant to the terms hereof.

    


    (b)           Governing
Law.  This Note shall be governed by and construed in
accordance with the laws of the New York, without reference to its conflict of
laws principles.

     

    (c)           Notices. Any notice,
demand or request required or permitted to be given by the Company or the Holder
pursuant to the terms of this Note shall be in writing and shall be deemed
delivered (i) when delivered personally or by verifiable facsimile transmission,
unless such delivery is made on a day that is not a Business Day, in which case
such delivery will be deemed to be made on the next succeeding Business Day,
(ii) on the next Business Day after timely delivery to an overnight courier and
(iii) on the Business Day actually received if deposited in the U.S. mail
(certified or registered mail, return receipt requested, postage prepaid),
addressed as follows:


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	 
      	
              If
      to the Company:

            
	 
      	 
      	 
      
	 
      	 
      	
              Strathmore
      Investments, Inc..

            
	 
      	 
      	
              29399
      Agoura Road

            
	 
      	 
      	
              Agoura
      Hills, California 91301

            
	 
      	 
      	
              Attention:
      President

            
	 
      	 
      	
              Fax:
      (818) 889-5610

            


    

    


    and if to
the Holder, to such address for the Holder as shall be specified appear on the
signature page of the Securities Purchase Agreement executed by the Holder, or
as shall be designated by the Holder in writing to the Company in accordance
this Section 5(c).

    


    (d)           Amendments.  No
(i) amendment to this Note or (ii) waiver of any agreement or other obligation
of the Company under this Note may be made or given except pursuant to a written
instrument executed by the Company and by the Holder, it being understood that
upon the satisfaction of the preceding condition, this and each other Note
(including any Note held by a holder thereof that did not execute the instrument
specified in the preceding clause) shall be deemed to incorporate any amendment,
modification, change or waiver effected thereby as of the effective date
thereof.  Any waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

     

    (e)           Failure to Exercise Rights
not Waiver.  No failure or delay on the part of the Holder in
the exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude any other or further exercise thereof. All rights
and remedies of the Holder hereunder are cumulative and not exclusive of any
rights or remedies otherwise available. In the event that the Company does not
pay any amount under this Note when such amount becomes due, the Company shall
bear all costs incurred by the Holder in collecting such amount, including
without limitation reasonable legal fees and expenses.

     

    (f)           Transfer of
Note.  The Holder may sell, transfer or otherwise dispose of
all or any part of this Note as long as such transfer or disposition is made
according to any applicable securities laws.  From and after the date
of any such sale, transfer or disposition, the transferee hereof shall be deemed
to be the holder of a Note in the principal amount acquired by such transferee,
and the Company shall, as promptly as practicable and at the Company’s cost and
expense, issue and deliver to such transferee a new Note identical in all
respects to this Note, in the name of such transferee. The Company shall be
entitled to treat the original Holder as the holder of this entire Note unless
and until it receives written notice of the sale, transfer or disposition
hereof.

     

    (g)           Lost or Stolen
Note.  Upon receipt by the Company of evidence of the loss,
theft, destruction or mutilation of this Note, and (in the case of loss, theft
or destruction) of indemnity or security reasonably satisfactory to the Company,
and upon surrender and cancellation of the Note, if mutilated, the Company shall
at the Company’s cost and expense execute and deliver to the Holder a new Note
identical in all respects to this Note.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    (h)           Usury.  This
Note is subject to the express condition that at no time shall the Company be
obligated or required to pay interest hereunder at a rate which could subject
the Holder to either civil or criminal liability as a result of being in excess
of the maximum interest rate which the Company is permitted by applicable law to
contract or agree to pay.  If by the terms of this Note, the Company is at
any time required or obligated to pay interest hereunder at a rate in excess of
such maximum rate, the rate of interest under this Note shall be deemed to be
immediately reduced to such maximum rate and the interest payable shall be
computed at such maximum rate and all prior interest payments in excess of such
maximum rate shall be applied and shall be deemed to have been payments in
reduction of the principal balance of this Note. 

    


    (i)           Taxes.  Any
and all payments of any kind whatsoever by the Company under or in connection
with this Note or any other Transaction Document shall be made free and clear of
and without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities of any kind whatsoever
with respect thereto, excluding taxes imposed on the net income of the Holder
(all such nonexcluded taxes, levies, imposts, deductions, charges withholdings
and liabilities, collectively or individually, the “Taxes”).  If
the Company shall be required to deduct any Taxes from or in respect of any sum
payable under or in connection with any of this Note or any other Transaction
Document to the Holder, (i) the sum payable shall be increased by the amount
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under or in connection with this Section
5(i)) the Holder shall receive an amount equal to the sum it would have received
had no such deductions been made, (ii) the Company shall make such deductions
and (iii) the Company shall pay the full amount deducted to and file any
required tax and information return with the relevant governmental authority in
accordance with applicable law.

     

    [Signature
Page to Follow]


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the Company has caused this Senior Secured Working Capital Note
to be signed in its name by its duly authorized officer on the date first above
written.

    


    STRATHMORE
INVESTMENTS, INC.

    


    
      	
              By:

            	
                

            	 
      
	 
      	
              David
      J. Bleeden

            
	 
      	
              President

            


    

     

    
      
         


      

      
        7