SECURITY
AGREEMENT

     

    THIS AGREEMENT is made as of
December 2, 2010 between ZURVITA HOLDINGS, INC., as
debtor, a Delaware corporation (“Debtor”) and OmniReliant
Holdings, Inc. (“Secured
Party”).

     

    W
I T N E S S E T H:

     

    WHEREAS, on October 9, 2009,
the Secured Party entered into a license agreement (the “License Agreement”)
with the Debtor whereby the Debtor issued to the Secured Party a promissory note
in the principal amount of $2,000,000 (such note, together with any promissory
notes or other securities issued in exchange or substitution therefor or
replacement thereof, and as any of the same may be amended, supplemented,
restated or modified and in effect from time to time, the “Note”); and

     

    WHEREAS, the parties have
agreed that the obligation of the Debtor to repay the amounts due under the Note
are to be secured by certain assets of the Debtor.

     

    NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     

    1.           Security
Interest. 
(a) To secure its obligations under the Note, Debtor hereby grants to the
Secured Party, a present and continuing security interest (the “Security
Interest”), in all of Debtor’s right, title and interest in, to certain assets
described below (the “Collateral”), whether now
owned or existing or hereafter acquired or arising and wheresoever located,
including, without limitation: The computer software identified as
“LocaladLink”, and further described on Schedule A, annexed hereto(hereinafter
the “Computer Software”) as well as:

    


    (i) all of Debtor’s Computer Software
as it relates to LocaladLink, as it exists as of the date of execution of this
Security Agreement, including all source code, object code and documentation,
and lexicon databases together, updates, derivatives and revisions including all
trade secrets, copyrights and other property rights therein; the parties herein
agree that no security interest exists in any future modifications to the
Debtors Computer Software;

    


    (ii)           all
of Debtor’s copyrights and copyright applications for the Computer Software as
it relates to LocaladLink;

    


    (iii) the right to sue for past,
present and future infringement or misappropriation of, copyrights described in
(ii), above, throughout the world;

    


    (iv) all products and license proceeds
of the Computer Software as it relates to LocaladLink including the right to
receive license proceeds, royalties and other payments in respect thereof, the
proceeds of any infringement suits, and so forth;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (v)  Copies of all Computer
Software described in (i)-(iv) herein (the “Tangible Collateral”), which shall
be placed into an IP Escrow Account with Iron Mountain (“Iron
Mountain”).

    


    (b) Debtor hereby acknowledges and
agrees that the description of Collateral contained in this Security Agreement
covers, and is intended to cover, the Computer Software of Debtor as it relates
to LocaladLink.  For avoidance of doubt, it is expressly understood
and agreed that, to the extent that the Uniform Commercial Code (“UCC”) is revised subsequent
to the date hereof such that the definition of any of the foregoing terms
included in the description of Collateral is changed, the parties agree that any
property which is included in such changed definitions which would not otherwise
be included in the foregoing grant on the date hereof be included in such grant
immediately upon the effective date of such revision, it being the intention of
the parties hereto that the description of Collateral set forth herein be
construed to include the broadest possible range of all tangible and intangible
rights in the Computer Software, and copyrights thereto of Debtor.

    


    2.           Tangible
Collateral Administrator.  The rights of Secured Parties in the
Tangible Collateral will be administered by Iron Mountain pursuant to the terms
herein and the Note.

    


    3.           Other
Matters.

     

    (a) Perfection.  From
time to time and at any time, Debtor will execute such financing statements,
assignments, notices of assignments, registrations of the Collateral and
copyrights, and such other filings, notices and any other documents and do such
other acts as Secured Party may reasonably request for the purpose of
perfecting, confirming, continuing, enforcing and/or protecting the security
interest of Secured Party in the Collateral.  Debtor will furnish to
the Secured Party promptly upon request such information as may be necessary to
complete such financing statements, filings and other documents.  From
time to time and at any time, the Secured Party may file any and all such
documents with the appropriate registries as necessary to perfect, confirm,
continue, enforce or protect the security interest of the Secured Party in the
Collateral.  Debtor hereby appoints the Secured Party as its attorney
in fact with the power and authority to execute and deliver in Debtor’s name any
of the foregoing financing statements, assignments, notices of assignments and
other documents that Debtor refuses or is unable to so execute and
deliver.  This power of attorney is coupled with an interest and is
irrevocable.

