EXHIBIT
10.1

    


    


    


    


    


    


    STOCK
PURCHASE AGREEMENT

    


     AMONG

    


    OMNIRELIANT
HOLDINGS, INC.

    


    ABAZIAS.COM,
INC.

    


    AND

    


    ABAZIAS,
INC.

    


    


    


    Dated
December 3, 2008

    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    


    TABLE OF
CONTENTS

    


    


    
      
        
          
            
              
                	
                        Section

                      	
                        Page

                      
	 
      	 
      
	
                        ARTICLE
      I SALE AND PURCHASE OF SHARES

                      	 
      
	
                        1.1  Sale
      and Purchase of Shares

                      	
                        1

                      
	 
      	 
      
	
                        ARTICLE
      II PURCHASE PRICE AND PAYMENT

                      	 
      
	
                        2.1  Amount
      of Purchase Price

                      	
                        1

                      
	
                        2.2  Payment
      of Purchase Price

                      	
                        1

                      
	 
      	 
      
	
                        ARTICLE
      III CLOSING AND TERMINATION

                      	 
      
	
                        3.1  Closing
      Date

                      	
                        2

                      
	
                        3.2  Termination
      of Agreement

                      	
                        2

                      
	
                        3.3  Procedure
      Upon Termination

                      	
                        3

                      
	
                        3.4  Effect
      of Termination

                      	
                        3

                      
	 
      	 
      
	
                        ARTICLE
      IV REPRESENTATIONS AND WARRANTIES OF THE SELLER

                      	 
      
	
                        4.1  Organization
      and Good Standing

                      	
                        3

                      
	
                        4.2  Authority

                      	
                        4

                      
	
                        4.3  Capital
      Stock

                      	
                        4

                      
	
                        4.4  Basic
      Corporate Records

                      	
                        5

                      
	
                        4.5  Minute
      Books

                      	
                        5

                      
	
                        4.6  Subsidiaries,
      Parents, and Affiliates

                      	
                        5

                      
	
                        4.7  Consents

                      	
                        6

                      
	
                        4.8  SEC
      Documents; Finacial Statements

                      	
                        6

                      
	
                        4.9  Statements;
      Joint Proxy Statement Prospectus

                      	
                        7

                      
	
                        4.10  Records
      and Books of Account

                      	
                        7

                      
	
                        4.11  Absence
      of Undisclosed Liabilities

                      	
                        7

                      
	
                        4.12  Taxes

                      	
                        8

                      
	
                        4.13  Account
      Receivable

                      	
                        10

                      
	
                        4.14  Inventory

                      	
                        10

                      
	
                        4.15  Machinery
      and Equipment

                      	
                        10

                      
	
                        4.16  Real
      Property Matters

                      	
                        10

                      
	
                        4.17  Leases

                      	
                        10

                      
	
                        4.18  Patents,
      Software, Trademarks, Etc

                      	
                        11

                      
	
                        4.19  Insurance
      Policies

                      	
                        11

                      
	
                        4.20  Banking
      and Personnel Lists

                      	
                        12

                      
	
                        4.21  Lists
      of Contracts, Etc

                      	
                        12

                      
	
                        4.22  Compliance
      with the Law

                      	
                        14

                      
	
                        4.23  Litigation,
      Pending Labor Disputes

                      	
                        14

                      
	
                        4.24  bsence
      of Certain Changes or Events

                      	
                        14

                      
	
                        4.25  Product
      Warranties and Product Liabilities

                      	
                        16

                      


              

            

          

        

      

    

     

     

    
      
        
        

      

      
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                        4.26  Assets

                      	
                        16

                      
	
                        4.27  Absence
      of Certain Commercial Practices

                      	
                        16

                      
	
                        4.28  Licenses,
      Permits, Consents and Approvals

                      	
                        16

                      
	
                        4.29  Environmental
      Matters

                      	
                        17

                      
	
                        4.30  Broker

                      	
                        17

                      
	
                        4.31  Related
      Party Transactions

                      	
                        17

                      
	
                        4.32  Patriot
      Act

                      	
                        17

                      
	
                        4.33  Disclosure

                      	
                        18

                      
	 
      	 
      
	
                        ARTICLE
      V REPRESENTATIONS AND WARRANTIES OF PURCHASER

                      	 
      
	
                        5.1  Organization
      and Good Standing

                      	
                        18

                      
	
                        5.2  Authority

                      	
                        18

                      
	
                        5.3  Conflicts;
      Consents of Third Parties

                      	
                        18

                      
	
                        5.4  SEC
      Documents; Financial Statements

                      	
                        19

                      
	
                        5.5  Statements;
      Joint Proxy Statement/Prospectus

                      	
                        20

                      
	
                        5.6  Litigation

                      	
                        20

                      
	
                        5.7  Investment
      Intention

                      	
                        20

                      
	
                        5.8  Broker

                      	
                        20

                      
	
                        5.9  Patriot
      Act

                      	
                        20

                      
	
                        5.10  Due
      Authorization of Purchaser Preferred Stock

                      	
                        21

                      
	 
      	 
      
	
                        ARTICLE
      VI COVENANTS

                      	 
      
	
                        6.1  Covenants

                      	
                        21

                      
	
                        6.2  Access
      to Information

                      	
                        22

                      
	
                        6.3  Conduct
      of the Business Pending the Closing

                      	
                        23

                      
	
                        6.4  Consents

                      	
                        25

                      
	
                        6.5  Other
      Actions

                      	
                        25

                      
	
                        6.6  No
      Solicitation; Alternate Transaction

                      	
                        25

                      
	
                        6.7  Publicity

                      	
                        26

                      
	
                        6.8  Use
      of Name

                      	
                        26

                      
	
                        6.9  Employment
      Agreements

                      	
                        26

                      
	
                        6.10  Non-Competition

                      	
                        26

                      
	
                        6.11  Additional
      Funding

                      	
                        27

                      
	 
      	 
      
	
                        ARTICLE
      VII CONDITIONS TO CLOSING

                      	 
      
	
                        7.1  Conditions
      Precedent to Obligations of Purchaser

                      	
                        27

                      
	
                        7.2  ConditionsPrecedent
      to Obligations of the Seller

                      	
                        28

                      
	 
      	 
      
	
                        ARTICLE
      VIII DOCUMENTS TO BE DELIVERED

                      	 
      
	
                        8.1  Documents
      to be Delivered by the Seller

                      	
                        29

                      
	
                        8.2  Documents
      to be Delivered by the Purchaser

                      	
                        30

                      
	 
      	 
      
	
                        ARTICLE
      IX INDEMNIFICATION

                      	 
      
	
                        9.1  Indemnification

                      	
                        30

                      
	
                        9.2  Limitations
      on Indemnification for Breaches of Representations and
      Warranties

                      	
                        31

                      


              

            

          

        

      

    

     

     

    
      
        
        

      

      
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                9.3  Indemnification
      Procedures

              	
                32

              
	 
      	 
      
	
                ARTICLE
      X MISCELLANEOUS

              	 
      
	
                10.1  Payment
      of Sales, Use or Similar Taxes

              	
                33

              
	
                10.2  Survival
      of Representations and Warranties

              	
                33

              
	
                10.3  Expenses

              	
                33

              
	
                10.4  Further
      Assurances

              	
                34

              
	
                10.5  Submission
      to Jurisdiction; Consent to Service of Process

              	
                34

              
	
                10.6  Entire
      Agreement; Amendments and Waivers

              	
                34

              
	
                10.7  Governing
      Law

              	
                35

              
	
                10.8  Table
      of Contents and Headings

              	
                35

              
	
                10.9  Notices

              	
                35

              
	
                10.10  Severability

              	
                35

              
	
                10.11  Binding
      Effect; Assignment

              	
                36

              


      

    

    


    


    


    


    
      
        
           


        

        
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    STOCK
PURCHASE AGREEMENT

     

     

    THIS
STOCK PURCHASE AGREEMENT is made as of December 3, 2008 (the “Agreement”), among
OMNIRELIANT HOLDINGS, INC., a corporation existing under the laws of Nevada (the
“Purchaser”), ABAZIAS.COM, Inc., a Nevada corporation (the “Company”), and
ABAZIAS, INC., a Nevada corporation (the “Seller”).

     

    W I T N E S S E T
H:

     

    WHEREAS,
the Seller is the Parent, as defined below, of the Company and owns one thousand
(1000) shares of common stock, $0.001 par value per share (the “Shares”), of the
Company, which Shares constitute all of the issued and outstanding shares of
capital stock of the Company; and

     

    WHEREAS,
Seller desires to sell to Purchaser, and the Purchaser desires to purchase from
Seller, the Shares for the purchase price and upon the terms and conditions
hereinafter set forth;

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter contained, the parties hereby agree as
follows:

     

    ARTICLE
I

    SALE AND
PURCHASE OF SHARES

     

    1.1    Sale and Purchase of
Shares.

     

    Upon the
terms and subject to the conditions contained herein, on the Closing Date Seller
shall sell, assign, transfer, convey and deliver to the Purchaser, and the
Purchaser shall purchase from Seller, all Shares of the Company owned by Seller
set forth opposite such Seller's name on Schedule 1.1 attached
hereto.  

     

    


    ARTICLE
II

    PURCHASE
PRICE AND PAYMENT

     

    2.1    Amount of Purchase
Price.  The
purchase price for the Shares (the “Purchase Price”) shall be (i) a loan in the
amount of Five Hundred Thousand Dollars ($500,000) (the “Loan”) and; (ii)
issuance of thirteen million and one thousand (13,001,000) shares of Purchaser’s
Series E zero coupon convertible preferred stock (the “Preferred Stock”),
subject to adjustment as set forth herein. The rights and privileges of the
Preferred Stock are set forth on Exhibit A.

     

    2.2    Payment of Purchase
Price.  The
Purchaser shall pay the Purchase Price to the Seller (the “Closing Payment”), as
follows:

     

     

    
      
        
        

      

      
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    (i)           The
Loan, in the form of the Note attached hereto as Exhibit B, made on August 12,
2008 (the “Cash Purchase Price”).

     

    (ii)           On
the Closing (as defined below), the Purchaser shall issue the Preferred Stock to
the Seller as described in Section 2.3 below.

    


    2.3    Distribution of Preferred Stock. 
Subject
to the terms and conditions of this Agreement, at or following the Closing, the
following shall occur:

    


    (a)  Pro-Rata Right to
Preferred Stock. Each stockholder of common stock, par value $0.001 per share of
the Parent, (the “Parent Common Stock”) issued and outstanding on the Record
Date shall receive the following: a number of shares of Preferred Stock equal to
(i) the total shares of Preferred Stock multiplied by (ii) such stockholder’s
pro rata share of Parents Common Stock owned by such stockholder of Parent
(the “Pro Rata Ratio”). By way of example, if a stockholder owned five (5%)
percent of Parent Common Stock, such stockholder would be entitled to receive 5%
of Preferred Stock of Purchaser which is derived by multiplying Preferred Stock
of Purchaser x 0.05.   For purposes of this Agreement, Record
Date shall mean the date on which all stockholder’s of record of the Parent are
entitled to vote on this Agreement.

     

    (b) Fractional
Shares.  No fraction of a share of Preferred Stock will be
issued by virtue of the Agreement, but in lieu thereof each holder of shares of
Parent Common Stock who would otherwise be entitled to receive a fraction of a
share of Preferred Stock (after aggregating all fractional shares of Preferred
Stock that otherwise would be received by such holder) shall receive from
Purchaser one additional share of Preferred Stock.

     

    ARTICLE
III

    CLOSING
AND TERMINATION

     

    3.1    Closing
Date.

     

    Subject
to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof
(or the waiver thereof by the party entitled to waive that condition), the
closing of the sale and purchase of the Shares provided for in Section 1.1
hereof (the "Closing") shall take place at the offices of Sichenzia Ross
Friedman Ference LLP, 61 Broadway, New York, NY 10006 (or at such other place as
the parties may designate in writing) on such date as the Seller and the
Purchaser may designate.  The Closing may also take place through the
delivery of documents in electronic or telefaxed format or through courier
delivery of actual signatures to counsel for the parties. 

     

    3.2    Termination of
Agreement.

     

    This
Agreement may be terminated prior to the Closing as follows:

     

    (a) At the
election of the Seller or the Purchaser on or after February 27, 2009 if the
Closing shall not have occurred by the close of business on such date, provided
that the terminating party is not in default of any of its obligations
hereunder;

     

    (b) by mutual
written consent of the Seller and the Purchaser; or

     

     

    
      
        
        

      

      
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    (c) by the
Seller or the Purchaser if there shall be in effect a final non-appealable order
of a governmental body of competent jurisdiction restraining, enjoining or
otherwise prohibiting the consummation of the transactions contemplated hereby;
it being agreed that the parties hereto shall promptly appeal any adverse
determination which is not non-appealable (and pursue such appeal with
reasonable diligence).

     

    


    3.3    Procedure Upon
Termination.

     

    In the
event of termination and abandonment by the Purchaser or the Seller, or both,
pursuant to Section 3.2 hereof, written notice thereof shall forthwith be given
to the other party or parties, and this Agreement shall terminate, and the
purchase of the Shares hereunder shall be abandoned, without further action by
the Purchaser or the Seller.  If this Agreement is terminated as
provided herein, each party shall redeliver all documents, work papers and other
material of any other party relating to the transactions contemplated hereby,
whether so obtained before or after the execution hereof, to the party
furnishing the same.

     

    


    


    3.4    Effect of
Termination.

     

    With the
exception of those items listed in Section 6.6, in the event that this Agreement
is validly terminated as provided herein, then each of the parties shall be
relieved of their duties and obligations arising under this Agreement after the
date of such termination and such termination shall be without liability to the
Purchaser, the Company or Seller; provided, further, however, that nothing in
this Section 3.4 shall relieve the Purchaser or Seller of any liability for a
breach of this Agreement and/or the confidentiality provisions of the
Confidentiality Agreement executed by the parties as of the date of this
Agreement (the “Confidentiality Agreement”), which confidentiality provisions
shall remain in full force and effect.

     

    ARTICLE
IV

    REPRESENTATIONS
AND WARRANTIES OF THE SELLER

    


    For
purposes of this Agreement, any statement made to the knowledge of the Company
shall mean the knowledge of the Seller.  Seller shall be deemed to
have “knowledge” of a particular fact or other matter if Seller is actually
aware of such fact or other matter, or should, by reason of his or her position
as an owner, director or executive officer of the Company, reasonably be
expected to be aware of such fact or other matter.  Additionally, all
representations made by the Seller in the Note Purchase Agreement dated August
12, 2008 and attached hereto as Exhibit C shall have full force and effect shall
be incorporated herein.

     

    The
Seller hereby represents and warrants to the Purchaser that:

     

    


    4.1.           Organization and Good
Standing of the Company.  The Company is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation as set forth above. Except as otherwise
provided herein, the Company is not required to be qualified to transact
business in any other jurisdiction where the failure to so qualify would have a
material adverse effect on the business or operations of the Company (“Material
Adverse Affect”).

     

     

    
      
        
        

      

      
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    4.2.           Authority.

    


    (a)           The
Company has full power and authority (corporate and otherwise) to carry on its
business and has all permits and licenses that are necessary to the conduct of
its business or to the ownership, lease or operation of its properties and
assets, except where the failure to have such permits and licenses would not
have a Material Adverse Effect.

    


    (b)           The
execution of this Agreement and the delivery hereof to the Purchaser and the
sale contemplated herein have been, or will be prior to Closing, duly authorized
by the Company’s Board of Directors and by the Company’s stockholders having
full power and authority to authorize such actions.

    


    (c)           Subject
to any consents required under Section 4.7 below, the Company has the full legal
right, power and authority to execute, deliver and carry out the terms and
provisions of this Agreement; and this Agreement has been duly and validly
executed and delivered on behalf of Seller and the Company and constitutes a
valid and binding obligation of each Seller and the Company enforceable in
accordance with its terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting generally
the enforcement of creditor’s rights.

    


    (d)           The
execution and delivery of this Agreement, the consummation of the transactions
herein contemplated, nor compliance with the terms of this Agreement will
violate, conflict with, result in a breach of, or constitute a default under any
statute, regulation, indenture, mortgage, loan agreement, or other agreement or
instrument to which the Company or Seller is a party or by which it or any of
them is bound, any charter, regulation, or bylaw provision of the Company, or
any decree, order, or rule of any court or governmental authority or arbitrator
that is binding on the Company or Seller in any way, except where such would not
have a Material Adverse Effect.

    


    4.3.           Capital
Stock.

    


    (a)           The
Company’s authorized capital stock consists of 1000 shares of Common Stock,
$0.001 par value per share, of which 1000 shares have been issued to Seller and
constitute the Shares as defined above.  All of the Shares are duly
authorized, validly issued, fully paid and non-assessable.

    


    (b)           The
Seller are the lawful record and beneficial owners of all the Shares, free and
clear of any liens, pledges, encumbrances, charges, claims or restrictions of
any kind, except as set forth in Schedule 4.3, and have, or will have on the
Closing Date, the absolute, unilateral right, power, authority and capacity to
enter into and perform this Agreement without any other or further
authorization, action or proceeding, except as specified herein.

     

     

    
      
        
        

      

      
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    (c)           There
are no authorized or outstanding subscriptions, options, warrants, calls,
contracts, demands, commitments, convertible securities or other agreements or
arrangements of any character or nature whatever under which Seller or the
Company are or may become obligated to issue, assign or transfer any shares of
capital stock of the Company except as set forth in Schedule
4.3.  Upon the delivery to Purchaser on the Closing Date of the
certificate(s) representing the Shares, Purchaser will have good, legal, valid,
marketable and indefeasible title to all the then issued and outstanding shares
of capital stock of the Company, free and clear of any liens, pledges,
encumbrances, charges, agreements, options, claims or other arrangements or
restrictions of any kind.

    


    4.4.           Basic Corporate
Records.  The copies of the Articles of Incorporation of the
Company (certified by the Secretary of State or other authorized official of the
jurisdiction of incorporation), and the Bylaws of the Company, as the case may
be (certified as of the date of this Agreement as true, correct and complete by
the Company’s secretary or assistant secretary), all of which have been
delivered to the Purchaser, are true, correct and complete as of the date of
this Agreement.

    


    4.5.           Minute
Books.  The minute books of the Company, which shall be
exhibited to the Purchaser between the date hereof and the Closing Date, each
contain true, correct and complete minutes and records of all meetings,
proceedings and other actions of the shareholders, Boards of Directors and
committees of such Boards of Directors of the Company, if any, except where such
would not have a Material Adverse Effect and, on the Closing Date, will, to the
best of Seller’s knowledge, contain true, correct and complete minutes and
records of any meetings, proceedings and other actions of the shareholders and
the Board of Directors and committees of such Board of Directors of the
Company.

    


    4.6.           Subsidiaries, Parents and
Affiliates. Any and all businesses, entities, enterprises and
organizations in which the Company has any ownership, voting or profit and loss
sharing percentage interest (the “Subsidiaries”) as well as any and all
businesses, entities, enterprises and organizations which has any ownership,
voting or profit and loss sharing percentage interest in the Company (the
“Parents”) are identified in Schedule 4.6 hereto, together with the Company’s
interest therein.  Unless the context requires otherwise or
specifically designated to the contrary on Schedule 4.6 hereto, “Company” as
used in this Agreement shall include all such Subsidiaries and
Parents.  Except as set forth in Schedule 4.6, (i) the Company has
made no advances to, or investments in, nor owns beneficially or of record, any
securities of or other interest in, any business, entity, enterprise or
organization, (ii) there are no arrangements through which the Company has
acquired from, or provided to, any of the Seller or their affiliates any goods,
properties or services, and (iii) there are no rights, privileges or
advantages now enjoyed by the Company as a result of the ownership of the
Company by the Seller which, to the knowledge of the Seller or the Company, will
be lost as a result of the consummation of the transactions contemplated by this
Agreement.  Each entity shown on Schedule 4.6 is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation, and has full corporate power to own all of its property and to
carry on its business as it is now being conducted.  Also set forth on
Schedule 4.6 is a list of jurisdictions in which each Subsidiary and Parent is
qualified as a foreign corporation.  Such jurisdictions are the only
jurisdictions in which the ownership or leasing of property by each Subsidiary
and Parent or the conduct of its business requires it to be so
qualified.  All of the outstanding shares of capital stock of each
Subsidiary and Parent have been duly authorized and validly issued, are fully
paid and nonassessable, and, except as set forth on Schedule 4.6, are owned, of
record and beneficially, by the Company, and on the Closing Date will be owned
by the Company, free and clear of all liens, encumbrances, equities, options or
claims whatsoever.  No Subsidiary or Parent has outstanding any other
equity securities or securities options, warrants or rights of any kind that are
convertible into equity securities of the Company, except as set forth on
Schedule 4.6.

     

     

    
      
        
        

      

      
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    4.7.           Consents.  No
consent, approval, order or authorization of, or registration, declaration or
filing with any court, administrative agency or commission or other governmental
authority or instrumentality (“Governmental Entity”) is required by or with
respect to the Company in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby,
except for (i) the filing of a Form S-4 Registration Statement (the “S-4”) with
the Securities and Exchange Commission (“SEC”) in accordance with the Securities
Act of 1933, as amended (the “Securities Act”), (ii) the filing of the Joint
Proxy Statement/Prospectus (as defined in Section 4.8) with the SEC in
accordance with the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), (iv) such consents, approvals, orders, authorizations, registrations,
declarations and filings as may be required under applicable federal and state
securities laws, and (v) such other consents, authorizations, filings, approvals
and registrations which, if not obtained or made, individually or in the
aggregate, would not be reasonably likely to have a Material Adverse
Effect.

     

    


     

    4.8           SEC Documents; Financial
Statements.  Except as
disclosed in Schedule 4.8:

     

    (a)  The Company has filed
all forms, reports and documents required to be filed with the SEC since its
October 3, 2003 merger with Hunno Technologies, Inc. All such required forms,
reports and documents (including those that the Company may file subsequent to
the date hereof) are referred to herein as the “Company SEC Reports.” As of
their respective dates, the Company SEC Reports (i) were prepared in accordance
with the requirements of the Securities Act or the Exchange Act, as the case may
be, and the rules and regulations of the SEC thereunder applicable to such
Company SEC Reports, and (ii) did not at the time they were filed (or if amended
or superseded by a filing prior to the date of this Agreement, then on the date
of such filing) contain any untrue statement of a material fact or omit 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.

     

    (b)          Each
of the consolidated financial statements (including, in each case, any related
notes thereto) contained in the Company SEC Reports (the “Company Financials”),
including any Company SEC Reports filed after the date hereof until the Closing,
as of their respective dates, (i) complied as to form in all material respects
with the published rules and regulations of the SEC with respect thereto, (ii)
was prepared in accordance with generally accepted accounting principles
(“GAAP”) applied on a consistent basis throughout the periods involved (except
as may be indicated in the notes thereto or, in the case of unaudited interim
financial statements, as may be permitted by the SEC on Form 10-Q under the
Exchange Act) and (iii) fairly presented the consolidated financial position of
the Company and its Subsidiaries at the respective dates thereof and the
consolidated results of its operations and cash flows for the periods indicated,
except that the unaudited interim financial statements were or are subject to
normal and recurring year-end adjustments which were not, or are not expected to
be, material in amount.  The balance sheet of the Company as of
September 30, 2008, is hereinafter referred to as the “Company Balance Sheet
Date.”  Except as disclosed in the Company Financials, neither the
Company nor any of its Subsidiaries has any liabilities (absolute, accrued,
contingent or otherwise) of a nature required to be disclosed on a balance sheet
or in the related notes to the consolidated financial statements prepared in
accordance with GAAP which are, individually or in the aggregate, material to
the business, results of operations or financial condition of the Company and
its Subsidiaries taken as a whole, except liabilities (i) provided for in the
Company Balance Sheet, or (ii) incurred since the date of the Company Balance
Sheet in the ordinary course of business consistent with past practices and
which would not reasonably be expected to have a Company Material Adverse Effect
except for the Loan.

     

     

    
      
        
        

      

      
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    4.9    Statements; Joint Proxy
Statement/Prospectus.

     

    None of
the information supplied or to be supplied by the Company for inclusion or
incorporation by reference in (i) the S-4 will at the time it becomes effective
under the Securities Act, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading and (ii) the proxy
statement/prospectus to be sent to the stockholders of the Company and
stockholders of Parent in connection with the meetings of Parent’s stockholders
and Company's stockholders to consider the adoption of this Agreement
(collectively the “Company Stockholders' Meeting”) (such joint proxy
statement/prospectus as amended or supplemented is referred to herein as the
“Joint Proxy Statement/Prospectus”) shall not, on the date the Joint Proxy
Statement/Prospectus is first mailed to the Company's stockholders and Parent's
stockholders, at the time of the Company Stockholders' Meeting and at the
Closing Date, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they are made,
not false or misleading, or omit to state any material fact necessary to correct
any statement in any earlier communication with respect to the solicitation of
proxies for the Company Stockholders' Meeting which has become false or
misleading. The Joint Proxy Statement/Prospectus will comply as to form in all
material respects with the provisions of the Exchange Act and the rules and
regulations thereunder. If at any time prior to the Closing Date, any event
relating to the Company or any of its affiliates, officers or directors should
be discovered by the Company which should be set forth in an amendment to the
S-4 or a supplement to the Joint Proxy Statement/Prospectus, the Company shall
promptly inform Purchaser.

    


    4.10           Records and Books of
Account.  The records and books of account of the Company
reflect all material items of income and expense and all material assets,
liabilities and accruals, have been, and to the Closing Date will be, regularly
kept and maintained in conformity with GAAP applied on a consistent basis with
preceding years.

    


    4.11           Absence of Undisclosed
Liabilities.  Except as and to the extent  disclosed
in Schedule 4.11 and the Loan, there are no liabilities or obligations of the
Company of any kind whatsoever exceeding $5,000,  individually or in
the aggregate, whether accrued, fixed, absolute, contingent, determined or
determinable, and including without limitation (i) liabilities to former,
retired or active employees of the Company under any pension, health and welfare
benefit plan, vacation plan or other plan of the Company, (ii) liabilities to a
parent company or subsidiary, (iii) contingent liabilities in the nature of
an endorsement, guarantee, indemnity or warranty, and there is no condition,
situation or circumstance existing or which has existed that could reasonably be
expected to result in any liability of the Company which is of a nature that
would be required to be disclosed on its Financial Statements in accordance with
GAAP, other than liabilities and contingent liabilities incurred in the ordinary
course of business, none of which is materially adverse to the
Company.

     

     

    
      
        
        

      

      
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    4.12           Taxes.

    


    (a)           For
purposes of this Agreement, “Tax” or “Taxes” refers to:  (i) any and
all federal, state, local and foreign taxes, assessments and other governmental
charges, duties, impositions and liabilities relating to taxes, including taxes
based upon or measured by gross receipts, income, profits, sales, use and
occupation, and value added, ad valorem, transfer, franchise, withholding,
payroll, recapture, employment, excise and property taxes and escheatment
payments, together with all interest, penalties and additions imposed with
respect to such amounts and any obligations under any agreements or arrangements
with any other person with respect to such amounts and including any liability
for taxes of a predecessor entity; (ii) any liability for the payment of any
amounts of the type described in clause (i) as a result of being or ceasing to
be a member of an affiliated, consolidated, combined or unitary group for any
period (including, without limitation, any liability under Treas. Reg.
Section 1.1502-6 or any comparable provision of foreign, state or local
law); and (iii) any liability for the payment of any amounts of the type
described in clause (i) or (ii) as a result of any express or implied obligation
to indemnify any other person or as a result of any obligations under any
agreements or arrangements with any other person with respect to such amounts
and including any liability for taxes of a predecessor entity.

