NOTE
PURCHASE AGREEMENT

    


    THIS NOTE PURCHASE AGREEMENT (this
“Agreement”), effective the 4th day of June, 2010, is made by and between
OmniReliant Holdings, Inc., a Nevada corporation (the “Company”), and Vicis
Capital Master Fund, a sub-trust of the Vicis Capital Series Master Trust, a
unit trust organized and existing under the laws of the Cayman Islands (the
“Purchaser”).

    


    RECITALS:

    


    WHEREAS, pursuant to the terms and
conditions hereof, the Company wishes to sell and the Purchaser desires to
purchase a note issued by the Company in the principal amount of $1,500,000 and
the form attached hereto as Exhibit A, (the
“Bridge Note”)
in a bridge financing (“Bridge
Financing”).

     

    WHEREAS, the parties agree that the
Bridge Note shall be convertible, at the option of the Purchaser, into
securities to be issued by the Company in connection with a  future
financing (“Future
Financing”) pursuant to the terms herein set forth.

     

    NOW,
THEREFORE, the Company
and the Purchaser hereby agree as follows:

     

    ARTICLE
I

    SALE
OF BRIDGE NOTE

     

    1.1           Purchase and Sale of the
Bridge Note.  Subject to the terms and conditions hereof and in
reliance on the representations and warranties contained herein, or made
pursuant hereto, the Company will issue and sell to the Purchaser, and the
Purchaser will purchase from the Company at the closing of the transactions
contemplated hereby (the “Closing”), the Bridge Note for $1,500,000 (the
“Purchase Price”).

     

    1.2           Closing.  The
Closing shall be deemed to occur at the offices of Quarles & Brady, LLP, 411
East Wisconsin Avenue, Milwaukee, Wisconsin at 5:00 p.m. CDT on June 3, 2010 or
at such other place, date or time as mutually agreeable to the parties (the
“Closing Date”).

     

    1.3           Closing Matters. On
the Closing Date, subject to the terms and conditions hereof, the Company will
deliver to the Purchaser the Bridge Note, dated the Closing Date, in the
name of the Purchaser, and the Purchaser shall deliver to the Company the
Purchase Price in immediately available funds to the Company.

    


    ARTICLE
II

    REPRESENTATIONS
AND WARRANTIES OF COMPANY

     

    The Company hereby represents and
warrants to the Purchaser as of the date of this Agreement as
follows:



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    2.1           Organization and
Qualification.  The Company and each of its subsidiaries (the
“Subsidiaries”)  are
duly organized and validly existing and in good standing under the laws of the
jurisdiction in which they are organized, and have all requisite entity power
and authority to carry on their respective business as now
conducted.   The Company and each of its Subsidiaries are duly
qualified as a foreign corporation to do business and are in good standing in
every jurisdiction in which their ownership of property or the nature of the
business conducted by them makes such qualification necessary, except to the
extent that the failure to be so qualified or be in good standing would not have
a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect”
means (i) a material adverse effect on the legality, validity or enforceability
of any Transaction Document (as hereinafter defined), (ii) a material adverse
effect on the results of operations, assets, business, prospects or condition
(financial or otherwise) of the Company and the Subsidiaries, taken as a whole,
or (iii) a material adverse effect on the Company’s ability to perform in any
material respect on a timely basis its obligations under any Transaction
Document.

     

    2.2           No
Violation.  Neither the Company nor any of its Subsidiaries is
in violation of: (a) any of the provisions of its certificate of
incorporation, bylaws or other organizational or charter documents; or
(b) any judgment, decree or order or any statute, ordinance, rule or
regulation applicable to the Company or any such Subsidiary, except for possible
violations which would not, individually or in the aggregate, have a Material
Adverse Effect.