    


    (b) Obligations of Secured
Party.  Upon payment in full of all outstanding amounts due
under the Note, the Secured Party will promptly terminate all financing
statements, filings and other documents referenced in Section 3(a) hereof, and
execute and deliver to Debtor such termination statements, releases,
re-assignments and other instruments as necessary to re-vest in Debtor full
title to the Collateral and to remove all liens and security interests of the
Secured Party therein.  The Secured Party hereby appoints Debtor as
its attorney in fact with the power and authority to execute and deliver in the
name of the Secured Party any of the foregoing termination statements, releases,
re-assignments and other instruments that the Secured Party refuses or is unable
to so execute and deliver.  This power of attorney is coupled with an
interest and is irrevocable.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (c) Rights and Remedies of
Secured Party.  The rights and remedies of Secured Party with
respect to the security interest granted hereby are in addition to those set
forth in the Note, and those which are now or hereafter available to Secured
Party as a matter of law or equity.  Each right, power and remedy of
Secured Party provided for herein or in the Note, or now or hereafter existing
at law or in equity, will be cumulative and concurrent and will be in addition
to every right, power or remedy provided for herein and the exercise by Secured
Party of any one or more of the rights, powers or remedies provided for in this
Agreement or the Note, or now or hereafter existing at law or in equity, will
not preclude the simultaneous or later exercise by any person, including Secured
Party, of any or all other rights, powers or remedies.

    


    4.           Use of
Collateral.  Unless an Event of Default has occurred and is
continuing:

    


    (a) Debtor may use the Collateral in
the ordinary course of business, but in no event may Debtor transfer or assign
any of its rights in the Collateral to any other person (including a subsidiary
or affiliate of Debtor) without the prior written consent of Secured
Party.

    


    5.           Events of
Default. Debtor will be in default under this Agreement upon the
occurrence of any one of the following events (each, an “Event of
Default”):

    


    (i) default by Debtor in the due
observance or performance of any material covenant or agreement contained herein
or material breach by Debtor of any material representation or warranty herein
contained and Debtor fails to cure such default within thirty (30) days
following written demand by the Secured Party in accordance with the Notice
Provision; or

    


    (ii) any event of default under the
Note occurs and Debtor fails to cure such default within thirty (30) days
following written demand by the Secured Party in accordance with the Notice
Provision; or

    


    (iii) default by Debtor in the payment
when due of the principal of, or interest on, any other indebtedness of Debtor
to any Secured Party and Debtor fails to cure such default within thirty (30)
days following written demand by Secured Party in accordance with the Notice
Provision.

    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    6.           Remedies
Upon Event of Default.  If any Event of Default will have
occurred and be continuing, Secured Party may exercise all the rights and
remedies this Agreement and the UCC (whether or not the UCC is in effect in the
jurisdiction where such rights and remedies are exercised) and, in addition,
Secured Party may, without being required to give any notice, except as herein
provided or as may be required by mandatory provisions of law, (i) apply the
cash, if any, then held by it as Collateral in the manner specified in Section
8, and (ii) if there will be no such cash or if such cash will be insufficient
to pay all the obligations in full, sell the Collateral, or any part thereof, at
public or private sale or at any broker’s board or on any securities exchange,
for cash, upon credit or for future delivery, and at such price or prices as
Secured Party may deem satisfactory. Secured Party may require Debtor to
assemble all or any part of the Collateral and make it available to Secured
Party at a place to be designated by Secured Party which is reasonably
convenient.  Secured Party and any Secured Party may be the purchaser
of any or all of the Collateral so sold at any public sale (or, if the
Collateral is of a type customarily sold in a recognized market or is of a type
which is the subject of widely distributed standard price quotations, at any
private sale) and thereafter hold the same, absolutely, free from any right or
claim of whatsoever kind. Upon any such sale Secured Party will have the right
to deliver, assign and transfer to the purchaser thereof the Collateral so
sold.  Each purchaser at any such sale will hold the Collateral so
sold absolutely, free from any claim or right of whatsoever kind, including any
equity or right of redemption of Debtor.  Debtor, to the extent
permitted by law, hereby specifically waives all rights of redemption, stay or
appraisal which it has or may have under any rule of law or statute now existing
or hereafter adopted.  At any such sale the Collateral may be sold in
one lot as an entirety or in separate parcels, as Secured Party may
determine.  Secured Party will not be obligated to make such sale
pursuant to any such notice.  Secured Party may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for the
sale, and such sale may be made at any time or place to which the same may be
adjourned.  In case of any sale of all or any part of the Collateral
on credit or for future delivery, the Collateral so sold may be retained by
Secured Party until the selling price is paid by the purchaser thereof, but
Secured Party will not incur any liability in case of the failure of such
purchaser to take up and pay for the Collateral so sold and, in case of any such
failure, such Collateral may again be sold upon like notice.  Secured
Party,  instead of exercising the power of sale herein conferred upon
it, may proceed by a suit or suits at law or in equity to foreclose the security
interests and sell the Collateral, or any portion thereof, under a judgment or
decree of a court or courts of competent jurisdiction.

