NEITHER THIS SECURITY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS CONVERTIBLE OR EXCHANGEABLE HAVE BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION
OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE
REASONABLY ACCEPTABLE TO THE COMPANY.  THIS SECURITY AND THE
SECURITIES ISSUABLE UPON CONVERSION OR EXCHANGE OF THIS SECURITY MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
SECURITIES.

    


    
      	
              $1,500,000

            	
              _________,
      _________

            
	 
      	
              June
      4, 2010

            


    

    


    OMNIRELIANT
HOLDINGS, INC.


     

    PROMISSORY
NOTE

     

    OmniReliant
Holdings, Inc., a Nevada corporation (the "Company"), for value received, hereby
promises to pay to Vicis Capital Master Fund (the "Holder") in full in one payment, promptly upon
demand therefor, when called due by the Holder in the Holder’s sole discretion,
(such date, the "Maturity Date"), the principal amount of $1,500,000, and
all interest accrued thereon, in accordance with the terms hereof, until paid in
accordance with the terms hereof.   This Note is issued in
connection with that certain Note Purchase Agreement (the “Note Purchase
Agreement”) of even date herewith between the Company and the
Holder.

     

    1.       
    Terms of
Note.

     

    1.1.           Interest.  Interest
shall accrue on the unpaid principal balance of this Note from the date hereof
and shall be payable at the rate of eight percent (8%) per annum, computed on
the basis of a 365 day year for the actual number of days elapsed since the date
hereof, until all unpaid principal under this Note shall have been converted or
exchanged or repaid in full.

     

    1.2.           Prepayment.  No
portion of the principal amount of this Note may be paid by the Company at any
time prior to the Maturity Date.

     

    1.3.           Conversion.  This
Note shall be convertible into securities offered by the Company in a future
financing pursuant to the terms set forth in Section 4.1 of the Note Purchase
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.     
      Miscellaneous.

     

    2.1.           Titles and
Subtitles.  The titles and subtitles used in this Note are for
convenience only and are not to be considered in construing or interpreting this
Note.

     

    2.2.           Notices.  All
notices required or permitted hereunder shall be made in accordance with Section
5.6 of the Note Purchase Agreement.

     

    2.3.           Collection
Costs.  Should all or any part of the indebtedness represented
by this Note be collected by action at law, or in bankruptcy, insolvency,
receivership or other court proceedings, or should this Note be placed in the
hands of attorneys for collection after default, the Company hereby promises to
pay to the Holder, upon demand by the Holder at any time, in addition to the
outstanding principal and all (if any) other amounts payable on or in respect of
this Note, all court costs and reasonable attorneys' fees and other collection
charges and expenses incurred or sustained by the Holder.

     

    2.4.           Amendments and
Waivers.  Any term of this Note may be amended (either
generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the
Holder.  Any amendment effected in accordance with this Section 2.4
shall be binding upon the Holder and the Company and their successors and
assigns.  Any forbearance, failure or delay by the Holder in
exercising any right, power or remedy under this Note or otherwise available to
the Holder shall not be deemed to be a waiver of such right, power or remedy,
nor shall any single or partial exercise of any right, power or remedy preclude
the further exercise thereof.

     

    2.5.           Rights
Cumulative.  The
rights, powers and remedies given to the Holder under this Note shall be in
addition to all rights, powers and remedies given to it by virtue of the Note
Purchase Agreement, any document or instrument executed in connection therewith,
or any statute or rule of law.

     

    2.6.           Severability.  If
one or more provisions of this Note are held to be unenforceable under
applicable law, such provision shall be excluded from this Note and the balance
of the Note shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms.

     

    2.7.           Governing
Law.  This Note shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving effect to
its conflicts of laws principles.

     

    2.8.           Certain
Waivers.  The Company hereby irrevocably waives notice of
acceptance, presentment, notice of nonpayment, protest, notice of protest, suit
and all other conditions precedent in connection with the delivery, acceptance,
collection and/or enforcement of this Note or any collateral or security
therefor.

     

    2.9.           Stamp
Taxes.  The
Company shall pay any and all issue, documentary, stamp and other taxes,
excluding federal, state or local income taxes, that may be payable in respect
of any issue or delivery of this Note pursuant thereto.


    
      
         


      

      
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    2.10.         Mutilated,
Lost, Stolen or Destroyed Notes.  In case this Note shall be
mutilated, lost, stolen or destroyed, the Company shall issue and deliver in
exchange and substitution for and upon cancellation of the mutilated Note, or in
lieu of and substitution for the Note, mutilated, lost, stolen or destroyed, a
new Note of like tenor and representing an equivalent right or interest, but
only upon receipt of evidence satisfactory to the Company of such loss, theft or
destruction and an indemnity, if requested, also satisfactory to
it.

     

    2.11.         Transfer and
Assignment.  The
Holder may transfer or assign this Note without the consent of the
Company.  The Company may not transfer or assign this Note or its
obligations hereunder without the consent of the Holder.

     

    [Remainder of page left blank
intentionally]


    
      
         


      

      
        - 3
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    IN
WITNESS WHEREOF, this Note has been executed and delivered as a sealed
instrument on the date first above written by the duly authorized representative
of the Company.

     

    
      
        
          	
                  OMNIRELIANT HOLDINGS,
      INC.

                
	 
	 
      
	
                  Name:
      Robert DeCecco

                
	
                  Title:
      Chief Executive
Officer