FIRST AMENDMENT
TO

    KATHY HILTON LICENSE
AGREEMENT

    


    This
First Amendment ( this “
Amendment ”) to   Kathy Hilton License
Agreement (the “ Agreement ”) dated October 13,
2006, by and between KRH Licensing Company, LLC, a California limited liability
company (“ Licensor ”)
and OmniReliant Corp., a Florida corporation (“ Licensee ”) is made and
effective on this 20 th day of
November, 2006.

     

    WITNESSETH:

    


    WHEREAS , the Agreement became
effective on October 13, 2006, and continues in effect; and

    


    WHEREAS , Licensor and
Licensee desire to change the date of the payment of the Guaranteed Minimum
Royalty for the first Annual Period from thirty (30) days following the
Effective Date to January 3, 2007.

    


    NOW, THEREFORE , in
consideration of the premises and the mutual covenants and conditions contained
herein, the Licensor and Licensee, each intending to be legally bound, hereby
agree as follows:

    


    1.  
Incorporation; Defined
Terms . The foregoing recitals are true and correct and are hereby
incorporated herein and made a part hereof. All defined (capitalized) terms
used, but not defined, herein shall have the meaning ascribed to such terms in
the Agreement.

    


    2.  
Amendment .
  The last paragraph of Article 8, Section A is hereby amended in its
entirety to read as follows:

    


    The
Guaranteed Minimum Royalty payable for each Annual Period shall be paid to
Licensor semi-annually in advance on the first day of the month of each half
year starting with the payment of the Guaranteed Minimum Royalty for the 2 nd Annual
Period, such that each half of the Guaranteed Minimum Royalty Payments shall be
paid on January 1 st and
July 1 st of each
Annual Period. Notwithstanding the foregoing, the Guaranteed Minimum Royalty for
the first Annual Period shall be paid on January 3, 2007 . In the event that
such payment is not timely made, Licensor shall have the right to cancel this
Agreement, making it void ab
initio, upon 5-days written notice to cure.

    


    3.  
Governing Law .
This Amendment shall be governed by the laws of the State of
Florida.

    


    4.  
Effect of
Amendment . The terms and conditions of the Agreement shall continue in
full force and effect, except as otherwise expressly amended by this Amendment.
This amendment shall be without prejudice to any rights and liabilities arising
under the Agreement by reference to acts, omissions and events occurring prior
to such Amendment coming into effect. To the extent that any provision of the
Agreement is inconsistent with the provisions of this Amendment, the provisions
of this Amendment shall be controlling.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    5.  
Counterparts .
This Amendment may be executed in one or more counterparts, each of which shall
be an original and all of which when taken together shall constitute one and the
same instrument. The parties agree that this Amendment may be executed by
facsimile means, and a facsimile of a party’s signature shall be deemed an
original.

    


    EXECUTED on the day and year
first written above:

     

    
      
        	
                OMNIRELIANT
      CORP.

              
	
                 
       

              	
                 
       

              
	
                By:  

              	
                /s/ Chris D. Phillips
       

              
	 
      	
                Chris
      D. Phillips,   P esident

              


      

    

    


    
      
        	
                KRH
      LICENSING COMPANY, LLC

              
	
                 
       

              	
                 
       

              
	
                By:  

              	
                /s/ Richard Hilton  

              
	 
      	
                Richard
      Hilton, President

              


      

    

     

    
      
        
          ACKNOWLEDGED and APPROVED
:

          


          /s/ Kathy
Hilton

           

            
              

            

          

           

          Kathy
Hilton

          
Dated:
November 20, 2006