    


    7.           Right of
Secured Party to Use and Operate Tangible Collateral,
Etc.  Upon the occurrence of an Event of Default, to the extent
permitted by law, Secured Party will have the right and power to take possession
of all or any part of the Collateral, including the Tangible Collateral, and to
exclude Debtor and all persons claiming under Debtor wholly or partly therefrom,
and thereafter to hold, store, and/or use, operate, manage and control the
same.  Upon any such taking of possession, Secured Party may, from
time to time, at the expense of Debtor, make all such repairs, replacements,
alterations, additions and improvements to and of the Tangible Collateral as
Secured Party may deem proper.  In such case, Secured Party will have
the right to manage and control the Collateral, including the Tangible
Collateral and to carry on the business and to exercise all rights and powers of
Debtor in respect thereto as Secured Party will deem best, including the right
to enter into any and all such agreements with respect to the leasing and/or
operation of the Tangible Collateral and any part thereof as Secured Party may
see fit; and the Secured Party will be entitled to collect and receive all
rents, issues, profits, fees, revenues and other income of the same and every
part thereof.  Such rents, issues, profits, fees, revenues and other
income will be applied to pay the expenses of holding and operating the Tangible
Collateral and of conducting the business thereof, and of all maintenance,
repairs, replacements, alterations, additions and improvements, and to make all
payments which Secured Party may be required or may elect to make, if any, for
taxes, assessments, insurance and other charges upon the Tangible Collateral or
any part thereof, and all other payments which Secured Party may be required or
authorized to make under any provision of this Security Agreement (including
legal costs and attorney’s fees).  The remainder of such rents,
issues, profits, fees, revenues and other income will be applied to the payment
of the obligations in such order or priority as Secured Party will determine
(subject to the provisions of Section 8 hereof) and, unless otherwise provided
by law or by a court of competent jurisdiction, any surplus will be paid over to
Debtor.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    8.           Application
of Collateral and Proceeds. The proceeds of any sale
of, or other realization upon, all or any part of the Collateral will be applied
in the following order of priorities:

    (i)           first,
to pay the expenses of such sale or other realization, including those
reasonable expenses, liabilities and advances actually incurred or made by
Secured Party and its agent and counsel in connection therewith, and any other
unreimbursed expenses of which Secured Party is to be reimbursed pursuant to
Section 9 as determined in its sole discretion;

    (ii)           second,
to the payment of the obligations in such other manner as Secured Party, in its
sole discretion, will determine; and

    


    (iii)           finally,
to pay to Debtor, or its successors or assigns, or to a court of competent
jurisdiction, or as directed by a court of competent jurisdiction, any surplus
then remaining from such proceeds.

    


    9.           Expenses;
Secured Party’ Lien. Debtor will promptly
upon demand pay to Secured Party:

    


    (a)           the
amount of any taxes which the Secured Party may have been required to pay by
reason of the security interests herein (including any applicable transfer
taxes) or to free any of the Collateral from any lien thereon; and

    


    (b)           the
amount of any and all reasonable out-of-pocket expenses, including the
reasonable fees and disbursements of Secured Party’s counsel and of any agents
not regularly in its employ, which Secured Party may actually incur in
connection with (i) the preparation and administration of this Agreement, (ii)
the collection, sale or total disposition of any of the Collateral, (iii) the
exercise by Secured Party of any of the powers conferred upon it hereunder, or
(iv) any default on Debtor’s part hereunder in the event Debtor fails to cure
such default within thirty (30) days following written demand by the Secured
Party in accordance with the Notice Provision.