     

    2.3           Authorization; Enforcement;
Validity. The Company has the requisite corporate power and authority to
enter into and perform its obligations under this Agreement, the Bridge Note,
and each of the other agreements or instruments entered into or delivered by the
parties hereto in connection with the transactions contemplated by this
Agreement (collectively, the “Transaction
Documents”) and to issue the Bridge Note in accordance with the terms
hereof. The execution and delivery of the Transaction Documents by the Company
and the consummation by the Company of the transactions contemplated hereby and
thereby, including, without limitation, the issuance of the Bridge Note, have
been duly authorized by the board of directors of the Company (the “Board”), and
no further consent or authorization is required by the Company, the Board or its
stockholders. This Agreement and the other Transaction Documents of even date
herewith have been duly executed and delivered by the Company, and constitute
the legal, valid and binding obligations of the Company enforceable against the
Company in accordance with their respective terms, except (i) as such
enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws
relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies, or (ii) as any rights to indemnity or contribution
hereunder may be limited by federal and state securities laws and public policy
consideration.

     

    2.4           No Conflicts. The
execution, delivery and performance of the Transaction Documents by the Company
and the consummation by the Company of the transactions contemplated hereby and
thereby will not (i) result in a violation of any articles or certificate
of incorporation, any certificate of designations, preferences and rights of any
outstanding series of preferred stock or bylaws of the Company or
(ii) conflict with, or constitute a default (or an event which with notice
or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any material
agreement, indenture or instrument to which the Company is a party, or
(iii) result in a violation of any law, rule, regulation, order, judgment
or decree (including federal and state securities laws and regulations)
applicable to the Company or by which any property or asset of the Company is
bound or affected, except in the case of clauses (ii) and (iii), for such
breaches or defaults as would not be reasonably expected to have a Material
Adverse Effect.


    
      
         


      

      
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    2.5           Governmental
Consents. Except for the filing of a Form D with the Securities and
Exchange Commission (the “SEC”), the Company is not required to obtain any
consent, authorization or order of, or make any filing or registration with, any
court, governmental agency or any regulatory or self-regulatory agency or any
other person or entity in order for it to execute, deliver or perform any of its
obligations under or contemplated by the Transaction Documents, in each case, in
accordance with the terms hereof or thereof. All consents, authorizations,
orders, filings and registrations which the Company is required to obtain at or
prior to the Closing pursuant to the preceding sentence have been obtained or
effected. The Company is unaware of any facts or circumstances which might
prevent the Company from obtaining or effecting any of the
foregoing.

     

    2.6           Financial Information; SEC
Documents.  Since June 30, 2009, the Company has filed all
reports, schedules, forms, statements and other documents (“SEC Documents”)
required to be filed by it with the SEC pursuant to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of
their respective dates, the SEC Documents complied in all material respects with
the requirements of the Exchange Act and the rules and regulations of the SEC
promulgated thereunder applicable to such SEC Documents, and none of such SEC
Documents, at the time they were filed with the SEC, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. As of
their respective dates, the financial statements of the Company included in such
SEC Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally accepted accounting principles, consistently applied, during the
periods involved (except (i) as may be otherwise indicated in such
financial statements or the notes thereto, or (ii) in the case of unaudited
interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its
operations and cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments). No other
information provided by or on behalf of the Company to the Purchaser that is not
included in the SEC Documents contains any untrue statement of a material fact
or omits to state any material fact necessary in order to make the statements
therein, in the light of the circumstance under which they are or were made, not
misleading.

     

    2.7           Material
Changes.  Since the date of the latest audited financial
statements included within the SEC Reports, except as specifically disclosed in
a subsequent SEC Report filed prior to the date hereof, there has been no
Material Adverse Effect, and no event or circumstance has occurred or exists
with respect to the Company or its businesses, properties, operations or
financial condition, which, under the Exchange Act, Securities Act of 1933, as
Amended (the “Securities Act”), or
rules or regulations of any trading market, required or requires public
disclosure or announcement by the Company, but which has not been so publicly
announced or disclosed.


    
      
         


      

      
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    2.8          Compliance.  Neither
the Company nor any Subsidiary (i) is in material default under or in violation
of (and no event has occurred that has not been waived that, with notice or
lapse of time or both, would result in a default by the Company or any
Subsidiary under), nor has the Company or any Subsidiary received notice of a
claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a
party or by which it or any of its properties is bound (whether or not such
default or violation has been waived), (ii) is in violation of any order of any
court, arbitrator or governmental body, and (iii) to the knowledge of the
Company, is or has been in violation of any statute, rule or regulation of any
governmental authority, including without limitation all foreign, federal, state
and local laws applicable to its business and all such laws that affect the
environment, except in each case as could not have or reasonably be expected to
result in a Material Adverse Effect.