    


    (b)           (i)           The
Company has timely filed all federal, state, local and foreign returns,
estimates, information statements and reports (“Tax Returns”) relating to Taxes
required to be filed by the Company with any Tax authority effective through the
Closing Date.  All such Returns are true, correct and complete in all
respects, except for immaterial amounts where such would not have a Material
Adverse Effect.  The Company has paid all Taxes shown to be due on
such Returns.  Except as listed on Schedule 4.12 hereto, the Company
is not currently the beneficiary of any extensions of time within which to file
any Returns. The Seller and the Company have furnished and made available to the
Purchaser complete and accurate copies of all income and other Tax Returns and
any amendments thereto filed by the Company in the last three (3)
years.

    


    (ii) The
Company, as of the Closing Date, will have withheld and accrued or paid to the
proper authority all Taxes required to have been withheld and accrued or paid,
except for immaterial amounts where such would not have a Material Adverse
Effect.

    


    (iii) The
Company has not been delinquent in the payment of any Tax nor is there any Tax
deficiency outstanding or assessed against the Company.  The Company
has not executed any unexpired waiver of any statute of limitations on or
extending the period for the assessment or collection of any Tax.

     

     

    
      
        
        

      

      
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    (iv) There is
no dispute, claim, or proposed adjustment concerning any Tax liability of the
Company either (A) claimed or raised by any Tax authority in writing or
(B)  based upon personal contact with any agent of such Tax authority, and
there is no claim for assessment, deficiency, or collection of Taxes, or
proposed assessment, deficiency or collection from the Internal Revenue Service
or any other governmental authority against the Company which has not been
satisfied.  The Company is not a party to nor has it been notified in
writing that it is the subject of any pending, proposed, or threatened action,
investigation, proceeding, audit, claim or assessment by or before the Internal
Revenue Service or any other governmental authority, nor does the Company have
any reason to believe that any such notice will be received in the future.
Except as set forth on Schedule 4.12, neither the Internal Revenue Service nor
any state or local taxation authority has ever audited any income tax return of
the Company.  The Company has not filed any requests for rulings with
the Internal Revenue Service.  Except as provided to the Company’s
accountants, no power of attorney has been granted by the Company or its
affiliates with respect to any matter relating to Taxes of the
Company.  There are no Tax liens of any kind upon any property or
assets of the Company, except for inchoate liens for Taxes not yet due and
payable.

    


    (v) Except
for immaterial amounts which would not have a Material Adverse Effect, the
Company has no liability for any unpaid Taxes which has not been paid or accrued
for or reserved on the Financial Statements in accordance with GAAP, whether
asserted or unasserted, contingent or otherwise.

    


    (vi) There is
no contract, agreement, plan or arrangement to which the Company is a party as
of the date of this Agreement, including but not limited to the provisions of
this Agreement, covering any employee or former employee of the Company that,
individually or collectively, would reasonably be expected to give rise to the
payment of any amount that would not be deductible pursuant to
Sections 280G, 404 or 162(m) of the Internal Revenue Code of 1986, as
amended (the “Code”). There is no contract, agreement, plan or arrangement to
which the Company is a party or by which it is bound to compensate any
individual for excise taxes paid pursuant to Section 4999 of the
Code.

    


    (vii) The
Company has not filed any consent agreement under Section 341(f) of the
Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of
a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by
the Company.

    


    (viii) The
Company is not a party to, nor has any obligation under, any tax-sharing, tax
indemnity or tax allocation agreement or arrangement.

    


    (ix) None of
the Company’s assets are tax exempt use property within the meaning of
Section 168(h) of the Code.

     

     

    
      
        
        

      

      
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    4.13           Accounts
Receivable.  The accounts receivable are, and will be, actual
bona fide receivables from transactions in the ordinary course of business
representing valid and binding obligations of others for the total dollar amount
shown thereon, and as of the date of the Agreement are not subject to any
recoupments, set-offs, or counterclaims. To the best of Seller’s knowledge,
except as set forth on Schedule 4.13, all such accounts receivable are, and will
be, collectible in amounts not less than the amounts (net of reserves) carried
on the books of the Company and will be paid in accordance with their
terms.  Except as listed on Schedule 4.13 hereto, all such accounts
receivable are and will be actual bona fide receivables from transactions in the
ordinary course of business.

    


    4.14           Inventory.  The
inventories of the Company are listed on Schedule 4.14 attached
hereto.  The Company will maintain the inventory in the normal and
ordinary course of business from the date hereof through the Closing
Date.

    


    4.15    Machinery and
Equipment.  Except for items disposed of in the ordinary course
of business, all machinery, tools, furniture, fixtures, equipment, vehicles,
leasehold improvements and all other tangible personal property (hereinafter
“Fixed Assets”) of the Company currently being used in the conduct of its
business, together with any machinery or equipment that is leased or operated by
the Company, are in fully serviceable working condition and
repair.  Said Fixed Assets shall be maintained in such condition from
the date hereof through the Closing Date.  Except as described on
Schedule 4.15 hereto, all Fixed Assets owned, used or held by the Company are
situated at its business premises and are currently used in its
Business.  Schedule 4.15 describes all Fixed Assets owned by or an
interest in which is claimed by any other person (whether a customer, supplier
or other person) for which the Company is responsible (copies of all agreements
relating thereto being attached to said Schedule 4.15), and all such property is
in the Company’s actual possession and is in such condition that upon the return
of such property in its present condition to its owner, the Company will not be
liable in any amount to such owner.  There are no outstanding
requirements or recommendations by any insurance company that has issued a
policy covering either (i) such Fixed Assets or (ii) any liabilities
of the Company relating to operation of the Business, or by any board of fire
underwriters or other body exercising similar functions, requiring or
recommending any repairs or work to be done on any Fixed Assets or any changes
in the operations of the Business, any equipment or machinery used therein, or
any procedures relating to such operations, equipment or
machinery.  All material Fixed Assets of the Company are set forth on
Schedule 4.15 hereto.

    


    4.16    Real Property
Matters.  The real property owned by the Company is listed on
Schedule 4.16.  Other than those items listed on Schedule 4.16 the
Company does not own any real property as of the date hereof and has not owned
any real property during the three years preceding the date hereof.

    


    4.17    Leases.  All
leases of real and personal property of the Company are described in Schedule
4.17, are in full force and effect and, to Seller’s knowledge, constitute legal,
valid and binding obligations of the respective parties thereto enforceable in
accordance with their terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting generally
the enforcement of creditor’s rights, and have not been assigned or encumbered
by Company or the Seller.  The Company has performed in all material
respects the obligations required to be performed by it under all such leases to
date and it is not in default in any material respect under any of said leases,
except as set forth in Schedule 4.17, nor has it made any leasehold improvements
required to be removed at the termination of any lease, except
signs.  To Seller’s knowledge, no other party to any such lease is in
material default thereunder.  Except as noted on Schedule 4.17, none
of the leases listed thereon require the consent of a third party in connection
with the transfer of the Shares.

     

    
      
        
        

      

      
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    4.18           Patents, Software,
Trademarks, Etc.  The Company owns, or possesses adequate
licenses or other rights to use, all patents, software, trademarks, service
marks, trade names and copyrights and trade secrets, if any, necessary to
conduct its business as now operated by it.  The patents, software,
trademarks, service marks, copyrights, trade names and trade secrets, if any,
registered in the name of or owned or used by or licensed to the Company and
applications for any thereof (hereinafter the “Intangibles”) are described or
referenced in Schedule 4.18.  Seller hereby specifically acknowledge
that all right, title and interest in and to all patents and software listed on
Schedule 4.18 as patents owned by the Company are owned by the Company or the
Company has a right to use same and that the ownership of such patents and
software will be transferred as part of the Company to Purchaser as part of the
transaction contemplated hereby.  No officer, director, shareholder or
employee of the Company or the Seller or any relative or spouse of any such
person owns any patents or patent applications or any inventions, software,
secret formulae or processes, trade secrets or other similar rights, nor is any
of them a party to any license agreement, used by or useful to the Company or
related to its business except as listed in Schedule 4.18.  All of
said Intangibles are valid and in good standing to the best of Seller’s
knowledge, and are free and clear of all liens, security interests, charges,
restrictions and encumbrances of any kind whatsoever, and have not been licensed
to any third party except as described in Schedule 4.18.  The Company
has not been charged with, nor to Seller’s knowledge has it infringed or is it
threatened to be charged with infringement of, any patent, proprietary rights or
trade secrets of others in the conduct of its business, and, to the date hereof,
neither the Seller nor the Company has received any notice of conflict with or
violation of the asserted rights in intangibles or trade secrets of
others.  The Company is not now manufacturing any goods under a
present permit, franchise or license, except as set forth in said Schedule
4.18.  The consummation of the transactions contemplated hereby will
not alter or impair any rights of the Company in any such Intangibles or in any
such permit, franchise or license, except as described in Schedule
4.18.  The Intangibles and the Company’s tooling, manufacturing and
engineering drawings, process sheets, specifications, bills of material and
other like information and data are in such form and of such quality and will be
maintained in such a manner that the Company can, following the Closing, design,
produce, manufacture, assemble and sell the products and provide the services
heretofore provided by it so that such products and services meet applicable
specifications and conform with the standards of quality and cost of production
standards heretofore met by it.  To Seller’s knowledge, the Company
has the sole and exclusive right to use its corporate and trade names in the
jurisdictions where it transacts business.

    


    4.19           Insurance
Policies.  There is set forth in Schedule 4.19 a list and brief
description of all insurance policies on the date hereof held by the Company or
on which it pays premiums, including, without limitation, life insurance and
title insurance policies, which description includes the premiums payable by it
thereunder.  Schedule 4.19 also sets forth, in the case of any life
insurance policy held by the Company, the name of the insured under such policy,
the cash surrender value thereof and any loans thereunder.  All such
insurance premiums in respect of such coverage have been, and to the Closing
Date will be, paid in full, if due and owing.  All claims, if any,
made against the Company which are covered by such policies have been, or are
being, settled or defended by the insurance companies that have issued such
policies.  Up to the Closing Date, such insurance coverage will be
maintained in full force and effect and will not be cancelled, modified or
changed without the express written consent of the Purchaser, except to the
extent the maturity dates of any such insurance policies expire prior to the
Closing Date or where such cancellation would not have a Material Adverse
Effect.  No such policy has been, or to the Closing Date will be,
cancelled by the issuer thereof, and, to the knowledge of the Sellers and the
Company, between the date hereof and the Closing Date, there shall be no
increase in the premiums with respect to any such insurance policy caused by any
action or omission of the Sellers or of the Company, except where the foregoing
would not have a Material Adverse Effect.  Upon the Closing Date, all
life insurance policies maintained by the Company shall be assigned to each
respective Seller.

     

     

    
      
        
        

      

      
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    4.20    Banking and Personnel
Lists.  The Sellers and the Company will deliver to the
Purchaser prior to the Closing Date the following accurate lists and summary
descriptions relating to the Company:

    


    (i)           The
name of each bank in which the Company has an account or safe deposit box and
the names of all persons authorized to draw thereon or have access
thereto.

    


    (ii)           The
names, current annual salary rates and total compensation for the preceding
fiscal year of all of the present directors and officers of the Company, and any
other employees whose current base accrual salary or annualized hourly rate
equivalent is $20,000 or more, together with a summary of the bonuses,
percentage compensation and other like benefits, if any, paid or payable to such
persons for the last full fiscal year completed, together with a schedule of
changes since that date, if any.

    


    (iii)           A
schedule of workers’ compensation payments of the Company over the past five
full fiscal years and the fiscal year to date, a schedule of claims by employees
of the Company against the workers’ compensation fund for any reason over such
period, identification of all compensation and medical benefits paid to date on
each such claim and the estimated amount of compensation and medical benefits to
be paid in the future on each such claim.

    


    (iv)           The
name of all pensioned employees of the Company whose pensions are unfunded and
are not paid or payable pursuant to any formalized pension arrangements, their
agent and annual unfunded pension rates.

    


    4.21  Lists of Contracts,
Etc.  There is included in Schedule 4.21 a list of the
following items (whether written or oral) relating to the Company and/or the
Seller, which list identifies and fairly summarizes each item (collectively,
“Contracts”):

    


    (ii)           All
joint venture contracts of the Company or the Seller  or affiliates
relating to the business of the Company;

     

     

    
      
        
        

      

      
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    (iii)           All
contracts of the Company relating to (a) obligations for borrowed money,
(b) obligations evidenced by bonds, debentures, notes or other similar
instruments, (c) obligations to pay the deferred purchase price of property
or services, except trade accounts payable arising in the ordinary course of
business, (d) obligations under capital leases, (e) debt of others
secured by a lien on any asset of the Company, and (f) debts of others
guaranteed by the Company;

    


    (iv)           All
agreements of the Company relating to the supply of raw materials for and the
distribution of the products of its business, including without limitation all
sales agreements, manufacturer’s representative agreements and distribution
agreements of whatever magnitude and nature, and any commitments
therefore;

    


    (v)           All
contracts that individually provide for aggregate future payments to or from the
Company of $5,000 or more, to the extent not included in (i) through (iii)
above;

    


    (vi)           All
contracts of the Company that have a term exceeding one year and that may not be
cancelled without any liability, penalty or premium, to the extent not included
in (i) through (v) above;

    


    (vii)           A
complete list of all outstanding powers of attorney granted by the Company;
and

    


    (viii)                      All
other contracts of the Company or the Seller material to the business, assets,
liabilities, financial condition, results of operations or prospects of the
business of the Company taken as a whole to the extent not included
above.

    


    Except as set forth in Schedule 4.21,
(i) all contracts, agreements and commitments of the Company set forth in
Schedule 4.21 are valid, binding and in full force and effect, and
(ii) neither the Company nor, to the best of Seller’s knowledge, any other
party to any such contract, agreement, or commitment has materially breached any
provision thereof or is in default thereunder.  True and complete
copies of the contracts, leases, licenses and other documents referred to in
Schedule 4.21 will be delivered to the Purchaser, certified by the Secretary or
Assistant Secretary of the Company as true, correct and complete copies, not
later than one business day before the Closing Date.

    


    There are no pending disputes with
customers or vendors of the Company regarding quality or return of goods
involving amounts in dispute with any one customer or vendor, whether for
related or unrelated claims, in excess of $5,000 except as described on Schedule
4.21 hereto, all of which will be resolved to the reasonable satisfaction of
Purchaser prior to the Closing Date.  To the best knowledge of Seller
and the Company, there has not been any event, happening, threat or fact that
would lead them to believe that any of said customers or vendors will terminate
or materially alter their business relationship with the Company after
completion of the transactions contemplated by this Agreement.

     

     

    
      
        
        

      

      
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    4.22           Compliance With the
Law.  The Company is not in violation of any applicable
federal, state, local or foreign law, regulation or order or any other, decree
or requirement of any governmental, regulatory or administrative agency or
authority or court or other tribunal (including, but not limited to, any law,
regulation order or requirement relating to securities, properties, business,
products, manufacturing processes, advertising, sales or employment practices,
terms and conditions of employment, occupational safety, health and welfare,
conditions of occupied premises, product safety and liability, civil rights, or
environmental protection, including, but not limited to, those related to waste
management, air pollution control, waste water treatment or noise abatement),
except where such would not have a Material Adverse Effect.  Except as
set forth in Schedule 4.22, the Company and/or the Seller have not been and is
not now charged with, or to the best knowledge of the Seller or the Company
under investigation with respect to, any violation of any applicable law,
regulation, order or requirement relating to any of the foregoing, nor, to the
best knowledge of Seller or the Company after due inquiry, are there any
circumstances that would or might give rise to any such
violation.  The Company has filed all reports required to be filed
with any governmental, regulatory or administrative agency or authority, except
where the failure to file such would not have a Material Adverse
Effect.

    


    4.23           Litigation; Pending Labor
Disputes.  Except as specifically set forth in Schedule
4.23:

    


    (i)           There
are no legal, administrative, arbitration or other proceedings or governmental
investigations pending or, to the best knowledge of Seller or the Company,
threatened, against the Seller or the Company, relating to its business or the
Company or its properties (including leased property), or the transactions
contemplated by this Agreement, nor is there any basis known to the Company or
Seller for any such action.

    


    (ii)           There
are no judgments, decrees or orders of any court, or any governmental
department, commission, board, agency or instrumentality binding upon Seller or
the Company relating to its business or the Company the effect of which is to
prohibit any business practice or the acquisition of any property or the conduct
of any business by the Company or which limit or control or otherwise would have
a Material Adverse Affect on its method or manner of doing
business.

    


    (iii)           No
work stoppage has occurred and is continuing or, to the knowledge of Seller or
the Company, is threatened affecting its business, and to the best of Seller’s
knowledge, no question involving recognition of a collective bargaining agent
exists in respect of any employees of the Company.

    


    4.24           Absence of Certain Changes
or Events.  The Company has not, since the Company Balance
Sheet Date , and except in the ordinary course of business consistent with past
practice:

    


    (i)           Incurred
any material obligation or liability (absolute, accrued, contingent or
otherwise), except in the ordinary course of its business consistent with past
practice or in connection with the performance of this Agreement, and any such
obligation or liability incurred in the ordinary course is not materially
adverse, except for claims, if any, that are adequately covered by
insurance;

     

     

    
      
        
        

      

      
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    (ii)           Discharged
or satisfied any lien or encumbrance, or paid or satisfied any obligations or
liability (absolute, accrued, contingent or otherwise) other than
(a) liabilities shown or reflected on the Company Balance Sheet, and
(b) liabilities incurred since the Company Balance Sheet Date  in
the ordinary course of business that were not materially adverse;

    


    (iii)           Increased
or established any reserve or accrual for taxes or other liability on its books
or otherwise provided therefore, except (a) as disclosed on the Company
Balance Sheet, or (b) as may have been required under GAAP due to income
earned or expenses accrued since the Company Balance Sheet Date and as disclosed
to the Purchaser in writing;

    


    (iv)           Mortgaged,
pledged or subjected to any lien, charge or other encumbrance any of its assets,
tangible or intangible;

    


    (v)           Sold
or transferred any of its assets or cancelled any debts or claims or waived any
rights, except in the ordinary course of business and which has not been
materially adverse;

    


    (vi)           Disposed
of or permitted to lapse any patents or trademarks or any patent or trademark
applications material to the operation of its business;

    


    (vii)           Incurred
any significant labor trouble or granted any general or uniform increase in
salary or wages payable or to become payable by it to any director, officer,
employee or agent, or by means of any bonus or pension plan, contract or other
commitment increased the compensation of any director, officer, employee or
agent;

    


    (viii)                      Authorized
any capital expenditure for real estate or leasehold improvements, machinery,
equipment or molds in excess of $5,000.00 in the aggregate;

    


    (ix)           Except
for this Agreement or as otherwise disclosed herein or in any schedule to this
Agreement, entered into any material transaction;

    


    (x)           Issued
any stocks, bonds, or other corporate securities, or made any declaration or
payment of any dividend or any distribution in respect of its capital stock;
or

    


    (xi)           Experienced
damage, destruction or loss (whether or not covered by insurance) individually
or in the aggregate having a Material Adverse Effect on any of its properties,
assets or business, or experienced any other material adverse change or changes
individually or in the aggregate affecting its financial condition, assets,
liabilities or business (a “Material Adverse Change”).

     

     

    
      
        
        

      

      
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    4.25           Product Warranties and
Product Liabilities.  The product warranties and return
policies of the Company in effect on the date hereof and the types of products
to which they apply are described on Schedule 4.25 hereto.  Schedule
4.25 also sets forth all product liability claims involving amounts in
controversy in excess of $5,000 that are currently either pending or, to the
best of the Seller’s and the Company’s knowledge, threatened against the
Company.  The Seller have no knowledge of any reason why the future
cost of performing all such obligations and paying all such product liability
claims with respect to goods manufactured, assembled or furnished prior to the
Closing Date will not exceed the average annual cost thereof for said past three
year period.

    


    4.26           Assets.   The
assets of the Company are listed on Schedule 4.26 attached
hereto.  Except as described in Schedule 4.26, the assets of the
Company are, and together with the additional assets to be acquired or otherwise
received by the Company prior to the Closing, will at the Closing Date be,
sufficient in all material respects to carry on the operations of the Business
as now conducted by the Company.  The Company is the only business
organization through which the business is conducted.  Except as set
forth in Schedule 4.17 or Schedule 4.26, all assets used by the Seller and the
Company to conduct the business of the Company are, and will on the Closing Date
be, owned by the Company.

    


    4.27           Absence of Certain
Commercial Practices.  Neither the Company nor Seller has made
any payment (directly or by secret commissions, discounts, compensation or other
payments) or given any gifts to another business concern, to an agent or
employee of another business concern or of any governmental entity (domestic or
foreign) or to a political party or candidate for political office (domestic or
foreign), to obtain or retain business for the Company or to receive favorable
or preferential treatment, except for gifts and entertainment given to
representatives of customers or potential customers of sufficiently limited
value and in a form (other than cash) that would not be construed as a bribe or
payoff.

    


    4.28           Licenses, Permits, Consents
and Approvals.  The Company has, and at the Closing Date will
have, all licenses, permits or other authorizations of governmental, regulatory
or administrative agencies or authorities (collectively, “Licenses”) required to
conduct the business, except for any failures of such which would not have a
Material Adverse Effect. All material Licenses of the Company are listed on
Schedule 4.28 hereto.  At the Closing, the Company will have all such
Licenses which are material to the conduct of the business and will have renewed
all Licenses which would have expired in the interim.  Except as
listed in Schedule 4.28, no registration, filing, application, notice, transfer,
consent, approval, order, qualification, waiver or other action of any kind
(collectively, a “Filing”) will be required as a result of the sale of the
Shares by Seller in accordance with this Agreement (a) to avoid the loss of
any License or the violation, breach or termination of, or any default under, or
the creation of any lien on any asset of the Company pursuant to the terms of,
any law, regulation, order or other requirement or any contract binding upon the
Company or to which any such asset may be subject, or (b) to enable
Purchaser (directly or through any designee) to continue the operation of the
Company and the business substantially as conducted prior to the Closing
Date.  All such Filings will be duly filed, given, obtained or taken
on or prior to the Closing Date and will be in full force and effect on the
Closing Date.

     

    
      
        
        

      

      
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    4.29           Environmental
Matters. Except as set forth on Schedule 4.29 hereto:

     

    (a) The
operations of the Company and the Seller, to the best knowledge of Seller, are
in compliance with all applicable laws promulgated by any governmental entity
which prohibit, regulate or control any hazardous material or any hazardous
material activity (“Environmental Laws”) and all permits issued pursuant to
Environmental Laws or otherwise except for where noncompliance or the absence of
such permits would not, individually or in the aggregate, have a Material
Adverse Effect;

     

    (b)  The
Company has obtained all permits required under all applicable Environmental
Laws necessary to operate its business, except for any failures of such which
would not have a Material Adverse Effect;

     

    (c) The
Company is not the subject of any outstanding written order or Contract with any
governmental authority or person respecting Environmental Laws or any violation
or potential violations thereof; and

     

    (d) The
Company has not received any written communication alleging either or both that
the Company may be in violation of any Environmental Law, or any permit issued
pursuant to Environmental Law, or may have any liability under any Environmental
Law.

     

    4.30           Broker.  The
Seller has not retained any broker in connection with any transaction
contemplated by this Agreement.  Purchasers shall not be obligated to
pay any fee or commission associated with the retention or engagement by the
Seller of any broker in connection with any transaction contemplated by this
Agreement.

    


    4.31           Related Party
Transactions.  Except as described in Schedule 4.31, all
transactions during the past five years between the Company and any current or
former shareholder or any entity in which the Company or any current or former
shareholder had or has a direct or indirect interest have been fair to the
Company as determined by the Board of Directors.  No portion of the
sales or other on-going business relationships of the Company is dependent upon
the friendship or the personal relationships (other than those customary within
business generally) of Seller, except as described in Schedule
4.31.  During the past five years, the Company has not forgiven or
cancelled, without receiving full consideration, any indebtedness owing to it by
Seller.

    


    4.32  Patriot
Act.  The Company and the Seller certify that the Company and
the Seller have not been designated, and is not owned or controlled, by a
“suspected terrorist” as defined in Executive Order 13224.  The
Company and the Seller hereby acknowledge that the Purchaser seeks to comply
with all applicable laws concerning money laundering and related
activities.  In furtherance of those efforts, the Company and the
Seller hereby represent, warrant and agree that:  (i) none of the cash
or property that the Seller have contributed or paid or will contribute and pay
to the Company has been or shall be derived from, or related to, any activity
that is deemed criminal under United States law; and (ii) no contribution or
payment by the Company to the Purchaser, to the extent that they are within the
Company’s control shall cause the Purchaser to be in violation of the United
States Bank Secrecy Act, the United States International Money Laundering
Control Act of 1986 or the United States International Money Laundering
Abatement and Anti-Terrorist Financing Act of 2001.  The Seller shall
promptly notify the Purchaser if any of these representations ceases to be true
and accurate regarding the Seller or the Company.  The Seller agrees
to provide the Purchaser any additional information regarding the Company that
the Purchaser reasonably requests to ensure compliance with all applicable laws
concerning money laundering and similar activities.

     

    
      
        
        

      

      
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    4.33           Disclosure.  All
statements contained in any schedule, certificate, opinion, instrument, or other
document delivered by or on behalf of the Seller or the Company pursuant hereto
shall be deemed representations and warranties by each Seller and the Company
herein.  No statement, representation or warranty by the Seller or the
Company in this Agreement or in any schedule, certificate, opinion, instrument,
or other document furnished or to be furnished to the Purchaser pursuant hereto
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact required to be stated therein or necessary to
make the statements contained therein not misleading or necessary in order to
provide a prospective purchaser of the business of the Company with full and
fair disclosure concerning the Company, its business, and the Company’s
affairs.

    


    ARTICLE
V

    REPRESENTATIONS
AND WARRANTIES OF PURCHASER

     

    5.1    Organization and Good
Standing.

     

    The
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada.

    


    5.2    Authority.

     

    (a)           The
execution and delivery of this Agreement and the consummation of the
transactions contemplated herein have been, or will prior to Closing be, duly
and validly approved and acknowledged by all necessary corporate action on the
part of the Purchaser.

    


    (b)           The
execution of this Agreement and the delivery hereof to the Seller and the
purchase contemplated herein have been, or will be prior to Closing, duly
authorized by the Purchaser’s Board of Directors having full power and authority
to authorize such actions.

    


    5.3    Conflicts; Consents of Third
Parties.

     

    (a) The
execution and delivery of this Agreement, the acquisition of the Shares by
Purchaser and the consummation of the transactions herein contemplated, and the
compliance with the provisions and terms of this Agreement, are not prohibited
by the Articles of Incorporation or Bylaws of the Purchaser and will not
violate, conflict with or result in a breach of any of the terms or provisions
of, or constitute a default under, any court order, indenture, mortgage, loan
agreement, or other agreement or instrument to which the Purchaser is a party or
by which it is bound.

     

    (b)  No
consent, approval, order or authorization of, or registration, declaration or
filing with any court, administrative agency or commission or other Governmental
Authority or instrumentality is required by or with respect to the Purchaser in
connection with the execution and delivery of this Agreement or the consummation
of the transactions contemplated hereby, except for (i) the filing of a S-4 with
the SEC in accordance with the Securities Act, (ii) the filing of the Joint
Proxy Statement/Prospectus (as defined in Section 4.9) with the SEC in
accordance with the Exchange Act, (iv) such consents, approvals, orders,
authorizations, registrations, declarations and filings as may be required under
applicable federal and state securities laws, and (v) such other consents,
authorizations, filings, approvals and registrations which, if not obtained or
made, individually or in the aggregate, would not be reasonably likely to have a
Material Adverse Effect.