    


    10.           Covenants
of Debtor.  Debtor hereby covenants
and agrees that Debtor will:

    


    (a)           defend
the Collateral against all claims and demands of all persons at any time
claiming any interest therein;

    


    (b)           provide
Secured Party with immediate written notice of (i) any change in the chief
executive officer of Debtor or the office where Debtor maintains its books and
records pertaining to the Collateral or the Tangible Collateral, or (ii) the
movement or location of Collateral, including the Tangible Collateral (outside
the ordinary course of business) to or at any address other than as set forth
above;

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (c)           promptly
pay any and all taxes, assessments and governmental charges upon the Collateral
prior to the date penalties are attached thereto, except to the extent that such
taxes, assessments and charges shall be contested in good faith by
Debtor;

    


    (d)           immediately
notify Secured Party of any event causing a substantial loss or diminution in
the value of all or any material part of the Collateral and the amount or an
estimate of the amount of such loss or diminution; and

    


    (e)           keep
its records concerning the Collateral,  at its principal office or at
such other place or places of business as the Secured Party may approve in
writing, or if in electronic form will ensure that it is available at its
principal office.  Debtor will hold and preserve such records and
chattel paper and, provided reasonable notice has been given to Debtor, will
permit representatives of the Secured Party at any time during normal business
hours to examine and inspect the Collateral and to make abstracts from such
records and chattel paper and will furnish to the Secured Party such information
and reports regarding the Collateral as the Secured Party may from time to time
reasonably request.

    


    11.           Interpretation.  This
Agreement will be interpreted in accordance with, and subject to the provisions
of, the Note.  Without limiting the foregoing, this Agreement is
governed by Florida law and the parties agree to submit to the jurisdiction of
the Middle District of Florida and further agree to venue in Hillsborough
County, Florida.

    12.           Prevailing Parties’ Fee
Provision.                                                                           In
the event the parties are required to litigate in order to enforce the rights of
either party as set forth herein, the prevailing party is entitled to recover
its reasonable fees and costs.

    


    13.           Termination
of this Agreement. This Agreement and
the  Security Interest shall terminate immediately on the satisfaction
of 100% of the Note and the Secured Party shall immediately
thereafter  return to the Company any Collateral directly or
indirectly in its possession or control.

    


    14.           Notice.                        Any
notice or other communication under this Security Agreement shall be in writing
and shall be delivered personally or sent by registered mail, return receipt
requested, postage prepaid, or sent by prepaid overnight courier to the parties
at the addresses set forth next on the signature pages to this Agreement (or at
such other addresses as shall be specified by the parties by like notice). Such
notices, demands, claims and other communications shall be deemed given,
regardless of the method of delivery when actually received, and (i) in the case
of delivery by overnight courier service with guaranteed next day delivery, the
next day or the day designated for delivery; or (ii) in the case of registered
U.S. mail, five (5) days after deposit in the U.S. mail.  Addresses for the
parties are as follows:

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    
      
        	
                IF TO DEBTOR:

                 

                ZURVITA
      HOLDINGS, INC.

                 c/o
      South Law Group, PA

                Attn: 
      Angelina M. Whittington

                4371
      Lynx Paw Trail

                Valrico,
      FL 33596

                 

                With required copies to:

                 

                Mark
      Jarvis

                [Business
      Address]

                 

                Jason
      Post

                [Business
      Address]

              	
                IF TO SECURED PARTY

                OMNIRELIANT HOLDINGS

                14375
      Myerlake Circle, Clearwater, FL 33760

                Attn:
      Robert DeCecco III, CEO

                 

                 

                 

                 

                 

                 

                 

                 

                 

              


      

    

    


    


    


    


    [signatures
on following page]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    [signature
page for Security Agreement]

     

    SIGNED AND DELIVERED as of the
date first above written.

     

    
    

     

    
      	 	
              ZURVITA
      HOLDINGS, INC.

              


              


              By:       /s/
      Jay
      Shafer

              Name: 
      Jay Shafer

              Title:   
      Chief Executive Officer

              


              


              OMNIRELIANT
      HOLDINGS, INC.

              


              


              By:       /s/
      Robert
      DeCecco III

              Name: 
      Robert DeCecco III

              Title:   
      Chief Executive Officer

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
SCHEDULE
A

    


    


    


    Software.  The LocalAdLink Software (“LAL”),
including source codes, as updated, the LAL name rights, and the LAL trademark,
as well as any additional third party codes that has been modified or integrated
into the source codes to enable the business process operations of LAL,
including but not limited to the domain URL assets (the
"Software").

    


    Records.  All
creative materials, advertising and promotional materials, marketing materials,
conference materials, database materials, supplier lists, equipment repair,
maintenance or service records, and all other printed or written materials
whether written or electronically stored or otherwise recorded, as they relate
to the Software.

    


    


    


    


    
      
        
        

      

      
        9