     

    2.9          No Disagreements with
Auditors and Lawyers.  To the knowledge of the Company, there
are no material disagreements of any kind presently existing, or reasonably
anticipated by the Company to arise, between the Company and the auditors and
lawyers formerly or presently employed by the Company.

     

    2.10        Solvency.  Based
on the financial condition of the Company as of the date hereof after giving
effect to the receipt by the Company of the proceeds from the sale of the Bridge
Note hereunder, (i) the fair saleable value of the Company’s assets exceeds the
amount that will be required to be paid on or in respect of the Company’s
existing debts and other liabilities (including known contingent liabilities) as
they mature, (ii) the Company’s assets do not constitute unreasonably small
capital to carry on its business as now conducted and as proposed to be
conducted including its capital needs taking into account the particular capital
requirements of the business conducted by the Company, and projected capital
requirements and capital availability thereof and (iii) the current cash flow of
the Company, together with the proceeds the Company would receive, were it to
liquidate all of its assets, after taking into account all anticipated uses of
the cash, would be sufficient to pay all amounts on or in respect of its
liabilities when such amounts are required to be paid.  The Company
does not intend to incur debts beyond its ability to pay such debts as they
mature (taking into account the timing and amounts of cash to be payable on or
in respect of its debt).  The Company has not taken, nor does it have
any intention to take, any steps to seek protection pursuant to any bankruptcy
or reorganization law of any jurisdiction within one (1) year from the date
hereof.  The Company does not have any knowledge, nor has it received
any written notice, that any of its creditors intend to initiate involuntary
bankruptcy proceedings, nor does it have any knowledge of any fact that, as of
the date hereof, would reasonably lead a creditor to do so.

     

    2.11        Indebtedness and Other
Contracts. Neither the Company nor any Subsidiary (a) is a party to
any contract, agreement or instrument, the violation of which, or default under,
by any other party to such contract, agreement or instrument would result in a
Material Adverse Effect, (b) is in violation of any term of or in default
under any contract, agreement or instrument relating to any indebtedness, except
where such violations and defaults would not result, individually or in the
aggregate, in a Material Adverse Effect, or (c) is a party to any contract,
agreement or instrument relating to any indebtedness, the performance of which,
in the judgment of the Company’s officers, has or is expected to have a Material
Adverse Effect.


    
      
         


      

      
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    ARTICLE
III

    REPRESENTATIONS
AND WARRANTIES OF PURCHASER

     

    The Purchaser hereby represents and
warrants to the Company as of the date of this Agreement as
follows:

     

    3.1           Organization.  The
Purchaser is a corporation, limited liability company or partnership duly
incorporated or organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or organization.

     

    3.2           Authorization.  This
Agreement has been duly authorized, validly executed and delivered by the
Purchaser and is a valid and binding agreement and obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms, subject to
limitations on enforcement by general principles of equity and by bankruptcy or
other laws affecting the enforcement of creditors’ rights generally, and the
Purchaser has full power and authority to execute and deliver this Agreement and
the other agreements and documents contemplated hereby and to perform its
obligations hereunder and thereunder.

     

    3.3           Investment
Investigation.  The Purchaser understands that no Federal,
state, local or foreign governmental body or regulatory authority has made any
finding or determination relating to the fairness of an investment in the Bridge
Note and that no Federal, state, local or foreign governmental body or
regulatory authority has recommended or endorsed, or will recommend or endorse,
any investment in the Bridge Note. The Purchaser, in making the decision to
purchase the Bridge Note, has relied upon independent investigation made by it
and has not relied on any information or representations made by third
parties.

     

    3.4           Accredited
Investor.  The Purchaser is an “accredited investor” as defined
under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as
amended (the “Securities Act”).

     

    3.5           No
Distribution.  The Purchaser is and will be acquiring the
Bridge Note for its own account, and not with a view to any resale or
distribution of the Bridge Note in whole or in part, in violation of the
Securities Act or any applicable securities laws.