     

     

    
      
        
        

      

      
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    5.4           SEC Documents; Financial
Statements.  Except as
disclosed in Schedule 5.4:

     

    (a)  The Purchaser has filed
all forms, reports and documents required to be filed with the SEC since the
initial filing date of the registration statement for the Purchaser's initial
public offering. All such required forms, reports and documents (including those
that the Purchaser may file subsequent to the date hereof) are referred to
herein as the “Purchaser SEC Reports.” As of their respective dates, the
Purchaser SEC Reports (i) were prepared in accordance with the requirements of
the Securities Act or the Exchange Act, as the case may be, and the rules and
regulations of the SEC thereunder applicable to such Purchaser SEC Reports, and
(ii) did not at the time they were filed (or if amended or superseded by a
filing prior to the date of this Agreement, then on the date of such filing)
contain any untrue statement of a material fact or omit 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. None of the Purchaser's Subsidiaries is subject to the periodic
reporting requirements of the Exchange Act.(b)Each of the consolidated financial
statements (including, in each case, any related notes thereto) contained in the
Purchaser SEC Reports (the “Purchaser Financials”), including any Purchaser SEC
Reports filed after the date hereof until the Closing, as of their respective
dates, (i) complied as to form in all material respects with the published rules
and regulations of the SEC with respect thereto, (ii) was prepared in accordance
with generally accepted accounting principles (“GAAP”) applied on a consistent
basis throughout the periods involved (except as may be indicated in the notes
thereto or, in the case of unaudited interim financial statements, as may be
permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly
presented the consolidated financial position of the Purchaser and its
Subsidiaries at the respective dates thereof and the consolidated results of its
operations and cash flows for the periods indicated, except that the unaudited
interim financial statements were or are subject to normal and recurring
year-end adjustments which were not, or are not expected to be, material in
amount.  The balance sheet of the Purchaser as of September 30 30,
2008 is hereinafter referred to as the “Purchaser Balance Sheet
Date.”  Except as disclosed in the Purchaser Financials, neither the
Purchaser nor any of its Subsidiaries has any liabilities (absolute, accrued,
contingent or otherwise) of a nature required to be disclosed on a balance sheet
or in the related notes to the consolidated financial statements prepared in
accordance with GAAP which are, individually or in the aggregate, material to
the business, results of operations or financial condition of the Purchaser and
its Subsidiaries taken as a whole, except liabilities (i) provided for in the
Purchaser Balance Sheet, or (ii) incurred since the date of the Purchaser
Balance Sheet in the ordinary course of business consistent with past practices
and which would not reasonably be expected to have a Purchaser Material Adverse
Effect.

     

     

    
      
        
        

      

      
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    5.5    Statements; Joint Proxy
Statement/Prospectus.  None of
the information supplied or to be supplied by the Purchaser for inclusion or
incorporation by reference in (i) the S-4 will at the time it becomes effective
under the Securities Act, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading and (ii) the Joint Proxy
Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus
is first mailed to the Company's stockholders and Parent's stockholders, at the
time of the Company Stockholders' Meeting, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not false or misleading, or omit to
state any material fact necessary to correct any statement in any earlier
communication with respect to the solicitation of proxies for the Company
Stockholders' Meeting which has become false or misleading. The Joint Proxy
Statement/Prospectus will comply as to form in all material respects with the
provisions of the Exchange Act and the rules and regulations
thereunder.  If at any time prior to the Closing Date, any event
relating to the Purchaser or any of its affiliates, officers or directors should
be discovered by the Purchaser which should be set forth in an amendment to the
S-4 or a supplement to the Joint Proxy Statement/Prospectus, the Purchaser shall
promptly inform the Company.

     

    5.6           Litigation.

     

    There are
no legal proceedings pending or, to the best knowledge of the Purchaser,
threatened that are reasonably likely to prohibit or restrain the ability of the
Purchaser to enter into this Agreement or consummate the transactions
contemplated hereby.

     

    5.7           Investment
Intention.

     

    The
Purchaser is acquiring the Shares for its own account, for investment purposes
only and not with a view to the distribution (as such term is used in Section
2(11) of the Securities Act) thereof.  Purchaser understands that the
Shares have not been registered under the Securities Act and cannot be sold
unless subsequently registered under the Securities Act or an exemption from
such registration is available.

     

    5.8    Broker.

     

    The
Purchaser has not retained any broker in connection with any transaction
contemplated by this Agreement.  Seller shall not be obligated to pay
any fee or commission associated with the retention or engagement by the
Purchaser of any broker in connection with any transaction contemplated by this
Agreement

     

    5.9    Patriot
Act.  The Purchaser certifies that neither the Purchaser nor
any of its subsidiaries has been designated, and is not owned or controlled, by
a “suspected terrorist” as defined in Executive Order 13224.  The
Purchaser hereby acknowledges that the Company and the Seller seek to comply
with all applicable laws concerning money laundering and related
activities.  In furtherance of those efforts, the Purchaser hereby
represents, warrants and agrees that:  (i) none of the cash or
property that the Purchaser has contributed or paid or will contribute and pay
to the Seller has been or shall be derived from, or related to, any activity
that is deemed criminal under United States law; and (ii) no contribution or
payment by the Purchaser or any of its subsidiaries to the Seller, to the extent
that they are within the Purchaser’s control shall cause the Seller or the
Company to be in violation of the United States Bank Secrecy Act, the United
States International Money Laundering Control Act of 1986 or the United States
International Money Laundering Abatement and Anti-Terrorist Financing Act of
2001.  The Purchaser shall promptly notify the Seller if any of these
representations ceases to be true and accurate regarding the Purchaser or any of
its subsidiaries.  The Purchaser agrees to provide the Seller any
additional information regarding the Purchaser or any of its subsidiaries that
the Seller reasonably request to ensure compliance with all applicable laws
concerning money laundering and similar activities.

     

     

    
      
        
        

      

      
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    5.10    Due Authorization of
Preferred Stock.  The shares of the Preferred Stock, when
delivered to the Seller, shall be validly issued and outstanding as fully paid
and non-assessable, free and clear of any liens, pledges, encumbrances, charges,
agreements, options, claims or other arrangements or restrictions of any
kind.

     

    ARTICLE
VI

    COVENANTS

     

    6.1 

     

    


    (a) As
promptly as practicable after the execution of this Agreement, Company and
Purchaser shall jointly prepare and Purchaser shall file with the SEC the S-4,
which shall include a document or documents that will constitute (i) the
prospectus forming part of the registration statement on the S-4 and (ii) the
Joint Proxy Statement/Prospectus.  Each of the parties hereto shall
use all commercially reasonable efforts to cause the S-4 to become effective as
promptly as practicable after the date hereof, and, prior to the effective date
of the S-4, the parties hereto shall take all action required under any
applicable laws in connection with the issuance of the Shares and the Preferred
Stock. Each of the Company and Purchaser shall provide promptly to the other
such information concerning its business and financial statements and affairs
as, in the reasonable judgment of the providing party or its counsel, may be
required or appropriate for inclusion in the Joint Proxy Statement/Prospectus
and the S-4, or in any amendments or supplements thereto, and cause its counsel
and auditors to cooperate with the other's counsel and auditors in the
preparation of the Joint Proxy Statement/Prospectus and the S-4.

     

    (b)  As
promptly as practicable after the effective date of the S-4, the Joint Proxy
Statement/Prospectus shall be mailed to the stockholders of the Company and of
Parent. Each of the parties hereto shall cause the Joint Proxy
Statement/Prospectus to comply as to form and substance with respect to such
party in all material respects with the applicable requirements of (i) the
Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of
the OTCBB. As promptly as practicable after the date of this Agreement, each of
the Company and Parent will prepare and file any other filings required to be
filed by it under the Exchange Act, the Securities Act or any other Federal,
foreign or Blue Sky or related laws relating to the transactions contemplated by
this Agreement (the “Other Filings”). Each of the Company and Purchaser will
notify the other promptly upon the receipt of any (i) comments from the SEC
or its staff or any other government officials, (ii) notice that the S-4 has
become effective, (iii) the issuance of any stop order, (iv) notice of the
suspension of the qualification of the common stock representing the Shares
issuable in connection with the transaction contemplated herein for offering or
sale in any jurisdiction, or (v) request by the SEC or its staff or any other
government officials for amendments or supplements to the S-4, the Joint Proxy
Statement/Prospectus or any Other Filing or for additional information and,
except as may be prohibited by any Governmental Entity, will supply the other
with copies of all correspondence between such party or any of its
representatives, on the one hand, and the SEC or its staff or any other
government officials, on the other hand, with respect to the S-4, the Joint
Proxy Statement/Prospectus, the Agreement or any Other Filing.  Each
of the Company and Purchaser will cause all documents that it is responsible for
filing with the SEC or other regulatory authorities under this Section 6.1(b) to
comply in all material respects with all applicable requirements of law and the
rules and regulations promulgated thereunder.

     

     

    
      
        
        

      

      
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    (c) Each
of Parent, Company and the Purchaser shall promptly inform the others of any
event which is required to be set forth in an amendment or supplement to the
Joint Proxy Statement/Prospectus, the S-4 or any Other Filing and each of
Parent, the Company and Purchaser shall amend or supplement the Joint Proxy
Statement/Prospectus to the extent required by law to do so. No amendment or
supplement to the Joint Proxy Statement/Prospectus or the S-4 shall be made
without the approval of Parent and the Company, which approval shall not be
unreasonably withheld or delayed. Each of the parties hereto shall advise the
other parties hereto, promptly after it receives notice thereof, of the time
when the S-4 has become effective or any supplement or amendment has been filed,
of the issuance of any stop order, of the suspension of the qualification of the
Parent Common Stock issuable in connection with the Merger for offering or sale
in any jurisdiction, or of any request by the SEC for an amendment of the Joint
Proxy Statement/Prospectus or the S-4 or comments thereon and responses thereto
or requests by the SEC for additional information.

     

    (d) Each of Parent, Company and
Purchaser shall keep the S-4 continuously effective under the Securities Act
until all securities covered by the S-4 have been sold, or may be sold without
restrictions pursuant to Rule 144, as determined by the counsel to the Company
pursuant to a written opinion letter to such effect, addressed and acceptable to
the Company’s transfer agent and the affected Holders (the “Effectiveness
Period”).

    


    6.2    Access to
Information.

     

    The
Seller and the Company agree that, prior to the Closing Date, the Purchaser
shall be entitled, through its officers, employees and representatives
(including, without limitation, its legal advisors and accountants), to make
such investigation of the properties, businesses and operations of the Company
and its Subsidiaries or Parents and such examination of the books, records and
financial condition of the Company and its Subsidiaries or Parents as it
reasonably requests and to make extracts and copies of such books and
records.  Any such investigation and examination shall be conducted
during regular business hours and under reasonable circumstances, and the Seller
shall cooperate, and shall cause the Company and its Subsidiaries or Parents to
cooperate, fully therein.  No investigation by the Purchaser prior to
or after the date of this Agreement shall diminish or obviate any of the
representations, warranties, covenants or agreements of the Seller contained in
this Agreement or any other agreement referenced herein.  In order
that the Purchaser may have full opportunity to make such physical, business,
accounting and legal review, examination or investigation as it may reasonably
request of the affairs of the Company and its Subsidiaries and Parents, the
Seller shall cause the officers, employees, consultants, agents, accountants,
attorneys and other representatives of the Company and its Subsidiaries and
Parents to cooperate fully with such representatives in connection with such
review and examination.  It is agreed and understood that all
information provided pursuant to this Section 6.1 is subject to the terms and
conditions of the Confidentiality/Standstill Agreement.

     

     

    
      
        
        

      

      
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    6.3    Conduct of the Business
Pending the Closing.

     

    (a) Except as
otherwise expressly contemplated by this Agreement or with the prior written
consent of the Purchaser, prior to the Closing the Seller shall, and shall cause
the Company to:

     

    (i) Conduct
the respective businesses of the Company only in the ordinary course consistent
with past practice;

     

    (ii) Use its
best efforts to (A) preserve its present business operations, organization
(including, without limitation, management and the sales force) and goodwill of
the Company and (B) preserve its present relationship with parties having
business dealings with the Company;

     

    (iii) Maintain
(A) all of the assets and properties of the Company in their current condition,
ordinary wear and tear excepted and except for dispositions in the ordinary
course of business and (B) insurance upon all of the properties and assets of
the Company in such amounts and of such kinds comparable to that in effect on
the date of this Agreement;

     

    (iv) (A)
maintain the books, accounts and records of the Company in the ordinary course
of business consistent with past practices, (B) continue to collect accounts
receivable and pay accounts payable utilizing normal procedures and without
discounting or accelerating payment of such accounts, and (C) comply with all
contractual and other obligations applicable to the operation of the Company;
and

     

    (v) Comply in
all material respects with applicable laws.

     

    (b) Except as
otherwise expressly contemplated by this Agreement or with the prior written
consent of the Purchaser, prior to the Closing the Seller shall not, and shall
cause the Company not to:

     

    (i) Declare,
set aside, make or pay any dividend or other distribution in respect of the
capital stock of the Company or repurchase, redeem or otherwise acquire any
outstanding shares of the capital stock or other securities of, or other
ownership interests in, the Company;

     

     

    
      
        
        

      

      
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    (ii) Transfer,
issue, sell or dispose of any shares of capital stock or other securities of the
Company or grant options, warrants, calls or other rights to purchase or
otherwise acquire shares of the capital stock or other securities of the
Company;

     

    (iii) Effect
any recapitalization, reclassification, stock split or like change in the
capitalization of the Company;

     

    (iv) Amend the
Articles of Incorporation or Bylaws of the Company;

     

    (v) (A)
materially increase the annual level of compensation of any employee of the
Company, (B) increase the annual level of compensation payable or to become
payable by the Company to any of its executive officers, (C) grant any unusual
or extraordinary bonus, benefit or other direct or indirect compensation to any
employee, director or consultant, (D) increase the coverage or benefits
available under any (or create any new) severance pay, termination pay, vacation
pay, Company awards, salary continuation for disability, sick leave, deferred
compensation, bonus or other incentive compensation, insurance, pension or other
employee benefit plan or arrangement made to, for, or with any of the directors,
officers, employees, agents or representatives of the Company or otherwise
modify or amend or terminate any such plan or arrangement or (E) enter into any
employment, deferred compensation, severance, consulting, non-competition or
similar agreement (or amend any such agreement) to which the Company is a party
or involving a director, officer or employee of the Company in his or her
capacity as a director, officer or employee of the Company;

     

    (vi) Except
for trade payables and for indebtedness for borrowed money incurred in the
ordinary course of business and consistent with past practice, borrow monies for
any reason or draw down on any line of credit or debt obligation, or become the
guarantor, surety, endorser or otherwise liable for any debt, obligation or
liability (contingent or otherwise) of any other party, or change the terms of
payables or receivables;

     

    (vii) Subject
to any lien (except for leases that do not materially impair the use of the
property subject thereto in their respective businesses as presently conducted),
any of the properties or assets (whether tangible or intangible) of the
Company;

     

    (viii) Acquire
any material properties or assets or sell, assign, transfer, convey, lease or
otherwise dispose of any of the material properties or assets (except for fair
consideration in the ordinary course of business consistent with past practice)
of the Company except, with respect to the items listed on Schedule 6.3(b)(viii)
hereto, as previously consented to by the Purchaser;

     

    (ix) Cancel or
compromise any debt or claim or waive or release any material right of the
Company except in the ordinary course of business consistent with past
practice;

     

    (x) Enter
into any commitment for capital expenditures out of the ordinary
course;

     

     

    
      
        
        

      

      
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    (xi) Permit
the Company to enter into any transaction or to make or enter into any Contract
which by reason of its size or otherwise is not in the ordinary course of
business consistent with past practice;

     

    (xii) Permit
the Company to enter into or agree to enter into any merger or consolidation
with any corporation or other entity, and not engage in any new business or
invest in, make a loan, advance or capital contribution to or otherwise acquire
the securities of any other party;

     

    (xiii) Except
for transfers of cash pursuant to normal cash management practices, permit the
Company to make any investments in or loans to, or pay any fees or expenses to,
or enter into or modify any Contract with, Seller or any affiliate of Seller;
or

     

    (xiv) Agree to
do anything prohibited by this Section 6.3 or anything which would make any of
the representations and warranties of the Seller in this Agreement or any other
agreement referenced herein untrue or incorrect in any material respect as of
any time through and including the Closing.

     

    6.4    Consents.

     

    The
Seller shall use their best efforts, and the Purchaser shall cooperate with the
Seller, to obtain at the earliest practicable date all consents and approvals
required to consummate the transactions contemplated by this Agreement,
including, without limitation, the consents and approvals referred to in Section
4.7 hereof; provided, however, that neither the Seller nor the Purchaser shall
be obligated to pay any consideration therefore to any third party from whom
consent or approval is requested.

     

    6.5    Other
Actions.

     

    Each of
the Seller and the Purchaser shall use its best efforts to (i) take all actions
necessary or appropriate to consummate the transactions contemplated by this
Agreement, and (ii) cause the fulfillment at the earliest practicable date of
all of the conditions to their respective obligations to consummate the
transactions contemplated by this Agreement.

     

    6.6    No Solicitation; Alternate
Transaction.

     

    (i) The
Seller will not, and will not cause or permit the Company or any of the
Company's directors, officers, employees, representatives or agents
(collectively, the "Representatives") to, directly or indirectly, (i) discuss,
negotiate, undertake, authorize, recommend, propose or enter into, either as the
proposed surviving, merged, acquiring or acquired corporation, any transaction
involving a merger, consolidation, change of control, business combination,
purchase or disposition of any amount of the assets or capital stock or other
equity interest in the Company other than the transactions contemplated by this
Agreement (an "Alternate Transaction"), (ii) facilitate, encourage, solicit or
initiate discussions, negotiations or submissions of proposals or offers in
respect of an Alternate Transaction, (iii) furnish or cause to be furnished, to
any party, any information concerning the business, operations, properties or
assets of the Company in connection with an Alternate Transaction, or (iv)
otherwise cooperate in any way with, or assist or participate in, facilitate or
encourage, any effort or attempt by any other party to do or seek any of the
foregoing.  The Seller will inform the Purchaser in writing
immediately following the receipt by Seller, the Company or any Representative
of any proposal or inquiry in respect of any Alternate Transaction.

     

    
      
        
        

      

      
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    (ii) If the
Seller, the Company or any of the Company's directors, officers, employees,
representatives or agents enters into definitive documentation with respect to,
or accepts in principal a proposal with respect to an Alternate Transaction
prior to the Closing Date, then Seller and Company, jointly and severally
shall  pay to Purchasers  an amount in cash equal to the
lesser of: (a) the sum of: (i) the documented out-of-pocket third party expenses
Purchasers have incurred in respect of the transactions contemplated by this
Agreement or (ii) Fifty Thousand Dollars ($50,000) (collectively, the “Expense
Reimbursement’’). The Expense Reimbursement shall he paid Purchaser on such date
as Seller and/or Company formally enter into definitive documents, or accepts
any proposal relating to an Alternate Transaction.

     

    6.7    Publicity.

     

    None of
the Seller nor the Purchaser shall issue any press release or public
announcement concerning this Agreement or the transactions contemplated hereby
without obtaining the prior written approval of the other party hereto, which
approval will not be unreasonably withheld or delayed, unless, in the sole
judgment of the Purchaser or the Seller, disclosure is otherwise required by
applicable law, rule or regulation or by the applicable rules of any stock
exchange on which the Purchaser lists securities, provided that, to the extent
required by applicable law, the party intending to make such release shall use
its best efforts consistent with such applicable law to consult with the other
party with respect to the text thereof.

     

    6.8    Use of
Name.

     

    The
Seller hereby agree that upon the consummation of the transactions contemplated
hereby, the Purchaser and the Company shall have the sole right to the use of
the name "ABAZIAS.COM Incorporated" and the Seller shall not, and shall not
cause or permit any affiliate to, use such name or any variation or simulation
thereof.

     

    6.9    Employment
Agreements.

     

    On or
prior to the Closing Date, each of Oscar Rodriguez and Jesus Diaz (each
“Employee and collectively, the “Employees”) shall enter into an employment
agreement with the Company, substantially in the form of agreement attached
hereto as Exhibit D-1 (the “Employment Agreements”) and Strategic Capital
Advisors shall enter into a consulting agreement for prior services rendered
substantially in the form of agreement attached hereto as Exhibit D-2 (the
“Consulting Agreement”).

    


    6.10    Non-Competition.

     

    For a
period of two years after the later of the Closing Date or the termination of
each Employee’s Employment Agreement by the Company, each Employee agrees not to
engage in any of the following competitive activities: (a) engaging directly or
indirectly in any business or activity substantially similar to any business or
activity engaged in (or scheduled to be engaged) by the Company or the Purchaser
in any areas where the Company or the Purchaser engage in business; (b) engaging
directly or indirectly in any business or activity competitive with any business
or activity engaged in (or scheduled to be engaged) by the Company or the
Purchaser in any areas where the Company or the Purchaser engage in business;
(c) soliciting or taking away any employee, agent, representative, contractor,
supplier, vendor, customer, franchisee, lender or investor of the Company or the
Purchaser, or attempting to so solicit or take away; (d) interfering with any
contractual or other relationship between the Company or the Purchaser and any
employee, agent, representative, contractor, supplier, vendor, customer,
franchisee, lender or investor; or (e) using, for the benefit of any person or
entity other than the Company, any confidential information of the Company or
the Purchaser. Nothing in this Section 6.10 shall be deemed, however, to prevent
Employees from owning securities of any publicly-owned corporation engaged in
any such business, provided that the total amount of securities of each class
owned by such individual in such publicly-owned corporation (other than
Purchaser) does not exceed two percent (2%) of the outstanding securities of
such class. In addition, no Seller shall make any negative statement of any kind
concerning the Company, the Purchaser or their affiliates, or their directors,
officers or agents, except as such may be compelled by legal proceeding or
governmental action or authority.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

     

    6.11    Additional
Funding.

     

    During the six months after the Closing
Date, Purchaser will provide additional non-debt funding to the Company of Five
Hundred Thousand Dollars ($500,000.00) to be used by the Company for general
working capital or such other purposes in furtherance of the business of the
Company as Company and Purchaser shall mutually agree.  This money
will be advanced in amounts and at times during this six month period at the
request of the officers of the Company as determined in their sole and absolute
discretion.  If any requested advance is not made by the end of a
seven (7) day period, Purchaser shall distribute 13,001,000, or such greater
number of shares if more than 13,001,000 shares of Preferred Stock are issued as
consideration at closing, to the extent that the shares of Preferred Stock are
convertible into more than 13 million one thousand (13,001,000) Shares of common
stock pursuant to the adjustment provisions of section 4.3 of the Certificate of
Designations, to the same shareholders of the Company in the same amounts as the
shares of Preferred Stock distributed to such Company shareholders at Closing.
The holders of a majority of such shares shall be entitled to make one demand to
the Purchaser to register such shares on a registration statement.

     

    ARTICLE
VII

    CONDITIONS
TO CLOSING

     

    7.1    Conditions Precedent to
Obligations of Purchaser.

     

    The
obligation of the Purchaser to consummate the transactions contemplated by this
Agreement is subject to the fulfillment, on or prior to the Closing Date, of
each of the following conditions (any or all of which may be waived by the
Purchaser in whole or in part to the extent permitted by applicable
law):

     

    (a) all
representations and warranties of the Seller contained herein shall be true and
correct as of the date hereof;

     

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    (b) all
representations and warranties of the Seller contained herein qualified as to
materiality shall be true and correct, and the representations and warranties of
the Seller contained herein not qualified as to materiality shall be true and
correct in all material respects, at and as of the Closing Date with the same
effect as though those representations and warranties had been made again at and
as of that time;

     

    (c) the
Seller shall have performed and complied in all material respects with all
obligations and covenants required by this Agreement to be performed or complied
with by  them on or prior to the Closing Date;

     

    (d) the
Purchaser shall have been furnished with certificates (dated the Closing Date
and in form and substance reasonably satisfactory to the Purchaser) executed by
each Seller certifying as to the fulfillment of the conditions specified in
Sections 7.1(a), 7.1(b) and 7.1(c) hereof;

     

    (e) the
Purchaser shall have been furnished with duly authorized shareholder and Board
of Director resolutions of Seller and the Company authorizing the entry by
Seller and the Company into this Agreement;

     

    (f) Certificates
representing 100% of the Shares shall have been, or shall at the Closing be,
validly delivered and transferred to the Purchaser, free and clear of any and
all liens;

     

    (g) The SEC
shall have declared the S-4 effective.  No stop order suspending the
effectiveness of the S-4 or any part thereof shall have been issued and no
proceeding for that purpose, and no similar proceeding in respect of the Joint
Proxy Statement/Prospectus, shall have been initiated or threatened in writing
by the SEC.

     

    (h) there
shall not have been or occurred any Material Adverse Change;

     

    (i) the
Seller shall have obtained all consents and waivers referred to in Section 4.7
hereof, in a form reasonably satisfactory to the Purchaser, with respect to the
transactions contemplated by this Agreement;

     

    (j) no legal
proceedings shall have been instituted or threatened or claim or demand made
against the Seller, the Company, or the Purchaser seeking to restrain or
prohibit or to obtain substantial damages with respect to the consummation of
the transactions contemplated hereby, and there shall not be in effect any order
by a governmental body of competent jurisdiction restraining, enjoining or
otherwise prohibiting the consummation of the transactions contemplated
hereby;

     

    (k) the
Purchaser shall have received the written resignations of each director of the
Company,

     

     the
Employment Agreements shall have been executed by Purchaser, Oscar Rodriguez and
Jesus Diaz and Consulting Agreement executed by Strategic Capital
Advisors.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    7.2    Conditions Precedent to
Obligations of the Seller.

     

    The
obligations of the Seller to consummate the transactions contemplated by this
Agreement are subject to the fulfillment, prior to or on the Closing Date, of
each of the following conditions (any or all of which may be waived by the
Seller in whole or in part to the extent permitted by applicable
law):

     

    (a) all
representations and warranties of the Purchaser contained herein shall be true
and correct as of the date hereof;

     

    (b) all
representations and warranties of the Purchaser contained herein qualified as to
materiality shall be true and correct, and all representations and warranties of
the Purchaser contained herein not qualified as to materiality shall be true and
correct in all material respects, at and as of the Closing Date with the same
effect as though those representations and warranties had been made again at and
as of that date;

     

    (c) the
Purchaser shall have performed and complied in all material respects with all
obligations and covenants required by this Agreement to be performed or complied
with by Purchaser on or prior to the Closing Date;

     

    (d)  The
SEC shall have declared the S-4 effective.  No stop order suspending
the effectiveness of the S-4 or any part thereof shall have been issued and no
proceeding for that purpose, and no similar proceeding in respect of the Joint
Proxy Statement/Prospectus, shall have been initiated or threatened in writing
by the SEC.

     

    (e) the
Seller shall have been furnished with certificates (dated the Closing Date and
in form and substance reasonably satisfactory to the Seller) executed by the
Chief Executive Officer and Chief Financial Officer of the Purchaser certifying
as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and
7.2(c); and

     

    (f) no legal
proceedings shall have been instituted or threatened or claim or demand made
against the Seller, the Company, or the Purchaser seeking to restrain or
prohibit or to obtain substantial damages with respect to the consummation of
the transactions contemplated hereby, and there shall not be in effect any order
by a governmental body of competent jurisdiction restraining, enjoining or
otherwise prohibiting the consummation of the transactions contemplated
hereby.

     

    ARTICLE
VIII

    DOCUMENTS
TO BE DELIVERED

     

    8.1    Documents to be Delivered by
the Seller.

     

    At the
Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser
the following:

     

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (a) stock
certificates representing the Shares referred to in Section 7.1(f) hereof, duly
endorsed in blank or accompanied by stock transfer powers and with all requisite
stock transfer tax stamps attached;

     

    (b) the
certificates referred to in Section 7.1(e) hereof;

     

    (c) copies of
all consents and waivers referred to in Section 7.1(i) hereof;

     

    (d) written
resignations of each of the directors of the Company;

     

    (e) certificate
of good standing with respect to the Company issued by the Secretary of State of
the State of incorporation, and for each state, if any, in which the Company is
qualified to do business as a foreign corporation;

     

    (f) such
other documents as the Purchaser shall reasonably request.

     

    8.2    Documents to be Delivered by
the Purchaser.

     

    At the
Closing, the Purchaser shall deliver to the Seller the following:

     

    (a) the
Closing Payment (provided that the Preferred Stock may be delivered within three
(3) business days of the Closing Date pursuant to Section 2.2(ii); provided,
however, if the Closing Payment is not delivered at Closing, the Purchaser shall
deliver irrevocable instructions to the Purchaser’s Transfer Agent to deliver
the Closing Payment as required under this Agreement);

     

    (b) the
certificates referred to in Section 7.2(e) hereof;

     

    (c) Employment
Agreements and Consulting Agreement, substantially in the forms of Exhibits D-1
and D-2 hereto, duly executed by Oscar Rodriguez and Jesus Diaz and Strategic
Capital Advisors, respectively;

     

    (d) such
other documents as the Seller shall reasonably request.

     

    ARTICLE
IX

    INDEMNIFICATION

     

    9.1    Indemnification.

     

    (a) Subject
to Sections 9.2 and 10.2 hereof, Seller hereby agree to indemnify and hold the
Purchaser, the Company, and their respective directors, officers, employees,
affiliates, agents, successors and assigns (collectively, the "Purchaser
Indemnified Parties") harmless from and against:

     

    (i) any and
all liabilities of the Company of every kind, nature and description, absolute
or contingent, existing as against the Company prior to and including the
Closing Date or thereafter coming into being or arising by reason of any state
of facts existing, or any transaction entered into, on or prior to the Closing
Date, except to the extent that the same have been fully provided for in the
Schedules attached hereto or were incurred in the ordinary course of business
between the Company Balance Sheet Date and the Closing Date;

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (ii) any and
all losses, liabilities, obligations, damages, costs and expenses based upon,
attributable to or resulting from the failure of any representation or warranty
of the Seller set forth in Section 4 hereof, or any representation or warranty
contained in any certificate delivered by or on behalf of the Seller pursuant to
this Agreement, to be true and correct in all respects as of the date
made;

     

    (iii) any and
all losses, liabilities, obligations, damages, costs and expenses based upon,
attributable to or resulting from the breach of any covenant or other agreement
on the part of the Seller under this Agreement;

     

    (iv) any and
all notices, actions, suits, proceedings, claims, demands, assessments,
judgments, costs, penalties and expenses, including reasonable attorneys' and
other professionals' fees and disbursements (collectively, "Expenses") incident
to any and all losses, liabilities, obligations, damages, costs and expenses
with respect to which indemnification is provided hereunder (collectively,
"Losses").

     

    (b) Subject
to Sections 9.2 and 10.2 hereof, Purchaser hereby agrees to indemnify and hold
the Seller and their respective affiliates, agents, successors and assigns
(collectively, the "Seller Indemnified Parties") harmless from and
against:

     

    (i) any and
all Losses based upon, attributable to or resulting from the failure of any
representation or warranty of the Purchaser set forth in Section 5 hereof, or
any representation or warranty contained in any certificate delivered by or on
behalf of the Purchaser pursuant to this Agreement, to be true and correct as of
the date made;

     

    (ii) any and
all Losses based upon, attributable to or resulting from the breach of any
covenant or other agreement on the part of the Purchaser under this Agreement or
arising from the ownership or operation of the Company from and after the
Closing Date, unless such claim is for a pre-Closing matter; and

     

    (iii) any and
all Expenses incident to the foregoing.

     

    


    9.2    Limitations on
Indemnification for Breaches of Representations and
Warranties.

     

    An
indemnifying party shall not have any liability under Section 9.1(a)(ii) or
Section 9.1(b)(i) hereof unless the aggregate amount of Losses and Expenses to
the indemnified parties exceeds $10,000 (the “Basket”) (except for Losses and
Expenses based upon, attributable to or resulting from the failure of any
representation or warranty to be true and correct under Section 4, for which the
Basket shall not apply) and, in such event, the indemnifying party shall be
required to pay the entire amount of such Losses and Expenses in excess of the
Basket.  Notwithstanding anything else contained herein, the maximum
liability Seller shall be required to pay hereunder, in the aggregate, shall be
the aggregate amount of cash and shares of the Purchaser (valued as of their
date of issuance) paid or delivered to the Seller (the “Cap”).  In
addition, if any Loss or Expense of Purchaser is covered by insurance, Seller
shall not be required to indemnify Purchaser for the amount of such Losses or
Expenses to the extent of such insurance proceeds and Seller shall only pay
Purchaser the excess of the Losses and Expenses, if any, over such insurance
proceeds, subject to the Cap.  Following the Closing, other than in
cases of fraud, this Article 9 shall be the sole and exclusive remedy of the
parties hereto and their successors and assigns with respect to any and all
claims for Losses and Expenses sustained or incurred arising out of this
Agreement.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    9.3    Indemnification
Procedures.

     

    (a) In the
event that any legal proceedings shall be instituted or that any claim or demand
("Claim") shall be asserted by any person or entity in respect of which payment
may be sought under Section 9.1 hereof (regardless of the Basket referred to
above), the indemnified party shall reasonably and promptly cause written notice
of the assertion of any Claim of which it has knowledge which is covered by this
indemnity to be forwarded to the indemnifying party.  The indemnifying
party shall have the right, at its sole option and expense, to be represented by
counsel of its choice, which must be reasonably satisfactory to the indemnified
party, and to defend against, negotiate, settle or otherwise deal with any Claim
which relates to any Losses indemnified against hereunder.  If the
indemnifying party elects to defend against, negotiate, settle or otherwise deal
with any Claim which relates to any Losses indemnified against hereunder, it
shall within five (5) days (or sooner, if the nature of the Claim so requires)
notify the indemnified party of its intent to do so.  If the
indemnifying party elects not to defend against, negotiate, settle or otherwise
deal with any Claim which relates to any Losses indemnified against hereunder,
fails to notify the indemnified party of its election as herein provided or
contests its obligation to indemnify the indemnified party for such Losses under
this Agreement, the indemnified party may defend against, negotiate, settle or
otherwise deal with such Claim.  If the indemnified party defends any
Claim, then the indemnifying party shall reimburse the indemnified party for the
Expenses of defending such Claim upon submission of periodic
bills.  If the indemnifying party shall assume the defense of any
Claim, the indemnified party may participate, at his or its own expense, in the
defense of such Claim; provided, however, that such indemnified party shall be
entitled to participate in any such defense with separate counsel at the expense
of the indemnifying party if, (i) so requested by the indemnifying party to
participate or (ii) in the reasonable opinion of counsel to the indemnified
party, a conflict or potential conflict exists between the indemnified party and
the indemnifying party that would make such separate representation advisable;
and provided, further, that the indemnifying party shall not be required to pay
for more than one such counsel for all indemnified parties in connection with
any Claim.  The parties hereto agree to cooperate fully with each
other in connection with the defense, negotiation or settlement of any such
Claim.

     

    (b) After any
final judgment or award shall have been rendered by a court, arbitration board
or administrative agency of competent jurisdiction and the expiration of the
time in which to appeal therefrom, or a settlement shall have been consummated,
or the indemnified party and the indemnifying party shall have arrived at a
mutually binding agreement with respect to a Claim hereunder, the indemnified
party shall forward to the indemnifying party notice of any sums due and owing
by the indemnifying party pursuant to this Agreement with respect to such matter
and the indemnifying party shall be required to pay all of the sums so due and
owing to the indemnified party by wire transfer of immediately available funds
within 10 business days after the date of such notice.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (c) The
failure of the indemnified party to give reasonably prompt notice of any Claim
shall not release, waive or otherwise affect the indemnifying party's
obligations with respect thereto except to the extent that the indemnifying
party can demonstrate actual loss and prejudice as a result of such
failure.

     

    (d) With
respect to amounts payable by Seller hereunder to the Purchaser hereunder, it is
agreed that Seller shall first be obligated to pay all amounts in cash, up to
the cash value of the Preferred Stock actually received by the Seller pursuant
to Article II of this Agreement.  Seller may then deliver shares of
Purchaser Preferred Stock to the Purchaser to pay any additional amounts due
hereunder.  Any shares of Purchaser common stock so used to make
payments hereunder shall be valued at the closing price of such shares on the
day prior to the date of delivery to the Purchaser, endorsed for
transfer.  Any additional amounts which Seller shall be required to
pay after the delivery of any shares of Purchaser common stock shall be made in
cash.

     

    ARTICLE
X

    MISCELLANEOUS

     

    10.1    Payment of Sales, Use or
Similar Taxes.

     

    All
sales, use, transfer, intangible, recordation, documentary stamp or similar
Taxes or charges, of any nature whatsoever, applicable to, or resulting from,
the transactions contemplated by this Agreement shall be borne by the
Seller.

     

    10.2    Survival of Representations
and Warranties.

     

    The
parties hereto hereby agree that the representations and warranties contained in
this Agreement or in any certificate, document or instrument delivered in
connection herewith, shall survive the execution and delivery of this Agreement,
and the Closing hereunder, regardless of any investigation made by the parties
hereto; provided, however, that any claims or actions with respect thereto
(other than claims for indemnifications with respect to the representation and
warranties contained in Sections 4.3, 4.11, 4.28 and 5.8  which shall
survive for periods coterminous with any applicable statutes of limitation)
shall terminate unless within twenty four (24) months after the Closing Date
written notice of such claims is given to the Seller or such actions are
commenced.

     

    10.3    Expenses.

     

    Except as
otherwise provided in this Agreement, the Seller and the Purchaser shall each
bear its own expenses incurred in connection with the negotiation and execution
of this Agreement and each other agreement, document and instrument contemplated
by this Agreement and the consummation of the transactions contemplated hereby
and thereby, it being understood that in no event shall the Company bear any of
such costs and expenses.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

     

    10.4    Further
Assurances.

     

    The
Seller and the Purchaser each agrees to execute and deliver such other documents
or agreements and to take such other action as may be reasonably necessary or
desirable for the implementation of this Agreement and the consummation of the
transactions contemplated hereby.

    


    10.5    Submission to Jurisdiction;
Consent to Service of Process.

     

    (a) The
parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of
any federal or state court located within the State of Florida over any dispute
arising out of or relating to this Agreement or any of the transactions
contemplated hereby and each party hereby irrevocably agrees that all claims in
respect of such dispute or any suit, action proceeding related thereto may be
heard and determined in such courts.  The parties hereby irrevocably
waive, to the fullest extent permitted by applicable law, any objection which
they may now or hereafter have to the laying of venue of any such dispute
brought in such court or any defense of inconvenient forum for the maintenance
of such dispute.  Each of the parties hereto agrees that a judgment in
any such dispute may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.

     

    (b) Each of
the parties hereto hereby consents to process being served by any party to this
Agreement in any suit, action or proceeding by the mailing of a copy thereof in
accordance with the provisions of Section 10.9.

     

    (c) If
any legal action or any arbitration or other proceeding is brought for the
enforcement or interpretation of this Agreement, or because of an alleged
dispute, breach, default or misrepresentation in connection with or related to
this Agreement, the successful or prevailing party shall be entitled to recover
reasonable attorneys' fees and other costs in connection with that action or
proceeding, in addition to any other relief to which it or they may be
entitled.

    


    10.6    Entire Agreement; Amendments
and Waivers.

     

    This Agreement (including the schedules
and exhibits hereto )represents the entire understanding and agreement between
the parties hereto with respect to the subject matter hereof and can be amended,
supplemented or changed, and any provision hereof can be waived, only by written
instrument making specific reference to this Agreement signed by the party
against whom enforcement of any such amendment, supplement, modification or
waiver is sought.  No action taken pursuant to this Agreement,
including without limitation, any investigation by or on behalf of any party,
shall be deemed to constitute a waiver by the party taking such action of
compliance with any representation, warranty, covenant or agreement contained
herein.  The waiver by any party hereto of a breach of any provision
of this Agreement shall not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent
breach.  No failure on the part of any party to exercise, and no delay
in exercising, any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of such right, power or remedy
by such party preclude any other or further exercise thereof or the exercise of
any other right, power or remedy.  All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by
law.

     

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    10.7    Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without giving effect to
principles regarding conflict of laws.

     

    10.8    Table of Contents and
Headings.

     

    The table
of contents and section headings of this Agreement are for reference purposes
only and are to be given no effect in the construction or interpretation of this
Agreement.

     

    10.9    Notices.

     

    All
notices and other communications under this Agreement shall be in writing and
shall be deemed given when delivered personally, mailed by certified mail,
return receipt requested, or via recognized overnight courier service with all
charges prepaid or billed to the account of the sender to the parties (and shall
also be transmitted by facsimile to the parties receiving copies thereof) at the
following addresses (or to such other address as a party may have specified by
notice given to the other party pursuant to this provision):

     

    
      	
              (a)  

            	
              Purchaser:

            


    

    


    OmniReliant
Holdings, Inc.

    14375
Myerlake Circle

    Clearwater,
FL 33760

    Attention
Paul Morrison

     

    Copy
to:

     

    Darrin
Ocasio, Esq.

    Sichenzia
Ross Friedman Ference LLP

    61
Broadway, 32nd
Floor

    New York,
New York 10006

    Phone:  (212)
930-9700

    Facsimile:
(212) 930-9725

    


    
      	
              (b)  

            	
              Seller
      and Company:

            


    

    


    Abazias,
Inc.

    5214 SW
91st
Terrace Suite A

    Gainesville,
FL 32608

    Attention:
Oscar Rodriguez

     

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    


    10.10    Severability.

     

    If any
provision of this Agreement is invalid or unenforceable, the balance of this
Agreement shall remain in effect.

     

    


    10.11    Binding Effect;
Assignment.

     

    This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns.  Nothing in this
Agreement shall create or be deemed to create any third party beneficiary rights
in any person or entity not a party to this Agreement except as provided
below.  No assignment of this Agreement or of any rights or
obligations hereunder may be made by either the Seller or the Purchaser (by
operation of law or otherwise) without the prior written consent of the other
parties hereto and any attempted assignment without the required consents shall
be void. 

     

    [intentionally
blank]

     

    


    
      
        
           


        

        
          36

          
            

          

        

        
           


        

      

    

    


    


     

    IN WITNESS WHEREOF, the parties hereto
have executed or caused to be duly executed this Stock Purchase Agreement as of
the date first set forth above.

     

     

    OMNIRELIANT
HOLDINGS, INC.

     

    By: 
________________________________

    Paul
Morrison

    Chief
Executive Officer

     

     

    ABAZIAS.COM,
INC.

     

    By: 
________________________________

    Oscar
Rodriguez

    Chief
Executive Officer

     

     

    ABAZIAS,
INC.

     

    By: 
________________________________

    Oscar
Rodriguez

    Chief
Executive Officer

    


    


    


    

      
        
           


        

        
          37

          
            

          

        

        
           


        

      



    EXHIBITS

    


    
      	
              Exhibit
      A

            	
              Certificate
      of Designations of OmniReliant Holdings, Inc.’s Preferred
      Stock

            


    

    


    
      	
              Exhibit
      B

            	
              Secured
      Convertible Promissory Note dated August 12,
  2008

            


    

    


    
      	
              Exhibit
      C

            	
              Note
      Purchase Agreement dated August 12, 2008 by and between Abazias, Inc. and
      OmniReliant Holdings, Inc.

            


    

    


    
      	
              Exhibit
      D-1

            	
              Employment
      Agreements of Oscar Rodriguez and Jesus
Diaz.

            


    

    


    
      	
              Exhibit
      D-2

            	
              Consulting
      Agreement by and between Strategic Capital Advisors and OmniReliant
      Inc.

            


    

    


    SCHEDULES

     

    
      
        	
                Schedule1.1

              	
                Shares

              


      

    

    


    
      	
              Schedule4.3

            	
              Capital
      Stock

            


    

    


    
      	
              Schedule4.6 

            	
              Subsidiaries,
      Parents and Affiliates.

            


    

    


    
      	
              Schedule4.8 

            	
              SEC
      Documents; Financial Statements

            


    

    


    
      	
              Schedule4.11 

            	
              Absence
      of Undisclosed Liabilities

            


    

    


    
      	
              Schedule4.12 

            	
              Taxes

            


    

    


    
      	
              Schedule4.13 

            	
              Accounts
      Receivable

            


    

    


    
      	
              Schedule4.14 

            	
              Inventory

            


    

    


    
      	
              Schedule4.15 

            	
              Machinery
      and Equipment

            


    

    


    
      	
              Schedule4.16 

            	
              Real
      Property Matters

            


    

    


    
      	
              Schedule4.17 

            	
              Leases

            


    

    


    
      	
              Schedule4.18 

            	
              Patents,
      Software, Trademarks, Etc.

            


    

    


    
      	
              Schedule4.19 

            	
              Insurance
      Policies

            


    

    


    
      	
              Schedule4.21 

            	
              Lists
      of Contracts, Etc.

            


    

    


    
      	
              Schedule4.22 

            	
              Compliance
      With the Law

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Schedule4.23 

            	
              Litigation;
      Pending Labor Disputes

            


    

    


    
      	
              Schedule4.25 

            	
              Product
      Warranties and Product Liabilities

            


    

    


    
      	
              Schedule4.26 

            	
              Assets

            


    

    


    
      	
              Schedule4.28 

            	
              Licenses,
      Permits, Consents and Approvals

            


    

    


    
      	
              Schedule4.29 

            	
              Environmental
      Matters

            


    

    


    
      	
              Schedule4.31 

            	
              Related
      Party Transactions

            


    

    


    
      	
              Schedule6.3(b)(viii) 

            	
              Conduct
      of Business

            


    

    


    


    


    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    EXHIBIT
A

    


    OMNIRELIANT
HOLDINGS, INC.

    STATEMENT
OF DESIGNATION, POWERS,

    PREFERENCES
AND RIGHTS OF

    SERIES
E PREFERRED STOCK

    


    Pursuant
to NRS 78.1955

    


    The
undersigned, Chief Executive Officer of OmniReliant Holdings, Inc., a Nevada
corporation (the “Corporation”), DOES HEREBY CERTIFY that the following
resolutions were duly adopted by the Board of Directors of the Corporation by
unanimous written consent on December 3, 2008 (“Effective Date”):

    


    WHEREAS,
the Board of Directors is authorized within the limitations and restrictions
stated in the Articles of Incorporation of the Corporation, to provide by
resolution or resolutions for the issuance of 100,000,000 shares of Preferred
Stock of the Corporation, in such series and with such designations and such
powers, preferences, rights, qualifications, limitations and restrictions
thereof as the Corporation’s Board of Directors shall fix by resolution or
resolutions providing for the issuance thereof duly adopted by the Board of
Directors; and

    


    WHEREAS,
it is the desire of the Board of Directors, pursuant to its authority as
aforesaid, to authorize and fix the terms of a series of Preferred Stock and the
number of shares constituting such series; and

    


    NOW,
THEREFORE, BE IT RESOLVED:

    


    1.           Designation and Authorized
Shares.  The Corporation shall be authorized to
issue  Thirteen Million and One Thousand (13,001,000) shares of Series
E Preferred Stock, par value $.00001 per share (the “Series E Preferred
Stock”).

    


    2.           Voting.  Except
as otherwise expressly required by law, each holder of Series E Preferred Stock
shall be entitled to vote on all matters submitted to shareholders of the
Corporation and shall be entitled to one  (1) vote for each share of
Series E Preferred Stock owned at the record date for the determination of
shareholders entitled to vote on such matter or, if no such record date is
established, at the date such vote is taken or any written consent of
shareholders is solicited.  Except as otherwise required by law, the
holders of shares of Series E Preferred Stock shall vote together with the
holders of Common Stock on all matters and shall not vote as a separate
class.

    


    3.           Liquidation. The
holders of Series E Preferred Stock shall not be entitled to  receive
any preference upon the liquidation, dissolution or winding up of the business
of the Corporation, whether voluntary or involuntary, each holder of Series E
Preferred Stock shall share ratably with the holders of the common stock of the
Corporation.

     

    4.           Conversion. The
holder of Series E Preferred Stock shall have the following conversion rights
(the "Conversion
Rights"):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.1           Right to
Convert.  At any time on or after the date of issuance of the
Series E Preferred Stock, the holder of any such shares of Series E Preferred
Stock may, at such Holder's option, elect to convert (a "Voluntary
Conversion") all or any portion of the shares of Series E Preferred Stock
held by such person into one (1) share of fully paid and nonassessable shares of
Common Stock for each share of Series E Preferred Stock (the "Conversion
Rate").

     

    


    4.2           Mechanics of Voluntary
Conversion.  To convert Series E Preferred Stock into full
shares of Common Stock on any date (the "Voluntary Conversion
Date"), the Holder thereof shall (A) transmit by facsimile (or otherwise
deliver), for receipt on or prior to 5:00 p.m., Eastern Time on such date, a
copy of a fully executed notice of conversion in the form attached hereto as
Annex A (the
"Conversion
Notice"), to the Company.   Upon receipt by the Company of
the Conversion Notice, the Company or its designated transfer agent (the "Transfer Agent"), as
applicable, shall, within three (3) business days following the date of receipt
by the Company, issue and surrender to a common carrier for overnight delivery
to the address as specified in the Conversion Notice, a certificate, registered
in the name of the Holder or its designee, for the number of shares of Common
Stock to which the Holder shall be entitled.  If the number of shares
of Preferred Stock represented by the Preferred Stock Certificate(s) submitted
for conversion is greater than the number of shares of Series E Preferred Stock
being converted, then the Company shall, as soon as practicable and in no event
later than three (3) business days after receipt of the Preferred Stock
Certificate(s) and at the Company's expense, issue and deliver to the holder a
new Preferred Stock Certificate representing the number of shares of Series E
Preferred Stock not converted.

     

    4.3           Adjustment to Conversion
Rate. The Conversion Rate will be adjusted on a pro-rata basis on
the  Effective Date if the price per share of the common stock of the
Corporation is trading below One Dollar and Twenty Cents ($1.20) based upon the
VWAP at the close of the market.    For example, assuming
13,000,000 shares of Series E Preferred Stock, if the Common  Stock is
trading at $1.15, then the shares of Common Stock issued shall equal Thirteen
Million Five Hundred Sixty Five Thousand Two Hundred and Seventeen (13,565,217)
instead of Thirteen Mi1lion (13,000,000).  VWAP shall mean the daily
volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the OTC Bulletin Board as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City
time).

     

               4.4     Price Protection. For
two years following the Effective Date, the Series E Preferred Stock shall have
price protection in the event the Company raises money below One Dollar and
Twenty Cents ($1.20) per share of Commom Stock (the “Price Protection). If the
Company shall raise money at a value of less than $1.20 per share of Common
Stock the Conversion Rate shall be adjusted in accordance with Section 4.3
above.  Such Price Protection shall  have a floor of Fifty
Cents ($.50) and shall have carve outs for certain exempt issuances (the “Exempt
Issuances”) , which shall not trigger the Price Protection set forth herein
..  For the purposes of this Section 4.4, Exempt Issuances means the
issuance of (a) shares of Common Stock or options to employees, officers,
directors, advisors or consultants of the Company pursuant to any stock or
option plan duly adopted for such purpose, by a majority of the non-employee
members of the Board of Directors or a majority of the members of a committee of
non-employee directors established for such purpose; (b) securities upon the
exercise or exchange of or conversion of any securities exercisable or
exchangeable for or convertible into shares of Common Stock issued and
outstanding on the date hereof; (c) securities issued pursuant to acquisitions
or strategic transactions approved by a majority of the directors of the
Company, provided that any such issuance shall only be to a person which is,
itself or through its subsidiaries, an operating company in a business
synergistic with the business of the Company and in which the Company receives
benefits in addition to the investment of funds, but shall not include a
transaction in which the Company is issuing securities primarily for the purpose
of raising capital or to an entity whose primary business is investing in
securities; (d) securities issuable in accordance with existing obligations of
the Company to Company employees, officers, directors, consultants or agents;
(f) securities issuable to any employees or former agents of the Company in
satisfaction of or in settlement of any disputes or controversies concerning the
terms of such person’s employment or separation from the Company and (g) shares
of Common Stock issuable in lieu of payments of interest or
dividends.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5.           Adjustments for Stock
Splits, Common Stock Dividends and Combinations:  If, prior to
the Conversion Effective Date, outstanding shares of the Common Stock of the
Corporation shall be subdivided into a greater number of shares, or a dividend
in Common Stock or other securities of the Corporation convertible into or
exchangeable for Common Stock (in which latter event the number of shares of
Common Stock issuable upon the conversion or exchange of such securities shall
be deemed to have been distributed) shall be paid in respect to the Common Stock
of the Corporation, the Conversion Rate shall, simultaneously with the
effectiveness of such subdivision or immediately after the record date of such
dividend, be proportionately increased, and conversely, if outstanding shares of
the Common Stock of the Corporation shall be combined into a smaller number of
shares, the Conversion Rate in effect immediately prior to such combination
shall simultaneously with the effectiveness of such combination, be
proportionately reduced.

     

    6.           Reorganizations:  In
case of (i) any capital reorganization or any reclassification of the Common
Stock (other than as a result of a stock dividend, a subdivision or combination
of shares provided for elsewhere in this Section 6), or (ii) the merger,
consolidation or reorganization of the Corporation into or with another entity
through one or a series of related transactions, or (iii) the sale or conveyance
by the Corporation to any other corporation or entity of all or substantially
all of its assets (such event becoming applicable hereunder being referred to in
this Subsection 6 as the “Event”), the holders of the Series E Preferred Stock
shall thereafter be entitled to receive, and provision shall be made therefor in
any agreement relating to such Event, upon conversion of the Series E Preferred
Stock (or in lieu thereof should such event result in the elimination of the
Series E Preferred Stock), the same kind and number of shares of Common Stock or
other securities or property (including cash) to which such holders of Series E
Preferred Stock would have been entitled if they had held the number of shares
of Common Stock into which the Series E Preferred Stock was convertible
immediately prior to such Event, and in any such case appropriate adjustment
shall be made in the application of the provisions herein set forth with respect
to the rights and interests thereafter of the holders of the Series E Preferred
Stock, to the end that the provisions set forth herein shall thereafter be
applicable, as nearly as reasonably may be, in relation to any shares, other
securities, or property thereafter receivable upon conversion of the Series E
Preferred Stock.  Any adjustments made pursuant to this Section 6
shall become effective at the same time as which such Event becomes effective,
and concurrent therewith.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    7.           Successive
Adjustments. The adjustments hereinabove referenced shall be made
successively if
more than one event listed in the above subdivisions of this subsection shall
occur.

     

    8.           No
Impairment:  The Corporation will not, by amendment of its
Articles of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issuance or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Corporation but will at
all times in good faith assist in the carrying out of all the provisions of this
Section 8 and in the taking of all such action as may be necessary or
appropriate in order to protect the conversion rights of the holders of the
Series E Preferred Stock against impairment or forfeiture.

     

    9.           Consolidation, Merger,
Etc.  In
case the Corporation shall enter into any consolidation, merger, combination or
other transaction in which the outstanding shares of Common Stock are exchanged
for or changed into other stock or securities, cash and/or any other property,
then in any such case each share of Series E Preferred Stock shall at the same
time be similarly exchanged or changed in an amount per share equal to the
Conversion Rate times the aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be, into which or for which
each share of Common Stock is changed or exchanged.

     

     

    10.        
No
Redemption.   Shares of Series E Preferred Stock shall not
be subject to redemption by the Corporation.

     

     

    11.         Reserve of Common
Shares. The Corporation shall at all times reserve and keep available
solely for the purpose of issuance upon conversion of Series E Preferred Stock,
as herein provided, such number of shares of Common Stock as shall be issuable
upon the conversion of all outstanding Series E Preferred Stock.  All
shares of Common Stock which may be issued upon conversion of the shares of
Series E Preferred Stock will, upon issuance by the Corporation, be validly
issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof.