     

    3.6           Resale.  The
parties intend that the offer and sale of the Bridge Note be exempt from
registration under the Securities Act, by virtue of Section 4(2) and/or Rule 506
of Regulation D promulgated under the Securities Act. The Purchaser understands
that the Bridge Note purchased hereunder have not been, and may never be,
registered under the Securities Act and that the Bridge Note cannot be sold or
transferred unless its is first registered under the Securities Act and such
state and other securities laws as may be applicable or in the opinion of
counsel for the Company an exemption from registration under the Securities Act
is available (and then the Bridge Note may be sold or transferred only in
compliance with such exemption and all applicable state and other securities
laws).

     

    3.7           Reliance.  The
Purchaser understands that the Bridge Note is being offered and sold to it in
reliance on specific provisions of Federal and state securities laws and that
the Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of the Purchaser set
forth herein for purposes of qualifying for exemptions from registration under
the Securities Act, and applicable state securities laws.


    
      
         


      

      
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    ARTICLE
IV

    COVENANTS

     

    4.1          Conversion into Securities
Issued in Future Financing.  The Company agrees that the
Purchaser may, at its option, convert all or a portion of the Bridge Note into
securities to be offered by the Company in a Future
Financing.    The Bridge Note shall convert at a rate of
$1.00 for every $1.00 in face or principal amount or stated value of the
securities offered by the Company in the Future Financing.

     

    4.2          Indemnification of
Purchaser.

     

    (a)           Subject
to the provisions of this Section 4.2, the Company will indemnify and hold
Purchaser and its directors, officers, shareholders, members, partners,
employees and agents (and any other Persons with a functionally equivalent role
of a Person holding such titles notwithstanding a lack of such title or any
other title), each Person who controls Purchaser (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, shareholders, agents, members, partners or employees (and any other
Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling
person (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims,
contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys’ fees and costs of
investigation that any such Purchaser Party may suffer or incur as a result of
or relating to (a) any untrue representation, misrepresentation, breach of
warranty or non-fulfillment of any covenant, agreement or other obligation by or
of the Company contained in any Transaction Document or in any certificate,
document, or instrument delivered by the Company to the Purchaser, relating to
the Transaction Documents or (b) any action instituted against any Purchaser
Party, or any of their respective affiliates, by any stockholder of the Company
who is not an affiliate of such Purchaser Party, solely as a result of the
Purchaser’s acquisition of the Bridge Note pursuant to this Agreement (unless
such action is based upon a breach of the Purchaser’s representations,
warranties or covenants under the Transaction Documents or any agreements or
understandings such Purchaser may have with any such stockholder or any
violations by the Purchaser Party of state or federal securities laws or any
conduct by such Purchaser Party which constitutes fraud, gross negligence,
willful misconduct or malfeasance).

     

    (b)           The
Purchaser shall promptly notify the Company of any claim, demand, action or
proceeding for which indemnification will be sought under this Agreement;
provided, that the failure of any party entitled to indemnification hereunder to
give notice as provided herein shall not relieve the Company of its obligations
under this Section 4.2 except to the extent that the Company is actually
prejudiced by such failure to give notice.


    
      
         


      

      
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    (c)           In
case any such action, proceeding or claim is brought against any Purchaser Party
in respect of which indemnification is sought hereunder, the Company shall be
entitled to participate in and, unless in the reasonable, good-faith judgment of
the Purchaser a conflict of interest between it and the Company exists with
respect to such action, proceeding or claim (in which case the Company shall be
responsible for the reasonable fees and expenses of one separate counsel for the
Purchaser Parties), to assume the defense thereof with counsel reasonably
satisfactory to the Purchaser. If the Company elects to defend any such action
or claim, then the Purchaser Parties shall be entitled to participate in such
defense (but not control) with counsel of their choice at their sole cost and
expense (except that the Company shall remain responsible for the reasonable
fees and expenses of one separate counsel for the Purchaser Parties in the event
in the reasonable, good-faith judgment of the Purchaser a conflict of interest
between the Purchaser Parties and the Company exists).