     

     

    12.         Expenses. The
issuance of certificates representing shares of Common Stock upon conversion of
the Series E Preferred Stock shall be made to each applicable shareholder
without charge for any excise tax in respect of such issuance. However, if any
certificate is to be issued in a name other than that of the holder of record of
the Series E Preferred Stock so converted, the person or persons requesting the
issuance thereof shall pay to the Corporation the amount of any excise tax which
may be payable in respect of any transfer involved in such issuance, or shall
establish to the satisfaction of the Corporation that such tax has been paid or
is not due and payable.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    13.         Verification.
Upon the
occurrence of each adjustment or readjustment of the Conversion Rate pursuant
hereto, the Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof, cause independent public
accountants of the Corporation to verify such computation and prepare and
furnish to each holder of Series E Preferred Stock affected thereby a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based. The Corporation
shall, upon the written request at any time of any holder of Series E Preferred Stock,
furnish or cause to be furnished to such holder a certificate setting forth (a)
such adjustment or readjustment (b) the Conversion Rate at the time in effect,
and (c) the number of shares of Common Stock and the amount, if any, of other
property which at the time would be received upon the conversion of his or her
shares or Series E Preferred Stock.

     

    14.        
Limitations on
Corporation; Shareholder Consent.  So long as any shares of
Series E Preferred Stock are outstanding, the Corporation shall not,
without the
affirmative vote or the written consent as provided by law of 80% of the holders
of the outstanding shares of Series E Preferred Stock, voting as a class, change
the preferences, rights or limitations with respect to the Series E Preferred
Stock in any material respect prejudicial to the holders thereof.

     

    15.         Fractional
Shares.  Series E Preferred Stock may only be issued in whole
shares and not in fractions of a share. If any interest in a fractional share of
Series E Preferred Stock would otherwise be deliverable to a person entitled to
receive Series E Preferred Stock, the Corporation shall make adjustment for such
fractional share interest by rounding up to the next whole share of Series E
Preferred Stock.

    


    16.         Record
Holders.  The Corporation and its transfer agent, if any, for
the Series E Preferred Stock may deem and treat the record holder of any shares
of Series E Preferred Stock as reflected on the books and records of the
Corporation as the sole true and lawful owner thereof for all purposes, and
neither the Corporation nor any such transfer agent shall be affected by any
notice to the contrary.

    


    IN
WITNESS WHEREOF, the undersigned has executed this Certificate of Designation,
Powers, Preferences and Rights of Series E Preferred Stock this 3rd day of
December 2008.

    


    
      
        	
                OMNIRELIANT
      HOLDINGS, INC.

              
	 
      
	
                By:

              	
                
                

              
	 
      	
                Paul
      Morrison

              
	 
      	
                Chief
      Executive Officer

              


      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    ANNEX
A

    


    NOTICE OF
CONVERSION

    


    (To be
Executed by the Registered Holder in order to convert shares of the Series __
Preferred Stock)

    


    The
undersigned hereby elects to convert the number of shares of the Series __
Preferred Stock indicated below, into shares of common stock, no par value per
share (the “Common
Stock”), of OmniReliant Holdings, Inc., a Nevada corporation (the “Corporation”),
according to the conditions hereof, as of the date written below. If shares are
to be issued in the name of a person other than undersigned, the undersigned
will pay all transfer taxes payable with respect thereto and is delivering
herewith such certificates and opinions as reasonably requested by the
Corporation in accordance therewith. No fee will be charged to the Holder for
any conversion, except for such transfer taxes, if any.

    


    Conversion
calculations:

    


             Date
to Effect Conversion

    
         _______________________

             Number
of shares of Preferred Stock owned prior to Conversion

     

             _______________________
         Number
of shares of Preferred Stock to be Converted

    


             _______________________

             Stated
Value of shares of Preferred Stock to be Converted

    


             _______________________

            
Number of shares of Common Stock to be Issued

    


             _______________________

            
Applicable Set Price

    


             _______________________

            
Number of shares of Preferred Stock subsequent to Conversion

    


             _______________________

    


    
      
        
          	
                  [HOLDER]

                
	 
      
	
                  By:

                	
                    

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    Exhibit
B

    


    NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE 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.

    


    THIS NOTE
DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL
REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF
ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL AMOUNT REPRESENTED BY THIS
NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT AND ACCRUED INTEREST SET FORTH
BELOW.

     

    10% SECURED
CONVERTIBLE NOTE DUE DECEMBER 31, 2009

    OF

    ABAZIAS,
INC.

     

    
      	
              Original
      Principal Amount: Up to $500,000

               

              Issuance
      Date:  August 12, 2008    

            	 
      	
               

               

              Tampa,
      Florida

            	 
      


    

     

    For Value
Received, ABAZIAS INC. a corporation duly organized and existing under the laws
of the State of Delaware (the “Corporation”),
hereby promises to pay to the order of OMNIRELIANT HOLDINGS, INC., or its
registered assigns or successors-in-interest (“Holder”)
the principal sum of up Five Hundred Thousand Dollars (U.S. $500,000.00),
together with all accrued but unpaid interest thereon, no later than December
31, 2009 ( the “Maturity
Date”) to the extent such principal amount and interest has not been
repaid or converted into the Corporation’s Common Stock, par value $0.001 per
share (the “Common
Stock”), in accordance with the terms hereof.  The $500,000.00
shall be disbursed to the Corporation from the Holder in accordance with the
following funding schedule: $250,000 on August 14, 2008 and $250,000 on or
before September 14, 2008.

     

    Interest
on the unpaid and unconverted principal balance hereof shall accrue at the rate
of 10% per annum from the date of original issuance hereof (the “Issuance
Date”) until the same becomes due and payable on the Maturity Date, or
such earlier date upon acceleration or by conversion, redemption or repayment in
accordance with the terms hereof or of the other Agreements.  Interest
on this Note shall accrue daily commencing on the Issuance Date and shall be
computed on the basis of a 360-day year, 30-day months and actual days elapsed
and shall be payable in accordance with Section 1 hereof.  Unless
otherwise agreed or required by applicable law, payments will be applied first
to any unpaid collection costs, then to unpaid interest and fees and any
remaining amount to principal.

    


    All
payments of principal and interest on this Note shall be made in lawful money of
the United States of America by wire transfer of immediately available funds to
such account as the Holder may from time to time designate by written notice in
accordance with the provisions of this Note or by company check.  This
Note may not be prepaid in whole or in part except as otherwise provided
herein.  Whenever any amount expressed to be due by the terms of this
Note is due on any day which is not a Business Day (as defined below), the same
shall instead be due on the next succeeding day which is a Business
Day.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


      For
purposes hereof the following terms shall have the meanings ascribed to them
below:

    


    “Bankruptcy
Event” means any of the following events: (a) the Corporation or any
subsidiary commences a case or other proceeding under any bankruptcy,
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction relating to the
Corporation or any subsidiary thereof; (b) there is commenced against the
Corporation or any subsidiary any such case or proceeding that is not dismissed
within 60 days after commencement; (c) the Corporation or any subsidiary is
adjudicated insolvent or bankrupt or any order of relief or other order
approving any such case or proceeding is entered; (d) the Corporation or any
subsidiary suffers any appointment of any custodian or the like for it or any
substantial part of its property that is not discharged or stayed within 60
days; (e) the Corporation or any subsidiary makes a general assignment for the
benefit of creditors; (f) the Corporation or any subsidiary fails to pay, or
states that it is unable to pay or is unable to pay, its debts generally as they
become due; (g) the Corporation or any subsidiary calls a meeting of its
creditors with a view to arranging a composition, adjustment or restructuring of
its debts; or (h) the Corporation or any subsidiary, by any act or failure to
act, expressly indicates its consent to, approval of or acquiescence in any of
the foregoing or takes any corporate or other action for the purpose of
effecting any of the foregoing.

    


    “Business
Day” shall mean any day other than a Saturday, Sunday or a day on which
commercial banks in the City of New York are authorized or required by law or
executive order to remain closed.

     

     “Conversion
Price” shall equal the greater of (i) $.50 or (ii) the closing bid price
of the Corporation’s shares of Common Stock on the date of the
Conversion.

     

    “Convertible
Securities” means any convertible securities, warrants, options or other
rights to subscribe for or to purchase or exchange for, shares of Common
Stock.

    


     “Exchange
Act” shall mean the Securities Exchange Act of 1934, as
amended.

    


    “Per Share Selling
Price” shall include the amount actually paid by any Person for each
share of Common Stock in a sale or issuance by the Corporation.  In
the event a fee is paid by the Corporation in connection with such transaction
directly or indirectly to such Person being sold or issued such securities or
its affiliates, any such fee shall be deducted from the selling price pro rata
to all shares sold in the transaction to arrive at the Per Share Selling
Price.  A sale of shares of Common Stock shall include the sale or
issuance of rights, options, warrants or convertible, exchangeable or
exercisable securities under which the Corporation is or may become obligated to
issue shares of Common Stock, and in such circumstances the Per Share Selling
Price of the Common Stock covered thereby shall also include the exercise,
exchange or conversion price thereof (in addition to the consideration received
by the Corporation upon such sale or issuance less the fee amount as provided
above).  In case of any such security issued in a Variable Rate
Transaction or an MFN Transaction, the Per Share Selling Price shall be deemed
to be the lowest conversion or exercise price at which such securities are
converted or exercised or might have been converted or exercised in the case of
a Variable Rate Transaction, or the lowest adjustment price in the case of an
MFN Transaction, over the life of such securities. If shares are issued for a
consideration other than cash, the Per Share Selling Price shall be the fair
value of such consideration as determined in good faith by independent certified
public accountants mutually acceptable to the Corporation and the
Purchaser.

    


    “Principal
Amount” shall refer to the sum of (i) the original principal amount of
this Note, (ii) all accrued but unpaid interest hereunder, and (iii) any default
payments owing under the Agreements but not previously paid or added to the
Principal Amount.

    


    “Principal
Market” shall mean the OTC Bulletin Board or such other principal market
or exchange on which the Common Stock is then listed for trading.

    


    “Securities
Act” shall mean the Securities Act of 1933, as amended.

    


    “Trading
Day” shall mean a day on which there is trading on the Principal
Market.

    


    “Underlying
Shares” means the shares of Common Stock into which this Note are
convertible (including interest or principal payments in Common Stock as set
forth herein) in accordance with the terms hereof.

    The
following terms and conditions shall apply to this Note:

    


    Section 1.  Interest
Payments.  Subject to and in
accordance with the terms of this Section 1, on each Interest Payment Date the
Corporation shall pay to the Holder all interest accrued to date on the entire
outstanding principal amount of this Note (“Interest
Amount”).  On such Interest Payment Date the Corporation shall
pay to the Holder an amount equal to such Interest Amount in satisfaction of
such obligation.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    Section 2. Conversion.

     

    (a)(i)
Voluntary Conversion
Right.  Subject to the terms hereof and restrictions and
limitations contained herein, the Holder shall have the right, at such Holder’s
option, at any time after (i) the sale of substantially all of the assets of the
Company to the Holder and provided this Note has not been repaid ; or (ii) an
Event of Default;, and from time to time to convert the outstanding Principal
Amount under this Note in whole or in part by delivering to the Corporation a
fully executed notice of conversion in the form of conversion notice attached
hereto as Exhibit
A (the “Conversion
Notice”), which may be transmitted by facsimile or electronic
transmission.

    


    (a)(ii)
Post-Asset Sale
Conversion.  In the event the Corporation sells substantially
all of its assets to the Holder and provided this Note has not been
repaid,  this Note shall automatically convert into outstanding shares
of the Corporation as follows; (i) If the Company consummates a merger or
acquisition with a company that was introduced to the Company by the Holder,
this Note shall automatically convert into twenty five percent (25%) of the
outstanding shares of the Corporation, on a fully diluted basis at the time of
Conversion.

     

    (b) Common Stock Issuance
upon Conversion.  Stock
Certificates  The Corporation will deliver to the Holder not
later than two (2) Trading Days after the Conversion Date, a certificate or
certificates representing the number of shares of Common Stock being acquired
upon the conversion of this Note.

    


    (c) Conversion Price
Adjustments.

     

    
      (i)
Reserved.

    

    


    (ii) Stock Dividends, Splits and
Combinations.  If the Corporation or any of its subsidiaries,
at any time while this Note are outstanding (A) shall pay a stock dividend or
otherwise make a distribution or distributions on any equity securities
(including instruments or securities convertible into or exchangeable for such
equity securities) in shares of Common Stock, (B) subdivide outstanding Common
Stock into a larger number of shares, or (C) combine outstanding Common Stock
into a smaller number of shares, then the Conversion Price shall be multiplied
by a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding before such event and the denominator of which shall be the
number of shares of Common Stock outstanding after such event. Any adjustment
made pursuant to this Section 2(c)(ii) shall become effective immediately after
the record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision or combination.

     

    (iii) Distributions. If the
Corporation or any of its subsidiaries, at any time while this Note are
outstanding, shall distribute to all holders of Common Stock evidences of its
indebtedness or assets or cash or rights or warrants to subscribe for or
purchase any security of the Corporation or any of its subsidiaries (excluding
those referred to in Section 2(c)(i) above), then concurrently with such
distributions to holders of Common Stock, the Corporation shall distribute to
holders of this Note the amount of such indebtedness, assets, cash or rights or
warrants which the holders of Notes would have received had all their Notes been
converted into Common Stock at the Conversion Price.

      

    (iv) Common Stock
Issuances.  For a period commencing on the date of the Note and
continuing at any time while the Note is outstanding, if the Corporation or any
of its subsidiaries (A) issues or sells any Common Stock or Convertible
Securities, or (B) directly or indirectly effectively reduces the conversion,
exercise or exchange price for any Convertible Securities which are currently
outstanding (other than pursuant to terms existing on the date hereof), at or to
an effective Per Share Selling Price (the “Lower Per Share Selling Price”) which
is less than the then applicable Conversion Price, then in each such case, the
Conversion Price in effect immediately prior to such issue or sale or record
date shall be automatically reduced effective concurrently with such issue or
sale to the Lower Per Share Selling Price (which figure shall be appropriately
and equitably adjusted as provided herein for stock splits, stock dividends, and
similar events).


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    The
foregoing provisions of this subsection shall not apply to issuances or sales of
(x) Common Stock upon conversion, exercise or exchange of Convertible Securities
outstanding on the issuance date hereof in accordance with the terms in effect
on such issuance date, (y) Common Stock or Convertible Securities under the
Corporation’s duly adopted stock option and bonus plans for employees and
directors, or (z) Common Stock or Convertible Securities issued in a
merger/acquisition transaction to which the Corporation is a
party.  For the purposes of the foregoing adjustments, in the case of
the issuance of any Convertible Securities, the maximum number of shares of
Common Stock issuable upon exercise, exchange or conversion of such Convertible
Securities shall be deemed to be outstanding, provided that no further
adjustment shall be made upon the actual issuance of Common Stock upon exercise,
exchange or conversion of such Convertible Securities. For purposes of this
Section 2(c)(iv), if an event occurs that triggers more than one of the above
adjustment provisions, then only one adjustment shall be made and the
calculation method which yields the greatest downward adjustment in the affected
Conversion Price shall be used.

    


    (v) Rounding of Adjustments. All
calculations under this Section 2 or Section 1 shall be made to 4 decimal places
for dollar amounts or the nearest 1/100th of a share, as the case may
be.

     

    (vi) Notice of Adjustments.
Whenever any affected Conversion Price is adjusted pursuant to Section 2(c)(i),
(ii) or (iii) above, the Corporation shall promptly deliver to each holder of
this Note, a notice setting forth the affected Conversion Price after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment, provided that any failure to so provide such notice shall not affect
the automatic adjustment hereunder.

    


               (c)
Reservation and
Issuance of Underlying Securities.  The Corporation covenants
that it will at all times reserve and keep available out of its authorized and
unissued Common Stock solely for the purpose of issuance upon conversion of this
Note (including repayments in stock), free from preemptive rights or any other
actual contingent purchase rights of persons other than the holders of this
Note, not less than such number of shares of Common Stock as shall be issuable
(taking into account the adjustments under this Section 2) upon the conversion
of this Note hereunder in Common Stock (including repayments in
stock).  The Corporation covenants that all shares of Common Stock
that shall be so issuable shall, upon issue, be duly authorized, validly issued,
fully paid, nonassessable and freely tradable.

     

     (d)
Cancellation.  After
all of the Principal Amount (including accrued but unpaid interest and default
payments at any time owed on this Note) have been paid in full or converted into
Common Stock, this Note shall automatically be deemed canceled and the Holder
shall promptly surrender the Note to the Corporation at the Corporation’s
principal executive offices.

     

    Section
3. Security for
the Note.

     

    This Note is secured by the security
interest as set forth in the Security Agreement.  This Note is subject
to all of the terms and conditions thereof including, but not limited to, the
remedies specified therein.

     

    Section 4. Defaults
and Remedies.

     

    (a) Events of
Default.  An “Event of Default” is: (i) a
default in payment of any amount due hereunder which default continues for more
than five (5) Business Days after the due date thereof; (ii) a default in the
timely issuance of Underlying Shares upon and in accordance with terms hereof,
which default continues for five (5) Business Days after the Corporation has
received written notice informing the Corporation that it has failed to issue
shares or deliver stock certificates within the fifth day following the
Conversion Date; (iii) failure by the Corporation for fifteen (15) days after
written notice has been received by the Corporation to comply with any material
provision of any of this Note, (including without limitation the failure to
issue the requisite number of shares of Common Stock upon conversion hereof;
(iv) a material breach by the Corporation of its representations or warranties
in the Security Agreement ; (v) any default after any cure period under, or
acceleration prior to maturity of, any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
indebtedness for money borrowed by the Corporation for in excess of $200,000 or
for money borrowed the repayment of which is guaranteed by the Corporation for
in excess of $200,000, whether such indebtedness or guarantee now exists or
shall be created hereafter;

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


               (b)
Remedies.  If
an Event of Default occurs and is continuing with respect to any of this Note,
the Holder may declare all of the then outstanding Principal Amount of this Note
and all other Notes held by the Holder, including any interest due thereon, to
be due and payable immediately, except that in the case of an Event of Default
arising from events described in clauses (v) and (vi) of Section 4(a), this Note
shall become due and payable without further action or notice.

      

    Section 5. Notice
Procedures.  Any and all notices or other communications or
deliveries to be provided by the Holder hereunder, including, without
limitation, any Conversion Notice, shall be in writing and either (i) emailed or
(ii) delivered personally, by confirmed facsimile, or by a nationally recognized
overnight courier service to the Corporation at the facsimile telephone number
or address of the Corporation specified in the Security Agreement. Any and all
notices or other communications or deliveries to be provided by the Corporation
hereunder shall be in writing and either (x) emailed or (y) delivered
personally, by facsimile, or by a nationally recognized overnight courier
service addressed to the Holder at the facsimile telephone number or address of
the Holder appearing on the books of the Corporation, or if no such facsimile
telephone number or address appears, at the principal place of business of the
Holder. Any notice or other communication or deliveries hereunder shall be
deemed delivered (i) upon receipt, when emailed or delivered personally, (ii)
when sent by facsimile, upon receipt if received on a Business Day prior to 5:00
p.m. (Eastern Time), or on the first Business Day following such receipt if
received on a Business Day after 5:00 p.m. (Eastern Time) or (iii) upon receipt,
when deposited with a nationally recognized overnight courier
service.

     

    Section 6. General.

     

    (a) Payment of
Expenses.  The Corporation agrees to pay all reasonable charges
and expenses, including attorneys’ fees and expenses, which may be incurred by
the Holder in successfully enforcing this Note and/or collecting any amount due
under this Note.

     

    (b) Amendment. Neither
this Note nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by the Corporation and the
Holder.

     

    (c) Assignment,
Etc.  The Holder may assign or transfer this Note to any
transferee only with the prior written consent of the Corporation, which may not
be unreasonably withheld or delayed, provided that (i) the Holder may assign or
transfer this Note to any of such Holder’s affiliates without the consent of the
Corporation and (ii) upon any Event of Default, the Holder may assign or
transfer this Note without the consent of the Corporation.  The Holder
shall notify the Corporation of any such assignment or transfer promptly. This
Note shall be binding upon the Corporation and its successors and shall inure to
the benefit of the Holder and its successors and permitted assigns.

    


            (d)
No
Waiver.  No failure on the part of the Holder to exercise, and
no delay in exercising any right, remedy or power hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise by the Holder of any
right, remedy or power hereunder preclude any other or future exercise of any
other right, remedy or power. Each and every right, remedy or power hereby
granted to the Holder or allowed it by law or other agreement shall be
cumulative and not exclusive of any other, and may be exercised by the Holder
from time to time.

     

    (e) Governing Law;
Jurisdiction.  THIS NOTE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO ANY CONFLICTS
OF LAWS PROVISIONS THEREOF THAT WOULD DEFER TO THE SUBSTANTIVE LAWS OF ANOTHER
JURISDICTION.  The Corporation irrevocably submits to the exclusive
jurisdiction of any State or Federal Court sitting in the State of Florida,
County of Hillsborough, over any suit, action, or proceeding arising out of or
relating to this Note.  The Corporation irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such suit, action, or proceeding brought
in such a court and any claim that suit, action, or proceeding has been brought
in an inconvenient forum.  The Corporation agrees that the service of
process upon it mailed by certified or registered mail (and service so made
shall be deemed complete three days after the same has been posted as aforesaid)
or by personal service shall be deemed in every respect effective service of
process upon it in any such suit or proceeding.  Nothing herein shall
affect Holder’s right to serve process in any other manner permitted by
law.  The Corporation agrees that a final non-appealable judgment in
any such suit or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on such judgment or in any other lawful
manner.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


     (f)
Replacement
Notes.  This Note may be exchanged by Holder at any time and
from time to time for a Note or Notes with different denominations representing
an equal aggregate outstanding Principal Amount, as reasonably requested by
Holder, upon surrendering the same. No service charge will be made for such
registration or exchange.  In the event that Holder notifies the
Corporation that this Note has been lost, stolen or destroyed, a replacement
Note identical in all respects to the original Note (except for registration
number and Principal Amount, if different than that shown on the original Note),
shall be issued to the Holder, provided that the Holder executes and delivers to
the Corporation an agreement reasonably satisfactory to the Corporation to
indemnify the Corporation from any loss incurred by it in connection with the
Note.

    


    IN WITNESS WHEREOF, the
Corporation has caused this Note to be duly executed on the day and in the year
first above written.

                                                                                                                                   

    ABAZIAS,
INC.

                                                                                          

    
      
        
          	
                  By:

                	 
      
	 
      	
                  Oscar
      Rodriguez

                
	 
      	
                  Chief
      Executive Officer

                


        

      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    FORM
OF CONVERSION NOTICE

    (To be executed by the Holder
in order to convert a
Note)

    


    Re:    10%
Convertible Note (“Note”) issued by ABAZIAS,
INC. to OMNIRELIANT HOLDINGS, INC. in the original principal amount of up to
$500,000.00.

    


    The
undersigned hereby elects to convert the aggregate outstanding Principal Amount
(as defined in the Note) indicated below of this Note into shares of Common
Stock, par value $0.001 per share (the “Common Stock”), of ABAZIAS,
INC. (the “Corporation”) according to
the conditions hereof, as of the date written below.  If shares are to
be issued in the name of a person other than undersigned, the undersigned will
pay all transfer taxes payable with respect thereto and is delivering herewith
such certificates and opinions as reasonably requested by the Corporation in
accordance therewith.

    


    No fee
will be charged to the holder for any conversion, except for such transfer
taxes, if any.  The undersigned represents as of the date hereof that,
after giving effect to the conversion of this Note pursuant to this Conversion
Notice, the undersigned will not exceed the “Restricted Ownership
Percentage” contained in Section 2(i) of this
Note.  Capitalized terms used herein and not otherwise defined shall
have the meaning ascribed thereto in the Note.

    


    To the
extent the undersigned intends to sell the Underlying Shares issued to the
undersigned upon conversion of this Note pursuant to a Registration Statement,
the undersigned agrees to comply with all applicable prospectus delivery
requirements under the 1933 Act with respect to such sale.

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Conversion information:           

                                	 	
                                                                          

                                
	
                                                                                    

                                	 	
                                  Date
      to Effect Conversion

                                
	
                                                      

                                	 	 
      
	
                                                                                    

                                	 	
                                                                          

                                
	
                                                                                   

                                	 	
                                  Aggregate
      Principal Amount

                                
	 
      	 	
                                  of
      Note Being Converted

                                
	
                                                                                    

                                	 	 
      
	
                                                                          

                                	 	 
      
	
                                                                                   

                                	 	
                                  Number
      of Shares of Common Stock to be Issued

                                
	 
      	 	 
      
	
                                                                                    

                                	 	
                                                                          

                                
	
                                                                                    

                                	 	
                                  Applicable
      Conversion Price

                                
	 
      	 	 
      
	
                                                                                   

                                	 	
                                                                          

                                
	
                                                                                    

                                	 	
                                  Signature

                                
	 
      	 	 
      
	
                                                                         

                                	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	
                                                
                                  
           

                                	 	
                                  Address

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    Exhibit
C

    


    NOTE
PURCHASE AGREEMENT

    


    NOTE PURCHASE AGREEMENT (this
“Agreement”),
dated as of August__, 2008, by and between ABAZIAS, INC., a Delaware corporation
(the “Company”),
and OMNIRELIANT HOLDINGS, INC., a Nevada corporation (the “Investor”).

    


    A.           The
Company wishes to sell to Investor, and Investor wishes to purchase, upon the
terms and subject to the conditions set forth in this Agreement, a Convertible
Secured Promissory Note, which shall accrue interest at the rates set forth in
the Convertible Secured Promissory Note, and which are attached hereto as Exhibit A
(the “Note”).

    


    B.           The
Company’s obligations under the Note, including without limitation its
obligation to make payments of principal thereof and interest thereon, are
secured by the assets of the Company, pursuant to the terms of a Security
Agreement in the form attached hereto as Exhibit B
(the “Security
Agreement”).

    


    c.           The
Company has also entered into a Financing Agreement (the “Financing
Agreement”) with Merchants Mortgage and Trust (“Merchants”),
pursuant to which Merchants shall fund TimeShare Loans, Inc., a subsidiary of
the Company with no less than Five Million Dollars in financing in order to fund
the loan business of Subsidiary

    


    In consideration of the mutual promises
made herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and each Investor
hereby agree as follows:

    


    1.           PURCHASE
AND SALE OF NOTES.

    


    1.1           Closing.

    


    Upon the
terms and subject to the satisfaction or waiver of the conditions set forth
herein, the Company agrees to sell and Investor agrees to purchase a Note with a
principal amount of $500,000.  The date on which the closing of such
purchase and sale occurs (the “Closing”)
is hereinafter referred to as the “Closing
Date”. The Closing will be deemed to occur at the offices of Sichenzia
Ross Friedman Ference LLP, 61 Broadway, New York, New York, or such other place
as the parties mutually agree upon, when (A) this Agreement and the other
Transaction Documents (as defined below) have been executed and delivered by the
Company and Investor, (B) each of the conditions to the Closing described in
this Agreement has been satisfied or waived as specified therein and (C) payment
of Investor’s Purchase Price (as defined below) payable with respect to the Note
being purchased by Investor at the Closing has been made by wire transfer of
immediately available funds.  At the Closing, the Company shall
deliver to Investor a duly executed instrument representing the Note purchased
by such Investor at the Closing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.2           Certain
Definitions.  When used herein, the following terms shall have
the respective meanings indicated:

    


    “Affiliate”
means, as to any Person (the “subject
Person”), any other Person (a) that directly or indirectly through
one or more intermediaries controls or is controlled by, or is under direct or
indirect common control with, the subject Person, (b) that directly or
indirectly beneficially owns or holds ten percent (10%) or more of any class of
voting equity of the subject Person, or (c) ten percent (10%) or more of
the voting equity of which is directly or indirectly beneficially owned or held
by the subject Person. For the purposes of this definition, “control”
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, through representation on such Person’s board of
directors or other management committee or group, by contract or
otherwise.

    


    “Board of
Directors” means the Company’s board of directors.

    


    “Business
Day” means any day other than a Saturday, a Sunday or a day on which the
Principal Market is closed or on which banks in the City of New York are
required or authorized by law to be closed.

    


    “Closing”
and “Closing
Date” have the respective meanings specified in Section
1.1 of this Agreement.

    


    “Commission”
means the Securities and Exchange Commission, and any successor regulatory
agency.

    


    “Common
Stock” means the common stock of the Company, no par value per
share.

    


    “Company
Subsidiary” means the Subsidiary of the Company.

    


    “Disclosure
Documents” means all SEC Documents filed with the Commission at least
three (3) Business Days prior to the Execution Date.

    


    “Environmental
Law” means any federal, state, provincial, local or foreign law, statute,
code or ordinance, principle of common law, rule or regulation, as well as any
Permit, order, decree, judgment or injunction issued, promulgated, approved or
entered thereunder, relating to pollution or the protection, cleanup or
restoration of the environment or natural resources, or to the public health or
safety, or otherwise governing the generation, use, handling, collection,
treatment, storage, transportation, recovery, recycling, discharge or disposal
of hazardous materials.

    


    “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the
regulations and published interpretations thereunder.

    


    “Event of
Default” has the meaning specified in the Notes.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Exchange
Act” means the Securities Exchange Act of 1934, as amended (or any
successor act), and the rules and regulations promulgated thereunder (or
respective successors thereto).

    


    “Execution
Date” means the date of this Agreement.

    


    “GAAP”
means U.S. generally accepted accounting principles, applied on a consistent
basis.  Accounting principles are applied on a “consistent basis” when
the accounting principles applied in a current period are comparable in all
material respects to those accounting principles applied in a preceding
period.

    


    “Governmental
Authority” means any nation or government, any state, provincial or
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
including, without limitation, any stock exchange, securities market or
self-regulatory organization.

    


    “Governmental
Requirement” means any law, statute, code, ordinance, order, rule,
regulation, judgment, decree, injunction, franchise, license or other directive
or requirement of any federal, state, county, municipal, parish, provincial or
other Governmental Authority or any department, commission, board, court, agency
or any other instrumentality of any of them.

    


    “Lien”
means, with respect to any Property, any lien, mortgage, pledge, hypothecation,
assignment, security interest, charge, easement or other
encumbrance.

    


    “Material Adverse
Effect” means an effect that is material and adverse to (i) the
consolidated business, properties, assets, operations, results of operations,
financial condition, credit worthiness or prospects of the Company and the
Company Subsidiary taken as a whole, (ii) the ability of the Company or any
Company Subsidiary to perform its material obligations under this Agreement or
the other Transaction Documents or (iii) the rights and benefits to which an
Investor is entitled under this Agreement or any of the other Transaction
Documents.

     

    “Material
Contracts” means, as to the Company and the Company Subsidiary, any agreement required pursuant to Item 601 of Regulation
S-B or Item 601 of Regulation S-K, as applicable, promulgated under the
Securities Act to be filed as an exhibit to any report, schedule,
registration statement or definitive proxy statement filed or required to be
filed by the Company with the Commission under the Exchange Act or any rule or
regulation promulgated thereunder, and any and all material amendments,
modifications, supplements, renewals or restatements thereof.

    


    “Pension
Plan” means an employee pension benefit plan (as defined in ERISA)
maintained by the Company for employees of the Company or any of its
Affiliates.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     “Person”
means any individual, corporation, trust, association, company, partnership,
joint venture, limited liability company, joint stock company, Governmental
Authority or other entity.

    


    “Principal
Market” means the American Stock Exchange or the principal exchange,
market or quotation system on which the Common Stock is then listed, traded or
quoted.

    


    “Property”
means property and/or assets of all kinds, whether real, personal or mixed,
tangible or intangible (including, without limitation, all rights relating
thereto).

    


    “Purchase
Price” means, with respect to the Notes purchased at the Closing, the
original principal amount of the Note purchased at the Closing.

    


    “SEC
Documents” means all reports, schedules, registration statements and
definitive proxy statements filed (or required to be filed) by the Company with
the Commission.

    


    “Securities
Act” has the meaning specified in the recitals of this
Agreement.

    


    “Subsidiary”
means, with respect to any Person, any corporation or other entity of which at
least a majority of the outstanding shares of stock or other ownership interests
having by the terms thereof ordinary voting power to elect a majority of the
board of directors (or Persons performing similar functions) of such corporation
or entity (regardless of whether or not at the time, in the case of a
corporation, stock of any other class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency) is at
the time directly or indirectly owned or controlled by such Person or one or
more of its Subsidiary or by such Person and one or more of its
Subsidiary.

    


    “Termination
Date” means the first date on which there are no Notes
outstanding.

     

    “Transaction
Documents” means (i) this Agreement, (ii) the Note, (iii) the Security
Agreement, and (iv) all other agreements, documents and other instruments
executed and delivered by or on behalf of the Company or any of its officers at
the Closing.

    


    1.3           Other Definitional
Provisions.  All definitions contained in this Agreement are
equally applicable to the singular and plural forms of the terms
defined.  The words “hereof”, “herein” and “hereunder” and words of
similar import contained in this Agreement refer to this Agreement as a whole
and not to any particular provision of this Agreement.

    


    2.           REPRESENTATIONS
AND WARRANTIES OF INVESTOR.

    


    Investor (with respect to itself only)
hereby represents and warrants to the Company and agrees with the Company that,
as of the Execution Date:

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    2.1           Authorization;
Enforceability.  Such Investor is duly and validly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation or organization as set forth below such Investor’s name on the
signature page hereof with the requisite corporate power and authority to
purchase the Note to be purchased by it hereunder and to execute, deliver and to
consummate the transactions contemplated by, this Agreement and the other
Transaction Documents to which it is a party and otherwise to carry out its
obligations thereunder. This Agreement constitutes, and upon execution and
delivery thereof, each other Transaction Document to which such Investor is a
party will constitute, such Investor’s valid and legally binding obligation,
enforceable in accordance with its terms, subject to (i) applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar
laws of general application relating to or affecting the enforcement of
creditors’ rights generally and (ii) general principles of equity.

    


    2.2           No Conflicts.  The execution and performance of this
Agreement and the other Transaction Documents to which it is a party do not
conflict in any material respect with any agreement to which such Investor is a
party or is bound, any court order or judgment applicable to such Investor, or
the constituent documents of such Investor.

     

    2.3           Fees. Such Investor
has not agreed to pay any compensation or other fee, cost or related expenditure
to any underwriter, broker, agent or other representative in connection with the
transactions contemplated hereby.

     

    2.4.          Accredited Investor.
As the date hereof, the Investor warrants that it is either: (i) an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under
the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule
144A(a) under the Securities Act.  Such Purchaser is not required to be
registered as a broker-dealer under Section 15 of the Exchange Act.

     

     

    2.5.          Restricted
Securities. The Notes or underlying securities may only be disposed of in
compliance with state and federal securities laws. In connection with any
transfer of any underlying securities Securities to the Transaction Documents,
the Company may require the transferor thereof to provide to the Company an
opinion of counsel selected by the transferor and reasonably acceptable to the
Company, the form and substance of which opinion shall be reasonably
satisfactory to the Company, to the effect that such transfer does not require
registration of such transferred Securities under the Securities Act.  As a
condition of transfer, any such transferee shall agree in writing to be bound by
the terms of this Agreement.

     

    The
Purchasers agree to the imprinting, so long as is required by this Section 2.5,
of a legend on any of the Securities in the following form:

    


    [NEITHER] THESE SECURITIES [NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE [EXERCISABLE] [CONVERTIBLE]] 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.  THESE
SECURITIES AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    2.6           No
Reliance.  The Investor has not relied upon the Company or its
directors and officers, or the Company’s legal counsel or advisors for
investment, legal or tax advice, including advice with respect to the hold
periods and resale restrictions imposed upon the Notes by the securities
legislation in the jurisdiction in which the Investor resides, and has, if
desired, in all cases sought the advice of the Investor’s own personal
investment advisor, legal counsel and tax advisors, and the Investor is either
experienced in or knowledgeable with regard to the affairs of the Company or,
either alone or with its professional advisors, is capable by reason of
knowledge and experience in financial and business matters in general, and
investments in particular, of evaluating the merits and risks of an investment
in the Notes, and it is able to bear the economic risk of an investment in the
Notes and can otherwise be reasonably assumed to have the capacity to protect
its own interest in connection with the investment.

     

               2.7          
Disclosure of
Information. Such Investor has had an opportunity to receive all
information related to the Company requested by it and to ask questions of and
receive answers from the Company regarding the Company, its business and the
terms and conditions of the offering of the Notes.

    


              
2.8           Purchase Entirely for Own
Account. The Note to be received by such Investor hereunder will be
acquired for such Investor’s own account, not as nominee or agent, and not with
a view t the resale or distribution of any part thereof in violation of the 1933
Act, and such Investor has no present intention of selling, granting any
participation in, or otherwise distributing the same in violation of the 1933
Act without prejudice, however, to such Investor’s right at all times to sell or
otherwise dispose of all or any part of such Note in compliance with applicable
federal and state securities laws. Nothing contained herein shall be deemed a
representation or warranty by such Investor to hold the Note for any period of
time. Such Investor is not a broker-dealer registered with the SEC under the
1934 Act or an entity engaged in a business that would require it to be so
registered

    


    3.           REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.  Except as set forth in the SEC
Documents, the Company hereby represents and warrants to each Investor and
agrees with each Investor that, as of the Execution Date:

    


    3.1           Organization, Good Standing
and Qualification.  Each of the Company and the Company
Subsidiary is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or organization and has all requisite power and authority to carry
on its business as now conducted.  Each of the Company and the Company
Subsidiary is duly qualified to transact business and is in good standing in
each jurisdiction in which it conducts business except where the failure so to
qualify has not had or would not reasonably be expected to have a Material
Adverse Effect.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    3.2           Authorization;
Consents.  The Company has the requisite corporate power and
authority to enter into and perform its obligations under the Transaction
Documents. Each Company Subsidiary has the requisite power and authority to
enter into and perform its obligations under the Security Agreement. All
corporate action on the part of the Company by its officers, directors and
stockholders necessary for the authorization, execution and delivery of, and the
performance by the Company of its obligations under, the Transaction Documents
has been taken, and no further consent or authorization of the Company, its
Board of Directors, stockholders, any Governmental Authority or any other Person
is required (pursuant to any rule of the Principal Market or otherwise). All
corporate action on the part of each Company Subsidiary by its officers,
directors, stockholders, members or governors necessary for the authorization,
execution and delivery of, and the performance by such Company Subsidiary of its
obligations under the Security Agreement has been taken.  The Board of
Directors has determined that the sale and issuance of the Notes, and the
consummation of the other transactions contemplated hereby and by the other
Transaction Documents, are in the best interests of the Company.

    


    3.3           Enforcement.  This
Agreement has been duly executed and delivered by the Company, and at the
Closing, each of the Company and the Company Subsidiary will have duly executed
and delivered each of the other Transaction Documents to which such entity is a
party.  This Agreement constitutes, and at the Closing, each of the
other Transaction Documents to which the Company or any of the Company
Subsidiary is a party will constitute, the valid and legally binding obligations
of the Company and the Company Subsidiary, enforceable against the Company and
the Company Subsidiary in accordance with their respective terms, subject to (i)
applicable bankruptcy, insolvency, fraudulent transfer, moratorium,
reorganization or other similar laws of general application relating to or
affecting the enforcement of creditors’ rights generally and (ii) general
principles of equity.

    


    3.4           Disclosure Documents;
Agreements; Financial Statements; Other Information.  The
Company is subject to the reporting requirements of the Exchange Act and the
Company has filed with the Commission all SEC Documents that the Company was
required to file with the Commission on or after December 31,
2006.  The Company is not aware of any event occurring or expected to
occur on or prior to the Closing Date that would require the filing of, or with
respect to which the Company intends to file, a Form 8-K after the
Closing.  Each SEC Document filed on or after December 31, 2006, as of
the date of the filing thereof with the Commission (or if amended or superseded
by a filing prior to the Execution Date, then on the date of such amending or
superseding filing), complied in all material respects with the requirements of
the Securities Act or Exchange Act, as applicable, and the rules and regulations
promulgated thereunder and, as of the date of such filing (or if amended or
superseded by a filing prior to the Execution Date, then on the date of such
filing), such SEC Document (including all exhibits and schedules thereto and
documents incorporated by reference therein) did not, contain an untrue
statement of material fact or omit to state a 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.  To the best
of the Company’s knowledge, all documents required to be filed as exhibits to
the SEC Documents filed on or after December 31, 2006 have been filed as
required.  Except as set forth in the Disclosure Documents, the
Company has no liabilities, contingent or otherwise, other than liabilities
incurred in the ordinary course of business which, under GAAP, are not required
to be reflected in the financial statements included in the Disclosure Documents
and which, individually or in the aggregate, are not material to the
consolidated business or financial condition of the Company and the Company
Subsidiary taken as a whole.  As of their respective dates, the
financial statements of the Company included in the SEC Documents filed on or
after December 31, 2006 complied as to form in all material respects with
applicable accounting requirements and the published rules and regulations of
the Commission with respect thereto. Such financial statements have been
prepared in accordance with GAAP consistently applied at the times and 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 adjustments).  The Company
will prepare the financial statements to be included in any reports, schedules,
registration statements and definitive proxy statements that the Company is
required to file or files with the Commission after the date hereof in
accordance with GAAP (except in the case of unaudited interim statements, to the
extent they may exclude footnotes or may be condensed or summary
statements).

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    3.5           Due Authorization; Valid
Issuance.  The Note is duly authorized and, when issued, sold
and delivered in accordance with the terms of this Agreement, will be duly and
validly issued, free and clear of any Liens imposed by or through the
Company.

    


    3.6           No Conflict; No
Violation.  Neither the Company nor any Company Subsidiary is
in violation of any provisions of its charter, bylaws or any other governing
document.  Neither the Company nor any Company Subsidiary is in
violation of or in default (and no event has occurred which, with notice or
lapse of time or both, would constitute a default) under any provision of any
instrument or contract to which it is a party or by which it or any of its
Property is bound, or in violation of any provision of any Governmental
Requirement applicable to the Company or any Company Subsidiary.  The
execution, delivery and performance of this Agreement and the other Transaction
Documents and the consummation of the transactions contemplated hereby and
thereby will not result in any violation of any provisions of the Company’s or
any Company Subsidiary’s charter, bylaws or any other governing document or in a
default under any provision of any instrument or contract to which the Company
or Company Subsidiary is a party or by which it or any of its Property is bound,
or in violation of any provision of any Governmental Requirement applicable to
the Company or Company Subsidiary or be in conflict with or constitute, with or
without the passage of time and giving of notice, either a default under any
such provision, instrument or contract or an event which results in the creation
of any Lien upon any assets of the Company or of any Company Subsidiary or the
triggering of any preemptive rights or rights of first refusal or first
offer.

    


    3.7           Fees.  The
Company is not obligated to pay any brokers, finders or financial advisory fees
or commissions to any underwriter, broker, agent or other representative in
connection with the transactions contemplated hereby. The Company will indemnify
and hold harmless such Investor from and against any claim by any person or
entity alleging that such Investor is obligated to pay any such compensation,
fee, cost or related expenditure in connection with the transactions
contemplated hereby.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    3.8           Foreign Corrupt
Practices.  Neither the Company, any Company Subsidiary nor, to
the knowledge of the Company, any director, officer, agent, employee or other
person acting on behalf of the Company or any Company Subsidiary, has (i) used
any corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expenses relating to political activity, (ii) made any direct or
indirect unlawful payment to any foreign or domestic government official or
employee, or (iii) violated any provision of the Foreign Corrupt Practices Act
of 1977, as amended, or made any bribe, rebate, payoff, influence payment,
kickback or other unlawful payment to any foreign or domestic government
official or employee.

    


    3.9           Employee
Matters.  There is no strike, labor dispute or union
organization activities pending or, to the knowledge of the Company, threatened
between the Company or any Company Subsidiary and any of their
employees.  Other than as set forth in the Disclosure Documents, no
employees of the Company or any Company Subsidiary belong to any union or
collective bargaining unit. The Company and each Company Subsidiary has complied
in all material respects with all applicable federal and state equal opportunity
and other laws related to employment.

    


    3.10         Environment.  Except
as disclosed in the Disclosure Documents, the Company and the Company Subsidiary
have no liabilities under any Environmental Law, nor, to the Company's
knowledge, do any factors exist that are reasonably likely to give rise to any
such liability, affecting any of the properties owned or leased by the Company
or any Company Subsidiary that, individually or in the aggregate, has had or
would reasonably be expected to have a Material Adverse
Effect.  Neither the Company nor any Company Subsidiary has violated
any Environmental Law applicable to it now or previously in effect, other than
such violations or infringements that, individually or in the aggregate, have
not had and would not reasonably be expected to have a Material Adverse
Effect.

     

    3.11         ERISA.  The
Company does not maintain or contribute to, or have any obligation under, any
Pension Plan.  The Company is in compliance in all material respects
with the presently applicable provisions of ERISA and the United States Internal
Revenue Code of 1986, as amended, with respect to each Pension Plan except in
any such case for any such matters that, individually or in the aggregate, have
not had, and would not reasonably be expected to have, a Material Adverse
Effect.

    


    3.12         Transfer Taxes. No
transfer or other taxes (other than income taxes) are required to be paid in
connection with the issuance and sale of any of the Notes.

    


    3.13         Use of Proceeds. The
net proceeds of the sale of the Note A hereunder shall be used by the Company
for working capital.  The net proceeds of the sale of Note B hereunder
shall be used by the Company to fund Fifteen percent (15.0%) of the loan issued
by TimeShare Loans, Inc. under the Financing Agreement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    4.           COVENANTS
OF THE COMPANY AND EACH INVESTOR.

    


    4.1           Filings and Disclosure
Reports.  The Company agrees with each Investor that the
Company will:

     

    (a)           on
or prior to 8:30 a.m. (eastern time) on the fourth Business Day following the
Execution Date, if required, issue a press release disclosing the material terms
of this Agreement and the other Transaction Documents and the transactions
contemplated hereby and thereby, and

    


    (b)           if
required, on or prior to 5:00 p.m. (eastern time) on the fourth Business Day
following the Execution Date, file with the Commission a Current Report on Form
8-K disclosing the material terms of and including as exhibits this Agreement
and the other Transaction Documents and the transactions contemplated hereby and
thereby; provided,
however, that each Investor shall have a reasonable opportunity to review
and comment on any such press release, if required, or Form 8-K prior to the
issuance or filing thereof; and provided, further, that if
the Company fails to issue a press release disclosing the material terms of this
Agreement and the other Transaction Documents within the time frames described
herein, if required to be filed, any Investor may issue a press release
disclosing such information subject to notice to, and consent by, the Company,
which consent shall not be unreasonably withheld.  Thereafter, the
Company shall timely file any filings and notices required by the Commission or
applicable law with respect to the transactions contemplated
hereby.

    


    4.2           Existence and
Compliance.  The Company agrees that it will, and will cause
each Company Subsidiary to, while Investor holds the Note:

     

    (a)           maintain
its corporate existence in good standing;

    


    (b)           comply
with all Governmental Requirements applicable to the operation of its business,
except for instances of noncompliance that are immaterial;

    


    (c)           comply
with all agreements, documents and instruments binding on it or affecting its
Properties or business, including, without limitation, all Material Contracts,
except for instances of noncompliance that are immaterial;

    


    (d)           timely
file with the Commission all reports required to be filed pursuant to the
Exchange Act and refrain from terminating its status as an issuer required by
the Exchange Act to file reports thereunder even if the Exchange Act or the
rules or regulations thereunder would permit such termination; and

     

    (f)           ensure
that the Common Stock is at all times quoted on the Principal
Market.

     

    4.3           Notice of Event of
Default.  Upon the occurrence of an Event of Default, the
Company shall (i) notify Investor of the nature of such Event of Default as soon
as practicable (but in no event later than one Business Day after the Company
becomes aware of such Event of Default), and (ii) not later than two Business
Days after delivering such notice to Investor, issue a press release disclosing
such Event of Default and take such other actions as may be necessary to ensure
that none of the Investors are in the possession of material, nonpublic
information as a result of receiving such notice from the Company.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    5.           CONDITIONS
TO CLOSING.

    


    5.1           Conditions to Investors’
Obligations at the Closing.  Investor’s obligations to effect
the Closing, including without limitation its obligation to purchase its Note at
the Closing, are conditioned upon the fulfillment (or waiver by such Investor in
its sole and absolute discretion) of each of the following events as of the
Closing Date, and the Company shall use commercially reasonable efforts to cause
each of such conditions to be satisfied:

    


    
      	
               
      

            	
              5.1.1

            	
              the
      representations and warranties of the Company set forth in this Agreement
      and in the other Transaction Documents shall be true and correct in all
      material respects as of such date as if made on such date (except that to
      the extent that any such representation or warranty relates to a
      particular date, such representation or warranty shall be true and correct
      in all material respects as of that particular
  date);

            


    

    


    
      	
               
      

            	
              5.1.2

            	
              the
      Company shall have complied with or performed in all material respects all
      of the agreements, obligations and conditions set forth in this Agreement
      and in the other Transaction Documents that are required to be complied
      with or performed by the Company on or before the
  Closing;

            


    

    


    
      	
               
      

            	
              5.1.3

            	
              the
      Company shall have executed and delivered to Investor the Note being
      purchased by Investor at the
Closing;

            


    

    


    
      	
               
      

            	
              5.1.4

            	
              the
      Company shall have delivered to Investor resolutions passed by its Board
      of Directors to authorize the transactions contemplated hereby and by the
      other Transaction Documents;

            


    

    


    
      	
               
      

            	
              5.1.5

            	
              there
      shall have occurred no material adverse change in the Company’s
      consolidated business or financial condition since the date of the
      Company’s most recent financial statements contained in the Disclosure
      Documents;

            


    

    


    
      	
               
      

            	
              5.1.6

            	
              there
      shall be no injunction, restraining order or decree of any nature of any
      court or Governmental Authority of competent jurisdiction that is in
      effect that restrains or prohibits the consummation of the transactions
      contemplated hereby and by the other Transaction
  Documents.

            


    

    


    
      	
               
      

            	
              5.1.7

            	
              Investor
      shall have approved the Financing Agreement and confirmed that Merchants
      has agreed to fund the Company with a revolving line of credit of no less
      than Five Million Dollars
($5,000,000).

            


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    5.2           Conditions to Company’s
Obligations at the Closing.  The Company’s obligations to
effect the Closing with Investor are conditioned upon the fulfillment (or waiver
by the Company in its sole and absolute discretion) of each of the following
events as of the Closing Date:

    


    
      	
               
      

            	
              5.2.1

            	
              the
      representations and warranties of Investor set forth in this Agreement and
      in the other Transaction Documents to which it is a party shall be true
      and correct in all material respects as of such date as if made on such
      date (except that to the extent that any such representation or warranty
      relates to a particular date, such representation or warranty shall be
      true and correct in all material respects as of that
  date);

            


    

    


    
      	
               
      

            	
              5.2.2

            	
              Investor
      shall have complied with or performed all of the agreements, obligations
      and conditions set forth in this Agreement that are required to be
      complied with or performed by such Investor on or before the
      Closing;

            


    

    


    
      	
               
      

            	
              5.2.3

            	
              there
      shall be no injunction, restraining order or decree of any nature of any
      court or Governmental Authority of competent jurisdiction that is in
      effect that restrains or prohibits the consummation of the transactions
      contemplated hereby and by the other Transaction
  Documents;

            


    

    


    
      	
               
      

            	
              5.2.4

            	
              Investor shall have executed each Transaction
      Document to which it is a party and shall have delivered the same to the
      Company; and

            


    

     

    
      	
               
      

            	
              5.2.5

            	
              Investor shall have tendered the Purchase Price
      for the Note being purchased by it at the Closing by wire transfer of immediately available
      funds pursuant to the wiring instructions set forth on Exhibit
      C.

            


    

     

    
      
        	
                6.

              	
                MISCELLANEOUS.

              


      

    

    


    6.1           Survival;
Severability.  The representations, warranties, covenants and
indemnities made by the parties herein and in the other Transaction Documents
shall survive the Closing notwithstanding any due diligence investigation made
by or on behalf of the party seeking to rely thereon. In the event that any
provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall continue
in full force and effect without said provision; provided that in such case
the parties shall negotiate in good faith to replace such provision with a new
provision which is not illegal, unenforceable or void, as long as such new
provision does not materially change the economic benefits of this Agreement to
the parties.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    6.2           No
Reliance.  Each party acknowledges that (i) it has such
knowledge in business and financial matters as to be fully capable of evaluating
this Agreement, the other Transaction Documents and the transactions
contemplated hereby and thereby, (ii) it is not relying on any advice or
representation of any other party in connection with entering into this
Agreement, the other Transaction Documents or such transactions (other than the
representations made in this Agreement or the other Transaction Documents),
(iii) it has not received from any other party any assurance or guarantee as to
the merits (whether legal, regulatory, tax, financial or otherwise) of entering
into this Agreement or the other Transaction Documents or the performance of its
obligations hereunder and thereunder, and (iv) it has consulted with its own
legal, regulatory, tax, business, investment, financial and accounting advisors
to the extent that it has deemed necessary, and has entered into this Agreement
and the other Transaction Documents based on its own independent judgment and,
if applicable, on the advice of such advisors, and not on any view (whether
written or oral) expressed by any other party.

    


    6.3           Governing Law;
Jurisdiction.  This Agreement shall be governed by and
construed under the laws of the State of New York applicable to contracts made
and to be performed entirely within the State of New York. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City and County of New York for the adjudication of any
dispute hereunder or any other Transaction Document or in connection herewith or
therewith or with any transaction contemplated hereby or thereby, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is brought in an inconvenient forum
or that the venue of such suit, action or proceeding is
improper.  Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address in effect for
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.

    


    6.4           Successors and
Assigns.  The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
permitted assigns of the parties.  Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and permitted assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement. Investor may assign its rights and
obligations hereunder in connection with any sale or transfer of the Notes in
accordance with the terms hereof and of the other Transaction Documents, as long
as, as a condition precedent to such transfer, the transferee executes an
acknowledgment agreeing to be bound by the applicable provisions of this
Agreement, in which case the term “Investor” shall be deemed to refer to such
transferee as though such transferee were an original signatory
hereto.  The Company may not assign its rights or obligations under
this Agreement.

    


    6.5           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument.  This Agreement may be executed and delivered by facsimile
transmission.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    6.6           Headings.  The
headings used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.

    


    6.7           Notices.  Any
notice, demand or request required or permitted to be given by the Company or
the Investor pursuant to the terms of this Agreement 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:

    


    If to the
Company:

    


    Abazias,
Inc.

    ______________

    ______________

    Attn:

    Tel:

    Fax:

    


    with a copy (which shall not constitute
notice) to:

    


    ______________

    ______________

    ______________

    Attn:

    Tel:

    Fax:

    


    and if to
Investor, to such address for such Investor as shall appear on the signature
page hereof executed by Investor, or as shall be designated by Investor in
writing to the Company in accordance with this Section
6.7.

    


    6.8           Expenses.  The
Company and each Investor shall pay all costs and expenses that it incurs in
connection with the negotiation, execution, delivery and performance of this
Agreement or the other Transaction Documents.

    


    6.9           Entire Agreement;
Amendments.  This Agreement and the other Transaction Documents
constitute the entire agreement between the parties with regard to the subject
matter hereof and thereof, superseding all prior agreements or understandings,
whether written or oral, between or among the parties.  No amendment,
modification or other change to this Agreement or waiver of any agreement or
other obligation of the parties under this Agreement may be made or given unless
such amendment, modification or waiver is set forth in writing and is signed by
the Company and by the holders of a majority of the aggregate principal of the
Notes then outstanding.   Any waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

    


    [Signature
Pages to Follow]


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the date first-above written.

    


    ABAZIAS,
INC.

    


    By:          _______________________________

    Oscar Rodriguez

    Chief Executive Officer

    


    OMNIRELIANT
HOLDINGS, INC.