     

    (d)           In
the event that the Company advises the Purchaser Parties that it will contest
such a claim for indemnification hereunder, or fails, within thirty (30) days of
receipt of any indemnification notice to notify, in writing, such person of its
election to defend, settle or compromise, at its sole cost and expense, any
action, proceeding or claim (or discontinues its defense at any time after it
commences such defense), then the Purchaser Parties may, at their option,
defend, settle or otherwise compromise or pay such action or
claim.  In any event, unless and until the Company elects in writing
to assume and does so assume the defense of any such claim, proceeding or
action, the Purchaser Parties’ costs and expenses arising out of the defense,
settlement or compromise of any such action, claim or proceeding shall be losses
subject to indemnification hereunder.

     

    (e)           The
parties shall cooperate fully with each other in connection with any negotiation
or defense of any such action or claim and shall furnish to the other party all
information reasonably available to such party which relates to such action or
claim.  Each party shall keep the other party fully apprised at all
times as to the status of the defense or any settlement negotiations with
respect thereto.

     

    (f)           Notwithstanding
anything in this Section 4.2 to the contrary, the Company shall not, without the
Purchaser’s prior written consent, settle or compromise any claim or consent to
entry of any judgment in respect thereof which imposes any future obligation on
any Purchaser Party or which does not include, as an unconditional term thereof,
the giving by the claimant or the plaintiff to the Purchaser Parties of a
release from all liability in respect of such claim.  The
indemnification obligations to defend the Purchaser Parties required by this
Section shall be made by periodic payments of the amount thereof during the
course of investigation or defense, as and when the loss is incurred, so long as
the Purchaser Parties shall refund such moneys if it is ultimately determined by
a court of competent jurisdiction that such party was not entitled to
indemnification.  The indemnity agreements contained herein shall be
in addition to (i) any cause of action or similar rights of the Purchaser
Parties against the Company or others, and (ii) any liabilities the Company
may be subject to pursuant to applicable law.

     

    ARTICLE
V

    MISCELLANEOUS

     

    5.1           Governing
Law.  This Agreement and the rights of the parties hereunder
shall be governed in all respects by the laws of the State of New York wherein
the terms of this Agreement were negotiated, without regard to the conflicts of
laws thereof.


    
      
         


      

      
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    5.2           Survival.  Except
as specifically provided herein, the representations, warranties, covenants and
agreements made herein shall survive the Closing.

     

    5.3           Amendment.  This
Agreement may not be amended, discharged or terminated (or any provision hereof
waived) without the written consent of the Company and the
Purchaser.

     

    5.4           Successors and
Assigns.  Except as otherwise expressly provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon and
enforceable by and against, the successors, assigns, heirs, executors and
administrators of the parties hereto.  The Purchaser may assign its
rights hereunder, and the Company may not assign its rights or obligations
hereunder without the consent of the Purchaser or any of its successors,
assigns, heirs, executors and administrators.

     

    5.5           Entire
Agreement.  This Agreement and the other Transaction Documents
constitute the full and entire understanding and agreement between the parties
with regard to the subject matter hereof and thereof.

     

    5.6           Notices,
etc.  Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto prior to 5:30 p.m. (New York
City time) on a Trading Day, (b) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number set forth on the signature pages attached hereto on a day that
is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day, (c) the 2nd Trading Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service, or (d) upon actual receipt by
the party to whom such notice is required to be given.  The address
for such notices and communications shall be as set forth below:

     

    (a)           if
to the Company:


     

    OmniReliant
Holdings, Inc.

    14375
Myerlake Circle

    Clearwater,
FL 33760

    Tel:
(813) 885-5998

    Fax:
(813) 885-5911

     

    With a
Copy to:

     

    Darrin M.
Ocasio

    Sichenzia
Ross Friedman Ference LLP

    61
Broadway, 32nd Floor

    New York,
NY 10006

    Phone:
(212) 930-9700

    Fax:
(212) 930-9725


    
      
         


      

      
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    (b)           if
to a Purchaser:

     

    Vicis
Capital LLC

    Attn:
Shad Stastney

    445 Park
Avenue, 19th Floor

    New York,
NY  10022

    Phone:  (212)
909-4600

    Fax:  (212)
909-4601

     

    with a
copy to:

     

    Andrew D.
Ketter, Esq.