    


    By:          _______________________________

    Paul Morrison

    Chief Executive Officer

    


    Principal
Amount of Note Purchased at
Closing:                       $250,000 on August __,
2008

    $250,000 on September __,
2008

    


    ADDRESS:

    


    14375
Myerlake Circle

    Clearwater,
FL 33760

    Attention
Paul Morrison


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Exhibit
D-1

    


    EXECUTIVE EMPLOYMENT
AGREEMENT

    


    This EXECUTIVE EMPLOYMENT AGREEMENT
(the “Agreement”) dated
December 3, 2008 by and between Abazias.com, Inc., a Nevada corporation (the
“Company”), and Oscar
Rodriguez, an individual (the “Executive”).

    


    The Company, a wholly owned subsidiary
of OmniReliant Holdings, Inc. (“OmniReliant”), desires to employ the Executive,
and the Executive wishes to accept such employment with the Company, upon the
terms and conditions set forth in this Agreement.

    


    NOW THEREFORE, in consideration of the
foregoing facts and mutual agreements set forth below, the parties, intending to
be legally bound, agree as follows:

    


    1.           Employment.  The
Company hereby agrees to employ Executive, and Executive hereby accepts such
employment and agrees to perform Executive’s duties and responsibilities in
accordance with the terms and conditions hereinafter set forth.

    


    1.1           Duties and
Responsibilities. Executive shall serve as President and Chief Executive
Officer of the Company.  During the Employment Term (as defined
below), Executive shall perform all duties and accept all responsibilities
incident to such positions and other appropriate duties as may be assigned to
Executive by the Company’s Board of Directors from time to time.  The
Company shall retain full direction and control of the manner, means and methods
by which Executive performs the services for which she is employed hereunder and
of the place or places at which such services shall be rendered; provided,
however, that the Company recognizes that Employee has significant background
and experience in day-to-day operations of the business of the Company and,
absent a compelling reason, will not interfere with Employee’s decisions
concerning these matters.

    


    1.2           Employment
Term.  The term of this Agreement shall commence as of
[_________] (the “Effective
Date”) and shall continue for twenty-four (24) months, unless earlier
terminated in accordance with Section 4 hereof.  The term of
Executive’s employment shall be automatically renewed for successive one (1)
year periods until the Executive or the Company delivers to the other party a
written notice of their intent not to renew the Employment Term, such written
notice to be delivered at least thirty (30) days prior to the expiration of the
then-effective Employment Term.  Upon termination by the Company,
Executive is entitled to termination payments pursuant to Section 4
hereof.  The period commencing as of the Effective Date and ending
twenty-four (24) months thereafter or such later date to which the term of
Executive’s employment under the Agreement shall have been extended by mutual
written Agreement is referred to herein as the “Employment Term.”

    


    1.3           Extent of
Service.  During the Employment Term, Executive agrees to use
Executive’s best efforts to carry out the duties and responsibilities under
Section 1.1 hereof and shall devote such time Executive deems is reasonably
necessary to perform his duties hereunder.  To that end, the Company
acknowledges and agrees that Executive may dedicate some of his business time to
other ventures that do not compete directly with the business of the Company and
that doing so shall not be a violation of Executive’s obligations under this
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    1.4           Base
Salary.  The Company shall pay Executive a base salary (the
“Base Salary”) at the
annual rate of One Hundred Thousand Dollars per year ($100,000.00), payable at
such times as the Company customarily pays its other senior level executives
(but in any event no less often than monthly).

    


    1.5           Bonus. It is hereby
acknowledged, Executive shall be eligible for an annual bonus based on
performance of the Company. The Board of Directors of the Company will use its
discretion to determine Bonus amount based on sales, gross margin, EBITDA,
operating profits amongst other non-financial consideration.

    


    1.6           Incentive
Compensation.  In the event the Company sells for in excess of
Fifteen Million Dollars ($15,000,000) in cash within two (2) years of the
Closing Date, as that term is defined in the Securities Purchase Agreement by
and between the OmniReliant, Abazias, Inc. and Abazias.com, Inc., the Executive
shall receive additional compensation. The additional compensation will be fifty
percent (50%) of every dollar over Fifteen Million dollars ($15,000,000) in cash
and up to Seventeen Million dollars ($17,000,000) and Seven and One half percent
(7.5%) of the cash in excess of $17,000,000 (the “Incentive
Compensation”).

    


    1.7           Other
Benefits.  During the Employment Term, Executive shall be
entitled to participate in all employee benefit plans and programs made
available to OmniReliant’s senior level executives as a group or to its
employees generally, as such plans or programs may be in effect from time to
time, including, without limitation, medical, dental, short-term and long-term
disability and life insurance plans, accidental death and dismemberment
protection and travel accident insurance.  Executive shall be provided
office space and staff assistance appropriate for Executive’s position and
adequate for the performance of his duties.

    


    1.8           Miscellaneous.  Executive
shall be provided with reimbursement of expenses related to Executive’s
employment by the Company.  Executive shall be entitled to vacation
and holidays in accordance with the Company’s normal personnel policies for
senior level executives.

    


    1.9     Sign On
Bonus.   At Effective Date, Executive shall be paid Three
Hundred and Eleven Thousand Three Hundred Dollars ($311,300.00) as a sign on
bonus.

    


    2.           Confidential
Information.  Executive recognizes and acknowledges that by
reason of Executive’s employment by and service to the Company before, during
and, if applicable, after the Employment Term, Executive will have access to
certain confidential and proprietary information relating to the Company’s
business, which may include, but is not limited to, trade secrets, trade
“know-how,” product development techniques and plans, customer lists and
addresses, cost and pricing information, strategy and programs, computer
programs and software and financial information (collectively referred to as
“Confidential Information”).  Executive acknowledges that such
Confidential Information is a valuable and unique asset of the
Company.  Executive covenants that he will not, unless expressly
authorized in writing by the Board of Directors, at any time during the course
of Executive’s employment use any Confidential Information or divulge or
disclose any Confidential Information to any person, firm or corporation except
in connection with the performance of Executive’s duties for the Company and in
a manner consistent with the Company’s policies regarding Confidential
Information.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    Executive
also covenants that at any time after the termination of such employment,
directly or indirectly, he will not use any Confidential Information or divulge
or disclose any Confidential Information to any person, firm or corporation,
unless such information is in the public domain through no fault of Executive or
except when required to do so by a court of law, by any governmental agency
having supervisory authority over the business of the Company or by any
administrative or legislative body (including a committee thereof) with apparent
jurisdiction to order Executive to divulge, disclose or make accessible such
information.

    


    All
written Confidential Information (including, without limitation, in any computer
or other electronic format) which comes into Executive’s possession during the
course of Executive’s employment shall remain the property of the
Company.  Upon termination of Executive’s employment, the Executive
agrees to return immediately to the Company all written Confidential Information
(including, without limitation, in any computer or other electronic format) in
Executive’s possession.

    


    3.           Non-Competition;
Non-Solicitation.

    


    3.1           Non-Compete.  The
Executive hereby covenants and agrees that during the term of this Agreement,
the Executive will not, without the prior written consent of the Company,
directly or indirectly, on his own behalf or in the service or on behalf of
others, whether or not for compensation, engage in any business activity, or
have any interest in any person, firm, corporation or business, through a
subsidiary or parent entity or other entity (whether as a shareholder, agent,
joint venturer, security holder, trustee, partner, consultant, creditor lending
credit or money for the purpose of establishing or operating any such business,
partner or otherwise) with any Competing Business in the Covered
Area.  For the purpose of this Agreement, (i) “Competing Business” means the
sale, trade, import or export, via the internet, wholesale, retail and any other
channels not exclusively named herein, of diamonds and jewelry.  and
(ii) “Covered Area”
means all geographical areas of the United States, South America, and other
foreign jurisdictions where Company then has offices and/or sells its products
directly or indirectly through distributors and/or other sales
agents.    Notwithstanding the foregoing, the Executive may
own shares of companies whose securities are publicly traded, so long as such
securities do not constitute more than five percent (5%) of the outstanding
securities of any such company.

    


    3.2           Non-Solicitation.  The
Executive hereby covenants and agrees that during the term of this Agreement,
the Executive will not divert any business of the Company or any customers or
suppliers of the Company and/or the Company’s business to any other person,
entity or competitor, or induce or attempt to induce, directly or indirectly,
any person to leave his or her employment with the Company.

    


    3.3           Remedies.  The
Executive acknowledges and agrees that his obligations provided herein are
necessary and reasonable in order to protect the Company and their respective
business and the Executive expressly agrees that monetary damages would be
inadequate to compensate the Company for any breach by the Executive of his
covenants and agreements set forth herein.  Accordingly, the Executive
agrees and acknowledges that any such violation or threatened violation of this
Section 3 will cause irreparable injury to the Company and that, in addition to
any other remedies that may be available, in law, in equity or otherwise, the
Company shall be entitled to obtain injunctive relief against he threatened
breach of this Section 3 or the continuation of any such breach by the Executive
without the necessity of proving actual damages.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    4.           Termination.

    


    4.1           By
Company.

    


    (a)
               The
Company may terminate Executive's employment prior to the expiration of the Term
(“Termination”).  If
such termination by the Company is for any reason other than a
Termination for Cause (as defined in Section 4.1(b) hereof), or Executive’s
death or disability, then:

    (i)         all
unvested options, warrants and other equity grants shall vest
immediately,

    


    (ii)        Executive
shall be entitled to a continuation of health and other medical benefits and
coverage at the cost and expense of the Company for a period of not less than
eighteen (18) months, in consideration for all of which the parties hereto shall
exchange mutual releases of claims,

    


    (iii)       Executive
shall be entitled to retain the signing bonus issued pursuant to Section 1.9
above, and

    


    (iv)       Executive
shall be entitled to receive Incentive Compensation pursuant to Section
1.6.

    


    (b)  For
purposes of this Agreement, the term "Termination for Cause" means, a
termination by reason of any of the following:

    


    (i)  Executive’s
conviction of or entrance of a plea of guilty or nolo contendere to a felony;
or

     

    (ii)  Executive
is engaging or has engaged in material fraud, material dishonesty, or other acts
of willful and continued misconduct in connection with the business affairs of
the Company;

     

    provided, however, that (x) no
conduct by Executive shall be deemed willful for purposes of this Section 4.1 if
Executive believed in good faith that such conduct was in or not opposed to the
best interests of the Company, and (y) Cause shall in no event be deemed to
exist with respect to clause (ii) above, unless Executive shall have first
received written notice from the Board of Directors advising Executive of the
specific acts or omissions alleged to constitute misconduct, and such misconduct
continues after Executive shall have had a reasonable opportunity (which shall
be defined as a period of time consisting of at least fifteen (15) days from the
date Executive receives said notice) to correct the acts or omissions so
complained of.

     

    (c)  For
purposes of this Agreement, Executive’s employment shall be deemed to have been
terminated Without Cause in the event of:

     

    (i) 
the material reduction of Executive’s title, authority, duties or
responsibilities, or the assignment to Executive of duties materially
inconsistent with Executive’s positions with the Company as stated in Section 1
hereof;


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (ii) 
a reduction in the Base Salary of Executive;

     

    (iii) 
the Company’s failure to pay Executive any amounts otherwise due hereunder or
under any plan, policy, program, agreement, arrangement or other commitment of
the Company if such failure is not cured by the Company within fifteen (15) days
of notice of such failure; or

     

    (iv) 
any other material breach by the Company of this Agreement.

     

    (d)  If
all, or any portion, of the payments provided under this Agreement, either alone
or together with other payments and benefits which Executive receives or is
entitled to receive from the Company, would constitute an “excess parachute
payment” within the meaning of Section 280G of the Internal Revenue Code
(whether or not under an existing plan, arrangement or other agreement) (each
such parachute payment, a “Parachute Payment”),
and would result in the imposition on the Executive of an excise tax under
Section 4999 of the Internal Revenue Code, then, in addition to any other
benefits to which the Executive is entitled under this Agreement, the Executive
shall be paid by the Company an amount in cash equal to the sum of the excise
taxes payable by the Executive by reason of receiving Parachute Payments plus
the amount necessary to put the Executive in the same after-tax position (taking
into account any and all applicable federal, state and local excise, income or
other taxes at the highest possible applicable rates on such Parachute Payments
(including without limitation any payments under this Section 4.1(d)) as if no
excise taxes had been imposed with respect to Parachute Payments.

    


    4.2           By Executive’s Death or
Disability.  This Agreement shall also be terminated upon the
Executive’s death and/or a finding of permanent physical or mental disability,
such disability expected to result in death or to be of a continuous duration of
no less than twelve (12) months, and the Executive is unable to perform his
usual and essential duties for the Company.  In the event of dispute
over disability, a supported medical analysis and conclusion by Employee’s
personal physician shall be determinative.  In the event of
termination by reason of Executive’s death and/or permanent disability,
Executive or his executors, legal representatives or administrators, as
applicable, shall be entitled to an amount equal to Executive’s Base Salary
accrued through the date of termination, plus a pro rata share of any annual
bonus to which Executive would otherwise be entitled for the year which death or
permanent disability occurs as well as be eligible to receive the compensation
set forth in Section 1.6 above.

    


    4.4           Voluntary
Termination.  Executive may voluntarily terminate the
Employment Term upon thirty (30) days’ prior written notice for any reason;
provided, however, that no
further payments shall be due under this Agreement in that event except that
Executive shall be entitled to any benefits due under any compensation or
benefit plan provided by the Company for executives or otherwise outside of this
Agreement.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    5.           General
Provisions.

     

    5.1           Modification: No
Waiver.  No modification, amendment or discharge of this
Agreement shall be valid unless the same is in writing and signed by all parties
hereto.  Failure of any party at any time to enforce any provisions of
this Agreement or any rights or to exercise any elections hall in no way be
considered to be a waiver of such provisions, rights or elections and shall in
no way affect the validity of this Agreement.  The exercise by any
party of any of its rights or any of the elections under this Agreement shall
not preclude or prejudice such party from exercising the same or any other right
it may have under this Agreement irrespective of any previous action
taken.

    


    5.2           Further
Assurances.  Each party to this Agreement shall execute all
instruments and documents and take all actions as may be reasonably required to
effectuate this Agreement.

    


    5.3           Notices.  All
notices and other communications required or permitted hereunder or necessary or
convenient in connection herewith shall be in writing and shall be deemed to
have been given when hand delivered or mailed by registered or certified mail as
follows (provided that notice of change of address shall be deemed given only
when received):

    


    
      	
              If
      to the Company, to:

            	
              Abazias.com,
      Inc.

            
	 
      	
              5214
      SW 91st Terrace Suite A

            
	 
      	
              Gainesville,
      FL 32608

            
	 
      	 
      
	
              With
      a Copy to:

            	
              OmniReliant
      Holdings, Inc.

            
	 
      	
              14375
      Myerlake Circle

            
	 
      	
              Clearwater,
      FL 33760

            
	 
      	
              Attention:
      Paul Morrison

            
	 
      	 
      
	
              If
      to Executive, to:

            	
              Oscar
      Rodriguez

            
	 
      	
              5214
      SW 91st Terrace Suite A

            
	 
      	
              Gainesville,
      FL 32608

            


    

    


    


    or to
such other names or addresses as the Company or Executive, as the case may be,
shall designate by notice to each other in the manner specified in this
Section.

    


    5.4           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

    


    5.5           Severability.  Should
any one or more of the provisions of this Agreement or of any agreement entered
into pursuant to this Agreement be determined to be illegal or unenforceable,
then such illegal or unenforceable provision shall be modified by the proper
court or arbitrator to the extent necessary and possible to make such provision
enforceable, and such modified provision and all other provisions of this
Agreement and of each other agreement entered into pursuant to this Agreement
shall be given effect separately from the provisions or portion thereof
determined to be illegal or unenforceable and shall not be affected
thereby.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    5.6           Successors and
Assigns.  Executive may not assign this Agreement without the
prior written consent of the Company.  The Company may assign its
rights without the written consent of the executive, so long as the Company or
its assignee complies with the other material terms of this
Agreement.  The rights and obligations of the Company under this
Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of the Company, and the Executive’s rights under this
Agreement shall inure to the benefit of and be binding upon his heirs and
executors.

    


    5.7           Entire
Agreement.  This Agreement supersedes all prior agreements and
understandings between the parties, oral or written.  No modification,
termination or attempted waiver shall be valid unless in writing, signed by the
party against whom such modification, termination or waiver is sought to be
enforced.

    


    5.8           Counterparts;
Facsimile.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original,
and all of which taken together shall constitute one and the same
instrument.  This Agreement may be executed by facsimile with original
signatures to follow.

    


    [SIGNATURE
PAGE TO FOLLOW]


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed
this Agreement as of the date first written above.

    


    
      
        
          
            	
                    ABAZIAS.COM, INC.

                  
	 
      	 
      
	
                    By:

                  	 
      
	 
      	
                    Jesus
      Diaz

                  
	 
      	
                    Chief
      Financial Officer

                  
	 
      	 
      
	
                    OSCAR
      RODRIGUEZ

                  
	 
      
	
                    By:

                  	 
      
	 
      	
                    OSCAR
      RODRIGUEZ

                  


          

        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    EXECUTIVE EMPLOYMENT
AGREEMENT

    


    This EXECUTIVE EMPLOYMENT AGREEMENT
(the “Agreement”) dated
December 3, 2008 by and between Abazias.com, Inc., a Nevada corporation (the
“Company”), and Jesus
Diaz, an individual (the “Executive”).

    


    The Company, a wholly owned subsidiary
of OmniReliant Holdings, Inc. (“OmniReliant”), desires to employ the Executive,
and the Executive wishes to accept such employment with the Company, upon the
terms and conditions set forth in this Agreement.

    


    NOW THEREFORE, in consideration of the
foregoing facts and mutual agreements set forth below, the parties, intending to
be legally bound, agree as follows:

    


    1.           Employment.  The
Company hereby agrees to employ Executive, and Executive hereby accepts such
employment and agrees to perform Executive’s duties and responsibilities in
accordance with the terms and conditions hereinafter set forth.

    


    1.1           Duties and
Responsibilities. Executive shall serve as Vice President, Chief
Financial Officer and Chief Operating Officer of the Company.  During
the Employment Term (as defined below), Executive shall perform all duties and
accept all responsibilities incident to such positions and other appropriate
duties as may be assigned to Executive by the Company’s Board of Directors from
time to time.  The Company shall retain full direction and control of
the manner, means and methods by which Executive performs the services for which
she is employed hereunder and of the place or places at which such services
shall be rendered; provided, however, that the Company recognizes that Employee
has significant background and experience in day-to-day operations of the
business of the Company and, absent a compelling reason, will not interfere with
Employee’s decisions concerning these matters.

    


    1.2           Employment
Term.  The term of this Agreement shall commence as of
[_________] (the “Effective
Date”) and shall continue for twenty-four (24) months, unless earlier
terminated in accordance with Section 4 hereof.  The term of
Executive’s employment shall be automatically renewed for successive one (1)
year periods until the Executive or the Company delivers to the other party a
written notice of their intent not to renew the Employment Term, such written
notice to be delivered at least thirty (30) days prior to the expiration of the
then-effective Employment Term.  Upon termination by the Company,
Executive is entitled to termination payments pursuant to Section 4
hereof.  The period commencing as of the Effective Date and ending
twenty-four (24) months thereafter or such later date to which the term of
Executive’s employment under the Agreement shall have been extended by mutual
written Agreement is referred to herein as the “Employment Term.”

    


    1.3           Extent of
Service.  During the Employment Term, Executive agrees to use
Executive’s best efforts to carry out the duties and responsibilities under
Section 1.1 hereof and shall devote such time Executive deems is reasonably
necessary to perform his duties hereunder.  To that end, the Company
acknowledges and agrees that Executive may dedicate some of his business time to
other ventures that do not compete directly with the business of the Company and
that doing so shall not be a violation of Executive’s obligations under this
Agreement.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    1.4           Base
Salary.  The Company shall pay Executive a base salary (the
“Base Salary”) at the
annual rate of Eighty-Five Thousand Dollars per year ($85,000.00), payable at
such times as the Company customarily pays its other senior level executives
(but in any event no less often than monthly).

    


    1.5           Bonus. It is hereby
acknowledged, Executive shall be eligible for an annual bonus based on
performance of the Company. The Board of Directors of the Company will use its
discretion to determine Bonus amount based on sales, gross margin, EBITDA,
operating profits amongst other non-financial consideration.

    


    1.6           Incentive
Compensation.  In the event the Company sells for in excess of
Fifteen Million Dollars ($15,000,000) in cash within two (2) years of the
Closing Date, as that term is defined in the Securities Purchase Agreement by
and between the OmniReliant, Abazias, Inc. and Abazias.com, Inc., the Executive
shall receive additional compensation. The additional compensation will be fifty
percent (50%) of every dollar over Fifteen Million dollars ($15,000,000) in cash
and up to Seventeen Million dollars ($17,000,000) and Seven and One half percent
(7.5%) of the cash in excess of $17,000,000 (the “Incentive
Compensation”).

    


    1.7           Other
Benefits.  During the Employment Term, Executive shall be
entitled to participate in all employee benefit plans and programs made
available to OmniReliant’s senior level executives as a group or to its
employees generally, as such plans or programs may be in effect from time to
time, including, without limitation, medical, dental, short-term and long-term
disability and life insurance plans, accidental death and dismemberment
protection and travel accident insurance.  Executive shall be provided
office space and staff assistance appropriate for Executive’s position and
adequate for the performance of his duties.

    


    1.8           Miscellaneous.  Executive
shall be provided with reimbursement of expenses related to Executive’s
employment by the Company.  Executive shall be entitled to vacation
and holidays in accordance with the Company’s normal personnel policies for
senior level executives.

    


    1.9     Sign On
Bonus.   At Effective Date, Executive shall be paid One
Hundred and Six Thousand Three Hundred and Fifty Dollars ($106,350.00) as a sign
on bonus.

    


    2.           Confidential
Information.  Executive recognizes and acknowledges that by
reason of Executive’s employment by and service to the Company before, during
and, if applicable, after the Employment Term, Executive will have access to
certain confidential and proprietary information relating to the Company’s
business, which may include, but is not limited to, trade secrets, trade
“know-how,” product development techniques and plans, customer lists and
addresses, cost and pricing information, strategy and programs, computer
programs and software and financial information (collectively referred to as
“Confidential Information”).  Executive acknowledges that such
Confidential Information is a valuable and unique asset of the
Company.  Executive covenants that he will not, unless expressly
authorized in writing by the Board of Directors, at any time during the course
of Executive’s employment use any Confidential Information or divulge or
disclose any Confidential Information to any person, firm or corporation except
in connection with the performance of Executive’s duties for the Company and in
a manner consistent with the Company’s policies regarding Confidential
Information.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    Executive
also covenants that at any time after the termination of such employment,
directly or indirectly, he will not use any Confidential Information or divulge
or disclose any Confidential Information to any person, firm or corporation,
unless such information is in the public domain through no fault of Executive or
except when required to do so by a court of law, by any governmental agency
having supervisory authority over the business of the Company or by any
administrative or legislative body (including a committee thereof) with apparent
jurisdiction to order Executive to divulge, disclose or make accessible such
information.

    


    All
written Confidential Information (including, without limitation, in any computer
or other electronic format) which comes into Executive’s possession during the
course of Executive’s employment shall remain the property of the
Company.  Upon termination of Executive’s employment, the Executive
agrees to return immediately to the Company all written Confidential Information
(including, without limitation, in any computer or other electronic format) in
Executive’s possession.

    


    3.           Non-Competition;
Non-Solicitation.

    


    3.1           Non-Compete.  The
Executive hereby covenants and agrees that during the term of this Agreement,
the Executive will not, without the prior written consent of the Company,
directly or indirectly, on his own behalf or in the service or on behalf of
others, whether or not for compensation, engage in any business activity, or
have any interest in any person, firm, corporation or business, through a
subsidiary or parent entity or other entity (whether as a shareholder, agent,
joint venturer, security holder, trustee, partner, consultant, creditor lending
credit or money for the purpose of establishing or operating any such business,
partner or otherwise) with any Competing Business in the Covered
Area.  For the purpose of this Agreement, (i) “Competing Business” means the
sale, trade, import or export, via the internet, wholesale, retail and any other
channels not exclusively named herein, of diamonds and jewelry.  and
(ii) “Covered Area”
means all geographical areas of the United States, South America, and other
foreign jurisdictions where Company then has offices and/or sells its products
directly or indirectly through distributors and/or other sales
agents.    Notwithstanding the foregoing, the Executive may
own shares of companies whose securities are publicly traded, so long as such
securities do not constitute more than five percent (5%) of the outstanding
securities of any such company.

    


    3.2           Non-Solicitation.  The
Executive hereby covenants and agrees that during the term of this Agreement,
the Executive will not divert any business of the Company or any customers or
suppliers of the Company and/or the Company’s business to any other person,
entity or competitor, or induce or attempt to induce, directly or indirectly,
any person to leave his or her employment with the Company.

    


    3.3           Remedies.  The
Executive acknowledges and agrees that his obligations provided herein are
necessary and reasonable in order to protect the Company and their respective
business and the Executive expressly agrees that monetary damages would be
inadequate to compensate the Company for any breach by the Executive of his
covenants and agreements set forth herein.  Accordingly, the Executive
agrees and acknowledges that any such violation or threatened violation of this
Section 3 will cause irreparable injury to the Company and that, in addition to
any other remedies that may be available, in law, in equity or otherwise, the
Company shall be entitled to obtain injunctive relief against he threatened
breach of this Section 3 or the continuation of any such breach by the Executive
without the necessity of proving actual damages.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    4.           Termination.

    


    4.1           By
Company.

    


    (a)
               The
Company may terminate Executive's employment prior to the expiration of the Term
(“Termination”).  If
such termination by the Company is for any reason other than a
Termination for Cause (as defined in Section 4.1(b) hereof), or Executive’s
death or disability, then:

    (i)         all
unvested options, warrants and other equity grants shall vest
immediately,

    


    (ii)         Executive
shall be entitled to a continuation of health and other medical benefits and
coverage at the cost and expense of the Company for a period of not less than
eighteen (18) months, in consideration for all of which the parties hereto shall
exchange mutual releases of claims,

    


    (iii)        Executive
shall be entitled to retain the signing bonus issued pursuant to Section 1.9
above, and

    


    (iv)       Executive
shall be entitled to receive Incentive Compensation pursuant to Section
1.6.

    


     (b)  For
purposes of this Agreement, the term "Termination for Cause" means, a
termination by reason of any of the following:

    


    (i)  Executive’s
conviction of or entrance of a plea of guilty or nolo contendere to a felony;
or

     

    (ii)  Executive
is engaging or has engaged in material fraud, material dishonesty, or other acts
of willful and continued misconduct in connection with the business affairs of
the Company;

     

    provided, however, that (x) no
conduct by Executive shall be deemed willful for purposes of this Section 4.1 if
Executive believed in good faith that such conduct was in or not opposed to the
best interests of the Company, and (y) Cause shall in no event be deemed to
exist with respect to clause (ii) above, unless Executive shall have first
received written notice from the Board of Directors advising Executive of the
specific acts or omissions alleged to constitute misconduct, and such misconduct
continues after Executive shall have had a reasonable opportunity (which shall
be defined as a period of time consisting of at least fifteen (15) days from the
date Executive receives said notice) to correct the acts or omissions so
complained of.

     

    (c)  For
purposes of this Agreement, Executive’s employment shall be deemed to have been
terminated Without Cause in the event of:

     

    (i) 
the material reduction by the Company of Executive’s title, authority, duties or
responsibilities, or the assignment to Executive of duties materially
inconsistent with Executive’s positions with the Company as stated in Section 1
hereof;


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    (ii) 
a reduction by the Company in the Base Salary of Executive;

     

    (iii) 
the Company’s failure to pay Executive any amounts otherwise due hereunder or
under any plan, policy, program, agreement, arrangement or other commitment of
the Company if such failure is not cured by the Company within fifteen (15) days
of notice of such failure; or

     

    (iv) 
any other material breach by the Company of this Agreement.