    Quarles
& Brady LLP

    411 East
Wisconsin Avenue

    Milwaukee,
Wisconsin 53202

    Phone:  (414)
277-5629

    Fax:  (414)
978-8972

     

    5.7           Delays or
Omissions.  No delay or omission to exercise any right, power
or remedy accruing to any holder of the Bridge Note (or any portion thereof)
upon any breach or default of the Company under this Agreement shall impair any
such right, power or remedy of such holder nor shall it be construed to be a
waiver of any such breach or default, or an acquiescence, therein, or of or in
any similar breach or default thereafter occurring; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring.  Any waiver, permit, consent or
approval of any kind or character on the part of any holder of any breach or
default under this Agreement, or any waiver on the part of any holder of any
provisions or conditions of this Agreement must be, made in writing and shall be
effective only to the extent specifically set forth in such
writing.  All remedies, either under this Agreement or by law or
otherwise afforded to any holder, shall be cumulative and not
alternative.

     

    5.8           Severability.  The
invalidity of any provision or portion of a provision of this Agreement shall
not affect the validity of any other provision of this Agreement or the
remaining portion of the applicable provision.  It is the desire and
intent of the parties hereto that the provisions of this Agreement shall be
enforced to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is
sought.  Accordingly, if any particular provision of this Agreement
shall be adjudicated to be invalid or unenforceable, such provision shall be
deemed amended to delete therefrom the portion thus adjudicated to be invalid or
unenforceable, such deletion to apply only with respect to the operation of such
provision in the particular jurisdiction in which such adjudication is
made.

     

    5.9           Expenses.  Each
party shall bear its own expenses and legal fees incurred on its behalf with
respect to the negotiation, execution and consummation of the transactions
contemplated by this Agreement.


    
      
         


      

      
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    5.10        Consent to Jurisdiction;
Waiver of Jury Trial.  EACH OF THE PARTIES TO THIS AGREEMENT
HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF
THE STATE AND FEDERAL COURTS LOCATED THE STATE AND COUNTY OF NEW YORK FOR
PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND THE TRANSACTION DOCUMENTS.  EACH OF THE PARTIES TO THIS AGREEMENT
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
PROCEEDING BROUGHT IN ANY SUCH COURTS AND ANY CLAIM THAT ANY SUCH PROCEEDING
BROUGHT IN ANY SUCH COURTS HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY SUCH LEGAL
PROCEEDING.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY CONSENTS TO
SERVICE OF PROCESS BY NOTICE IN THE MANNER SPECIFIED IN SECTION 5.6 AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION SUCH
PARTY MAY NOW OR HEREAFTER HAVE TO SERVICE OF PROCESS IN SUCH
MANNER.

     

    5.11        Titles and
Subtitles.  The titles of the articles, sections and
subsections of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.

     

    5.12        Further
Assurances.  The parties agree to execute and deliver all such
further documents, agreements and instruments and take such other and further
action as may be necessary or appropriate to carry out the purposes and intent
of this Agreement.

     

    5.13        Execution.  This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart.  In the event that any signature is delivered by
facsimile or other electronic transmission, such signature shall create a valid
and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or eletronic
signature page were an original thereof.


    
      
         


      

      
        - 10
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    IN WITNESS WHEREOF, the parties hereto
have duly executed this Note Purchase Agreement, as of the day and year first
above written.

     

    
      
        
          
            
              
                	
                        COMPANY:

                      
	 
	
                        OMNIRELIANT
      HOLDINGS, INC.

                      
	 
      
	
                        /s/ Robert DeCecco

                      
	
                        Name:
      Robert DeCecco

                      
	
                        Title:
      Chief Executive Officer

                      
	 
      
	
                        PURCHASER:

                      
	 
      
	
                        VICIS
      CAPITAL MASTER FUND

                      
	
                        By:
      Vicis Capital LLC

                      
	 
      
	
                        /s/ Keith Hughes

                      
	
                        Name:
      Keith Hughes

                      
	
                        Title:
      CFO, Vicis Capital
LLC

                      


              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    FORM
OF BRIDGE NOTE