     

    (d)  If
all, or any portion, of the payments provided under this Agreement, either alone
or together with other payments and benefits which Executive receives or is
entitled to receive from the Company, would constitute an “excess parachute
payment” within the meaning of Section 280G of the Internal Revenue Code
(whether or not under an existing plan, arrangement or other agreement) (each
such parachute payment, a “Parachute Payment”),
and would result in the imposition on the Executive of an excise tax under
Section 4999 of the Internal Revenue Code, then, in addition to any other
benefits to which the Executive is entitled under this Agreement, the Executive
shall be paid by the Company an amount in cash equal to the sum of the excise
taxes payable by the Executive by reason of receiving Parachute Payments plus
the amount necessary to put the Executive in the same after-tax position (taking
into account any and all applicable federal, state and local excise, income or
other taxes at the highest possible applicable rates on such Parachute Payments
(including without limitation any payments under this Section 4.1(d)) as if no
excise taxes had been imposed with respect to Parachute Payments.

    


    4.2           By Executive’s Death or
Disability.  This Agreement shall also be terminated upon the
Executive’s death and/or a finding of permanent physical or mental disability,
such disability expected to result in death or to be of a continuous duration of
no less than twelve (12) months, and the Executive is unable to perform his
usual and essential duties for the Company.  In the event of dispute
over disability, a supported medical analysis and conclusion by Employee’s
personal physician shall be determinative.  In the event of
termination by reason of Executive’s death and/or permanent disability,
Executive or his executors, legal representatives or administrators, as
applicable, shall be entitled to an amount equal to Executive’s Base Salary
accrued through the date of termination, plus a pro rata share of any annual
bonus to which Executive would otherwise be entitled for the year which death or
permanent disability occurs as well as be eligible to receive the compensation
set forth in Section 1.6 above.

     

    4.4           Voluntary
Termination.  Executive may voluntarily terminate the
Employment Term upon thirty (30) days’ prior written notice for any reason;
provided, however, that no
further payments shall be due under this Agreement in that event except that
Executive shall be entitled to any benefits due under any compensation or
benefit plan provided by the Company for executives or otherwise outside of this
Agreement.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    5.           General
Provisions.


    5.1           Modification: No
Waiver.  No modification, amendment or discharge of this
Agreement shall be valid unless the same is in writing and signed by all parties
hereto.  Failure of any party at any time to enforce any provisions of
this Agreement or any rights or to exercise any elections hall in no way be
considered to be a waiver of such provisions, rights or elections and shall in
no way affect the validity of this Agreement.  The exercise by any
party of any of its rights or any of the elections under this Agreement shall
not preclude or prejudice such party from exercising the same or any other right
it may have under this Agreement irrespective of any previous action
taken.

    


    5.2           Further
Assurances.  Each party to this Agreement shall execute all
instruments and documents and take all actions as may be reasonably required to
effectuate this Agreement.

    


    5.3           Notices.  All
notices and other communications required or permitted hereunder or necessary or
convenient in connection herewith shall be in writing and shall be deemed to
have been given when hand delivered or mailed by registered or certified mail as
follows (provided that notice of change of address shall be deemed given only
when received):

    

      
        	
                If
      to the Company, to:

              	
                Abazias.com,
      Inc.

              
	 
      	
                5214
      SW 91st Terrace Suite A

              
	 
      	
                Gainesville,
      FL 32608

              
	 
      	 
      
	
                With
      a Copy to:

              	
                OmniReliant
      Holdings, Inc.

              
	 
      	
                14375
      Myerlake Circle

              
	 
      	
                Clearwater,
      FL 33760

              
	 
      	
                Attention:
      Paul Morrison

              
	 
      	 
      
	
                If
      to Executive, to:

              	
                Jesus
      Diaz

              
	 
      	
                5214
      SW 91st Terrace Suite A

              
	 
      	
                Gainesville,
      FL 32608

              


      

    

    


    or to
such other names or addresses as the Company or Executive, as the case may be,
shall designate by notice to each other in the manner specified in this
Section.

    


    5.4           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

    


    5.5           Severability.  Should
any one or more of the provisions of this Agreement or of any agreement entered
into pursuant to this Agreement be determined to be illegal or unenforceable,
then such illegal or unenforceable provision shall be modified by the proper
court or arbitrator to the extent necessary and possible to make such provision
enforceable, and such modified provision and all other provisions of this
Agreement and of each other agreement entered into pursuant to this Agreement
shall be given effect separately from the provisions or portion thereof
determined to be illegal or unenforceable and shall not be affected
thereby.

    


    5.6           Successors and
Assigns.  Executive may not assign this Agreement without the
prior written consent of the Company.  The Company may assign its
rights without the written consent of the executive, so long as the Company or
its assignee complies with the other material terms of this
Agreement.  The rights and obligations of the Company under this
Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of the Company, and the Executive’s rights under this
Agreement shall inure to the benefit of and be binding upon his heirs and
executors.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    5.7           Entire
Agreement.  This Agreement supersedes all prior agreements and
understandings between the parties, oral or written.  No modification,
termination or attempted waiver shall be valid unless in writing, signed by the
party against whom such modification, termination or waiver is sought to be
enforced.

    


    5.8           Counterparts;
Facsimile.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original,
and all of which taken together shall constitute one and the same
instrument.  This Agreement may be executed by facsimile with original
signatures to follow.

    


    [SIGNATURE
PAGE TO FOLLOW]


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed
this Agreement as of the date first written above.

    

      
        
          
            
              
                
                  
                    
                      
                        	
                                ABAZIAS.COM,
      INC.

                              
	 
      	 
      
	
                                By:

                              	 
      
	 
      	
                                Oscar
      Rodriguez

                              
	 
      	
                                Chief
      Executive Officer

                              
	 
      	 
      
	
                                JESUS
      DIAZ

                              
	 
      	 
      
	
                                By:

                              	 
      
	 
      	
                                Jesus
      Diaz

                              


                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

     

    Exhibit
D-2

    


    CONSULTING
AGREEMENT

    


             THIS
CONSULTING AGREEMENT, dated as of November 1, 2007(the "Agreement"), by and
between Abazias, Inc., a Delaware Corporation (the "Company") and Strategic
Capital Advisors, Inc., a Nevada Corporation whose office is located at 4911
S.W. 91st Terrace
Suite A, Gainesville, Florida (the "Consultant"); (a "Party", collectively, the
"Parties").

    


    RECITALS

    


             WHEREAS,
the Company has requested of Consultant and the Consultant has agreed to provide
certain strategic, financial, and other general corporate consulting services to
the Company.

    


             WHEREAS,
in connection with and in consideration for such services, the Company
has agreed to compensate Consultant according to the terms outlined in Item 2,
Compensation below.

    


     WHEREAS,
the parties wish to reduce to writing their oral agreement concerning the
matters which are the subject of this Agreement.

    


      NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the Parties agree as follows:

    


             1.       Services.        Consultant
agrees to familiarize itself to the extent it deems appropriate and feasible,
and to an extent acceptable to the Company,  with the business,
operations, properties, financial condition and prospects of the Company and to
perform and provide, as the Company reasonably and specifically requests,
certain strategic, financial, and other general corporate consulting services to
the Company("Services"), including but not limited to: (i) identifying
prospective strategic partners and strategic alliances (except reverse mergers
designed to take a private company public); (ii) planning, strategizing and
negotiating with potential strategic business partners; (iii) assisting with
business development; (iv) reporting as to developments concerning the industry
which may be relevant or of interest or concern to the Company or the Company's
business; (v) developing strategic planning issues; (vi) providing management
consulting services including: analyzing historical operational performance,
reviewing operational performance of the Company, making recommendations to
enhance the operational efficiency of the Company; and (vii) consulting on
alternatives to enhance the growth of the Company.

    


    NONE
OF THE SERVICES PROVIDED BY CONSULTANT HEREIN SHALL INVOLVE THE RAISING OF DEBT
OR EQUITY CAPITALAND NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS AN
OBLIGATION  OR REQUIRMENT OF CONSULTANT TO RAISE DEBT OR EQUITY
CAPITAL.

    


    The
Parties hereby confirm and acknowledge that the services rendered by Consultant
hereunder: (a) consist and will consist of bona fide services rendered and to be
rendered to Company, (b) are not and will not be in connection with the offer or
sale of securities in capital raising transactions, and (c) do not and will not
promote or maintain a market for the securities of Company.

    


             2.       Compensation.

    


    (i) In consideration of the Services
to be provided by the Consultant, the amount of $82,350.00 U.S. dollars to be
paid upon effective closing of the merger of Abazias Inc., with OmniReliant
Holdings Inc..

    


    (ii)    It is
expressly understood and agreed that in connection with the Services to be
performed by the Consultant, the Consultant shall be solely responsible for any
and all taxes arising from the

    consulting
fees paid to the Consultant hereinafter.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

             3.       Term.    Consultant's
engagement shall be for a period of twelve (12) months (the "Term"). Thereafter,
the Agreement may be terminated by either the Company or Consultant at any time,
with or without cause, upon written notice to that effect to the other
party.

    


           
 4.       Non-Competition.  The
Consultant hereby covenants and agrees that for a period of two (2)
years  following the term of this Agreement, the Executive will not,
without the prior written consent of the Company, directly or indirectly, on his
own behalf or in the service or on behalf of others, whether or not for
compensation, engage in any business activity, or have any interest in any
person, firm, corporation or business, through a subsidiary or parent entity or
other entity (whether as a shareholder, agent, joint venturer, security holder,
trustee, partner, consultant, creditor lending credit or money for the purpose
of establishing or operating any such business, partner or otherwise) with any
Competing Business.  For the purpose of this Agreement, (i) “Competing Business” means the
sale, trade, import or export, via the internet, wholesale, retail and any other
channels not exclusively named herein, but related exclusively to the categories
of diamonds and jewelry.  Notwithstanding the foregoing, the Executive
may own shares of companies whose securities are publicly traded, so long as
such securities do not constitute more than five percent (5%) of the outstanding
securities of any such company.

     

             5.       Information.      The
Company may furnish Consultant such information as Consultant reasonably
requests in connection with the performance of its services hereunder (all such
information so furnished is referred to herein as the "Information"). The
Company understands and agrees that Consultant, in performing its services
hereunder, will use and rely upon the Information as well as publicly available
information regarding the Company and any potential partners and that Consultant
shall not assume responsibility for independent verification of any information,
whether publicly available or otherwise furnished to it, concerning the Company
or any potential partner, including, without limitation, any financial
information, forecasts or projections, considered by Consultant in connection
with the rendering of its services. Accordingly, Consultant shall be entitled to
assume and rely upon the accuracy and completeness of all such information and
is not required to conduct a physical inspection of any of the properties or
assets, or to prepare or obtain any independent evaluation or appraisal of any
of the assets or liabilities,
of the Company or any potential partner. With respect to any financial forecasts
and projections made available to Consultant by the Company or any potential
partners and used by Consultant in its analysis, Consultant shall be entitled to
assume that such forecasts and projections have been reasonably prepared on
bases reflecting the best currently available estimates and judgments of the
management of the Company or any potential partner, as the case may be, as to
the matters covered thereby.

    


             6.       Timely
Appraisals.        The Company
hereby agrees to use its commercially reasonable efforts to keep Consultant up
to date and apprised of all business, market and legal developments related to
the Company and its operations and management. Accordingly:

    


                       (i)      the
Company may provide Consultant with copies of all amendments, revisions and
changes to its business and marketing plans, bylaws, articles of incorporation,
private placement memoranda, key contracts, employment and consulting agreements
and other operational agreements;

    


                     
 (ii)     Consultant shall keep all documents and
information supplied to it hereunder confidential.

    


             7.       Representations
and Warranties.    The Consultant hereby represents
and warrants to the Company that:

    


                       (i)      he
has full legal capacity to enter into this Agreement and to provide the Services
hereunder without violation or conflict with any other agreement or instrument
to which the Consultant is a

    party or
may be bound;

    


                       (ii)     in
the course of performing the Services hereunder, the Consultant will not
infringe the patent, trademark or copyright (collectively, "Intellectual
Property") of any third party;

    


                     
(iii)   the execution, delivery and performance of this Agreement
does not and will not conflict with, violate or breach its constituent documents
or any agreement (including, without limitation,
any other distribution agreement), decree, order or judgment or any law or
regulation to which it is a party or subject or by which it or any of its
properties or assets is bound.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

             8.       Relationship
of the Parties.       The Consultant
shall be an independent contractor and the Consultant shall not be considered in
any manner an employee of the Company and the relationship of the Company and
the Consultant shall not in any manner create an employer-employee relationship
between
the parties.

    


             9.       Reliance
on Others.  The Company confirms that it will rely on its own
counsel, accountants and other similar expert advisors for legal, accounting,
tax and other similar advice.

    


             10.     No Rights
in Shareholders, etc.  The Company recognizes that Consultant
has been engaged only by the Company, and that the Company's engagement of
Consultant is not deemed to be on behalf of and is not intended to confer rights
upon any shareholder, partner or other owner of the Company or any other
person not a party hereto as against Consultant or any of its affiliates or any
of their respective directors, officers, agents, employees or representatives.
Unless otherwise expressly agreed, no one other than the Company is authorized
to rely upon the Company's engagement of Consultant or any statements, advice,
opinions or conduct by Consultant. Without limiting the foregoing, any opinions
or advice rendered to the Company's Board of Directors or management in the
course of the Company's engagement of Consultant are for the purpose of
assisting the Board or management, as the case may be, in evaluating the
Transaction and do not constitute a recommendation to any shareholder of the
Company concerning action that such shareholder might or should take in
connection with the Transaction. Consultant's role herein is that of an
independent contractor; nothing herein is intended to create or shall be
construed as creating a fiduciary relationship between the Company and
Consultant.

    


             11.     No
Waiver.        The failure of any
of the parties hereto to enforce any provision hereof on any occasion shall not
be deemed to be a waiver of any preceding or succeeding breach of such provision
or of any other provision.

    


             12.     Entire
Agreement.  This Agreement constitutes the entire Agreement and
understanding of the parties hereto.

    


             13.     Amendments.   No
amendment, modification or waiver of any provision herein shall be effective
unless in writing, executed by each of the parties hereto.

    


             14.     Governing
Law;
Jurisdiction.       This  Agreement
shall be construed, interpreted and enforced in accordance with and shall be
governed by the laws of the State of Florida applicable to agreements made and
to be performed entirely therein. In the event that either Party hereto shall
take legal action to enforce any of the provisions of this Agreement, the
Parties agree that the exclusive jurisdiction for such legal action shall be the
state courts of Florida or the federal courts residing in the State of
Florida.

    


             15.     Binding
Effect.   This Agreement shall bind and inure to the
benefit of the Parties, their successors and assigns.

    


             16.     Notices.
Any notice under the provisions of this Agreement shall be deemed given when
received and shall be given by hand, reputable overnight courier service or by
registered or certified mail, return receipt requested, directed to the
addresses set forth above, unless notice of a new address has been sent pursuant
to the terms of this section.

    


             17.     Unenforceability;
Severability.  If any provision of this Agreement is found to
be void or unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall, nevertheless, be binding upon the Parties
with the same force and effect as though the unenforceable
part had been severed and deleted.

    


            18.      Intentionally
Omitted.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

             19.     Counterparts.  This
Agreement may be executed in one or more counterparts, all of which shall be
deemed to be duplicate originals.

    


    IN
WITNESS WHEREOF, the Parties hereto have executed this instrument the date first
above written.

    


    
      
        	
                ABAZIAS,
      INC.

              
	 
      
	
                By:

              
	
                  

              
	
                Oscar
      Rodriguez, President

              
	 
      
	
                CONSULTANT

              
	 
      
	
                By:

              
	
                  

              
	
                Robb
      Rill,  President

              
	
                Strategic
      Capital Advisors Inc.

              


      

    


    
       


    

    
       


      
        

      

    

    
       


    

     

    
      Schedules
to Securities Purchase Agreement

    

     

    Schedule
4.6

    


    Abazias,
Inc., parent, 100% ownership.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Schedule
4.8

    


    None


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Schedule
4.11

    


    None

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Schedule
4.12

    


    None


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Schedule
4.13

    


    None


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    Schedule
4.14

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    Schedule
4.15

    


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    Schedule
4.16

    


    None


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Schedule
4.17

    


    Real
Estate Lease

    


    This
Triple Net Lease Agreement (this “Lease”) is dated August 1, 2008, by and
between Oscar Rodriguez, (“Landlord”), and Abazias, Inc-
(“Tenant”).  The parties agree as follows:

    


    PREMISES. Landlord, in
consideration of the lease payments provided in this Lease, leases to Tenant
approximately 1550 square feet of commercial space for the sole purpose of
operation office space only (the “Premises”) located at 5214 S.W. 91st Terrace
Suite A, Gainesville, FL 32608.

    


    TERM.  The Triple
Net Lease term will begin on August 01, 2008 and will terminate on July 31,
2010.

    


    LEASE
PAYMENTS.  Tenant shall pay to Landlord lease payments of
$2,650 in advance on the first day of each month, for a total lease payment of
$31,800.00.  Lease payments shall be made to Landlord at 5214 S.W.
91st
Terrace Suite A, Gainesville, FL 32608 which may be changed from time to time by
the Landlord.

    


    Additional
Triple Net Fees are assessed in the following yearly values:

    Property Taxes: $6,835

    Insurance: $3,729

    Association and Maintenance:
$3,487

    


    To be
paid in monthly installments of $1,170.92, making the some of the monthly
payments $3,820.92, for a yearly total payment of $45,851.

    


    POSSESSION. Tenant shall be
entitled to the possession on the first day of the term of this Lease, and shall
yield possession to the Landlord on the last day of the term of this Lease,
unless otherwise agreed by both parties in writing.  At the expiration
of the term, Tenant shall remove its goods and effects and peaceably yield up
the Premises to Landlord in as good a condition as when delivered to Tenant,
ordinary wear and tear excepted.

    


    USE OF PREMISES/ABSENCES.
Tenant shall occupy and use the Premises as a commercial unit and for the stated
purpose only.  Tenant shall notify Landlord of any anticipated
extended absence from the Premises not later than the first day of the extended
absence.

    


    OCCUMPANTS. Nobody other than
direct employees, agents, or customers of the Spay may occupy the premises
unless the prior written consent of the Landlord is
obtained.



    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    PETS. No pets shall be allowed
on the Premises.

    


    PARKING. Tenant shall be
entitled to general parking(s) for the parking of
motor  vehicle(s).

    


    PROPERTY INSURANCE. Landlord
and Tenant shall each be responsible to maintain appropriate insurance for their
respective interests in the Premises and property located on the
Premises.

    


    KEYS. Tenant will be given 1
key(s) to the Premises and 1 mailbox key(s). If all keys are not returned to
Landlord following termination of the Lease, Tenant shall be charged
$25.00.

    


    LOCKOUT. If the Tenant becomes
locked out of the Premises, Tenant will be charged $50.00 to regain
entry.

    


    UTILITIES AND SERVICES. Tenant
shall be responsible for all utilities and services incurred in connection with
the Premises.

    


    TERMINATION UPON SALE OF
PREMISES. Notwithstanding any other provision of this Lease, Landlord may
terminate this lease upon 60 days’ written notice to Tenant that the Premises
have been sold.

    


    HABITABILITY. Tenant has
inspected the Premises and fixtures (or has had the Premises inspected on behalf
of the Tenant), and acknowledges that the Premises are in a reasonable and
acceptable condition of habitability for their intended use, and the agreed
lease payments are fair and reasonable. If the condition changes so that, in the
Tenant’s opinion, the habitability and rental value of the Premises are
adversely affected, Tenant shall promptly provide reasonable notice to
Landlord.

    


    DEFAULTS. Tenant shall be in
default of this Lease if Tenant fails to fulfill any lease obligation or term by
which Tenant is bound. Subject to any governing provisions of law to the
contrary, if Tenant fails to cure any financial obligation within 5 days (or any
other obligation within 10 days) after written notice of such default is
provided by Landlord to Tenant, Landlord may elect to cure such default and the
cost of such action shall be added to Tenant’s financial obligations under this
Lease. All sums of money or charges required to be paid by Tenant under this
Lease shall be additional rent, whether or not such sums or charges are
designated as “additional rent”. The rights provided by this paragraph are
cumulative in nature and are in addition to any other rights afforded by
law.

    


    LATE PAYMENTS. For any payment
that is not paid within 5 days after its due date, Tenant shall pay a late fee
of $50.00 per day beyond the 5 days.

    


    HOLDOVER. If Tenant maintains
possession of the Premises for any period after the termination of this Lease
(“Holdover Period”), Tenant shall pay to Landlord lease payment(s) during the
Holdover Period at a rate equal to 110% of the most recent rate preceding the
Holdover Period. Such Holdover shall constitute a month-to-month extension of
this Lease.



    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    CUMULATIVE RIGHTS. The rights
of the parties under this Lease are cumulative, and shall not be construed as
exclusive unless otherwise required by law.

    


    NON-SUFFICIENT FUNDS. Tenant
shall be charged $25.00 for each check that is returned to Landlord for lack of
sufficient Funds.

    


    REMODELING OR STRUCTURAL
IMPROVEMENTS. Tenants shall be allowed to conduct construction or
remodeling (at Tenant’s expense) only with the prior written consent of the
landlord which shall not be unreasonably withheld. At the end of the lease term,
tenant shall not be entitled to remove (or at the request of Landlord shall
remove) any such fixtures without written approval, and shall restore the
premises to substantially the same condition that existed at the commencement of
this lease.

    


    ACCESS BY LANDLORD TO
PREMISES.  Subject to Tenant’s consent (which shall not be
unreasonably withheld), Landlord shall have the right to enter the Premises to
make inspections, provide necessary services, or show the unit to prospective
buyers, mortgagees, tenants or workers. As provided by law, in the case of an
emergency, Landlord may enter the Premises without the Tenant’s consent. During
the last three months of this Lease, or any extension of this Lease, Landlord
shall be allowed to display the usual “To Let” signs and show the Premises to
prospective tenants.

    


    INDEMNITY REGARDING USE OF PREMISES.
To the extent permitted by law, Tenant agrees to indemnity, hold
harmless, and defend Landlord from and against any and all losses, claims,
liabilities, and expenses, including reasonable attorney fees, if any, which
Landlord may suffer or incur in connection with Tenant’s possession, use or
misuse of the Premises, except Landlord’s act or negligence.

    


    DANGEROUS MATERIALS. Tenant
shall not keep or have on the Premises any article or thing of dangerous,
flammable, or explosive character that might substantially increase the danger
of fire on the Premises, or that might be considered hazardous by a responsible
insurance company, unless the prior written consent of Landlord is obtained and
proof of adequate insurance protection is provided by Tenant to
Landlord.

    


    COMPLIANCE WITH REGULATIONS.
Tenant shall promptly with all laws, ordinances, requirements and
regulations of the federal, state, county, municipal and other authorities, and
the fire insurance underwriters. However, Tenant shall not by
this  provision be required to make alterations to the exterior of the
building or alterations of a structural nature.



    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    MECHANICS LIENS. Neither
Tenant nor anyone claiming through the Tenant shall have the right to file
mechanics liens or any other kind of lien on the Premises and the filing of this
Lease constitutes notice that such liens are invalid. Further, Tenant agrees to
(1) give actual advanced notice to any contractors, subcontractors or suppliers
of goods, labor, or services that such liens will not be valid, and (2) take
whatever additional steps that are necessary in order to keep the premises free
of all liens resulting from construction done by or for the Tenant.

    


    ASSIGNABILITY/SUBLETTING.
Tenant may not assign or sublease any interest in the Premises, nor
assign, mortgage or pledge this Lease, without the prior written consent of
Landlord, which shall not be unreasonably withheld.

    


    NOTICE. Notices under this
Lease shall not be deemed valid unless given or served in writing and forwarded
by mail, postage prepaid, addressed to the party at the appropriate address set
forth below.  Such addresses may be changed from time to time by
either party by providing notice as set forth below.  Notices mailed
in accordance with these provisions shall be deemed received on the third day
after processing.

    


    LANDLORD:

    


    Oscar Rodriguez

    5214 SW
91st
Terrace Suite A

    Gainesville,
Fl 32608

    


    TENANT:

    


    Abazias Inc

    5214 SW
91st
Terrace Suite A

    Gainesville,
Fl 32608

    


    Such
addresses may be changed from time to time by either party by providing notice
as set forth below.

    


    GOVERNING LAW.  This
Lease shall be construed in accordance with the laws of the State of
Florida.

    


    ENTIRE AGREEMENT/AMENDMENT.
This Lease contains the entire agreement of the parties and there are no other
promises, conditions, understandings or other agreements, whether oral or
written, relating to the subject matter of this Lease.  This Lease may
be modified or amended in writing, if the writing is signed by the party
obligated under the amendment.



    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    SEVERABILITY.  If
any portion of this Lease shall be held to be invalid or unenforceable for any
reason, the remaining provisions shall continue to be valid and
enforceable.  If a court finds that any provision of this Lease is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.

    


    WAIVER.  The failure
of either party to enforce any provisions of this Lease shall not be construed
as a waiver or limitation of that party’s right to subsequently enforce and
compel strict compliance with every provision of this Lease.

    


    BINDING EFFECT.  The
provisions of this Lease shall be binding upon and inure to the benefit of both
parties and their respective legal representatives, successors and
assigns.



    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    Schedule
4.18

    


    The
Company owns the domain name Abazias.com including the proprietary
administrative system, as well as, the on-site interface.



    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    Schedule
4.19

    


    Insurance
yearly premiums:

    Farm Bureau: $2292

    Zurich: $1437



    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    Schedule
4.20

    



    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    Schedule
4.21

    



    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


    Schedule
4.22

    


    None


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    Schedule
4.23

    


    None

    


    Except
for Trademark with EON


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    Schedule
4.24

    


    None



    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    Schedule
4.25

    


    Our
Return Policy

    If you
have purchased a diamond at Abazias:

    If you
are not satisfied with your diamond purchase, you can return it within 10 days
for a refund of your purchase price--no questions asked. Here are some important
things for you to know in the unlikely event that you need to return a
diamond:

    


    •           All
returned items must be received in original condition.

    •           If
the original certificate was sent with the diamond it must accompany the
diamond. Otherwise, there will be a $150 fee to replace the
document.

    •           If
your 10 day return window has expired, you will not be entitled to a
refund.

    


    If you
have purchased an engagement ring or jewelry item at Abazias:

    Most of
our items are custom made for each order and are not returnable. If an item is
custom made, sized, or has had a diamond mounted, the item cannot be returned.
If you are not sure about an item, please ask us if the item is in stock so that
you can view the item or see additional pictures before submitting your
customized order. If your item is returnable, we will refund your purchase
price. We are in the business of making you happy and will do whatever it takes
for you to be comfortable with your order.

    


    Remember,
a diamond specialist will always discuss your order with you prior to final
order completion and shipment to ensure your 100% satisfaction.

    


    All
returned items must be received in original condition. After our staff has
received the merchandise and verifies the content, Abazias will refund your full
purchasing price (minus any shipping fees) within two business
days.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    Schedule
4.26

     

    
      
        
          
            
              
                
                  
                    	 
      	 	
                             

                          	 
	
                            ASSETS

                          	 	 	 
	
                            Current
      assets

                          	 	 	 
	
                            Cash

                          	 	$	337,773	 
	
                            Accounts
      receivable

                          	 	 	400,281	 
	
                            Inventory

                          	 	 	245,570	 
	
                            Total
      current assets

                          	 	 	983,624	 
	 
      	 	 	 	 
	
                            Property
      & equipment, net of accumulated depreciation of $5,287

                          	 	 	2,209	 
	
                            Website,
      net of accumulated amortization of $22,167

                          	 	 	13,164	 
	
                            Total
      Assets

                          	 	$	998,997	 


                  

                

              

            


            
              
                 


              

              
                22

                
                  

                

              

              
                 


              

            

          

        

      

    

     

    Schedule
4.27

    


    None



    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    Schedule
4.28

    


    None


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    Schedule
4.29

    


    None


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    Schedule
4.30

    


    None



    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    Schedule
4.31

    


    All
described in SEC filings



    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    Schedule
5.4

    


    None.


    
      
         


      

      
        28