THROUGHOUT
THIS AGREEMENT, WHERE INFORMATION HAS BEEN REPLACED BY AN ASTERISK (*), THAT
INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED
INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

     

    KATHY HILTON LICENSE
AGREEMENT

    


    This
LICENSE AGREEMENT ("Agreement") is made and effective as of the 13 th day of
October, 2006 (“Effective Date”), by and between KRH Licensing Company, LLC. ,
a newly formed California corporation with an office and place of business at
250 North Canon Drive, 2 nd Floor,
Beverly Hills, California 90210 (collectively, "Licensor"), and OmniReliant Corp. , a Florida
corporation with an office and principal place of business at 4902 Eisenhower
Blvd., Suite 185 Tampa, Florida 33634 ("Licensee") (together the
"Parties").

    


    WITNESSETH
:

    


     WHEREAS , Richard Hilton is
the worldwide owner of the KATHY HILTON trademark and all variations and
combinations thereof, including various U.S. Trademark Registrations therefore,
including Reg. No. 2,884,868 in International Class 24 for bed linens, et. seq.;
Reg. No. 2,882,681 in International Class 20 for furniture; and, Reg. No.
3,018,255 in International Class 14 for jewelry (collectively, the “Licensed
Mark” or “Licensed Marks”); and,

    


     WHEREAS , pursuant to a master
license agreement, Richard Hilton has granted all worldwide rights to the
Licensed Marks to the Licensor herein; and,

    


    WHEREAS , Licensee is a newly
incorporated Florida corporation specifically formed to develop the Licensed
Marks with the intent of manufacturing, promoting and selling Licensed Products
(as hereinafter defined) , and Licensor further desires to obtain the personal
services of Ms. Kathy Hilton pursuant to the terms of this Agreement in
connection with the formulation and manufacture as well as the promotion and
sale of the Licensed Products; and

    


    WHEREAS, Licensor is willing
to grant the license contained in this Agreement and (the “License”)  
Licensee desires to obtain from Licensor, the exclusive right and license to use
the Licensed Marks in the Territory (as hereinafter defined) in connection with
the manufacture, promotion, distribution and sale of Licensed
Products.

    


    NOW, THEREFORE , in
consideration of the premises and mutual agreements contained herein, the
parties hereto covenant and agree as follows:

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE
1

    


    Definitions: The following
definitions shall apply:

    


    A.  
Territory . All
countries of the world and all duty-free-shops, ships, airplanes, military bases
and dip lomatic missions of every country of the world , including , but not
limited to, retail, wholesale, the world-wide web, radio, multi-level marketing,
newspapers, magazines, direct respons e, infomercials,   television
shopping networks and any other channel of distribution and sale approved in
writing by Licensor, which approval shall not be unreasonably withheld,
conditioned or delayed.

    


    B.  
Licensed Products . All
products comprising goods within the scope of the description of International
Class 3 as defined in the records of the United States Patent and Trademark
Office, namely: Men's and Women's skincare products, fragrances, cosmetics and
related personal care products such as body lotion, body cream, body mist, hand
cream, bath and shower gel, massage oil, dusting powder, after shave, after
shave balm or gel, deodorant stick and bath soap, and home/environmental
products such as candles, potpourri and incense bearing the Licensed Marks.
Notwithstanding the foregoing, in the event that Licensee does not develop and
begin the marketing of a fragrance under the Licensed Marks with 18 months of
the Effective Date, Licensee shall forfeit the rights for fragrance (deleting
such category from this definition of Licensed Products) and Licensor shall be
free to develop itself or license a third-party to use the Licensed Marks for a
fragrance.

    


    C.  
Licensed Mark or Licensed Marks . The trademark
KATHY HILTON and such other trademarks as are, from time to time, agreed to by
Licensor. At   Licensor’s cost, Licensor has or will file to register the
Licensed Mark in the United States Patent and Trademark Office in International
Class 3 for :   Men's and Women's skincare products, fragrances, cosmetics
and related personal care products such as body lotion, body cream, body mist,
hand cream, bath and shower gel, massage oil, dusting powder, after shave, after
shave balm or gel, deodorant stick and bath soap, and home/environmental
products such as candles, potpourri and incense.

     

    D.  
Net Sales . The
arms-length sales price at which Licensee or any Subsidiary or Affiliate (as
hereinafter defined) bills its Non-Subsidiary or Affiliate customers for
Licensed Products (or ultimate consumers in the case of infomercial sales) less:
(i) all returns of damaged, defective or other merchandise, actual trade and
cash discounts and allowances provided to customers, and taxes directly
applicable to the sale of Licensed Products to s uch customers (such as sales,
use, excise, value added or similar taxes) ; (ii) as actually incurred and
reserved for; (ii) actual charges and reserves for all freight and shipping and
handling charges , credit card fees, refunds, credits , insurance costs, duties
and other governmental charges paid by the Licensee in connection with such
sales to customers to the extent such expenses are stated separately on any
invoice; (iii) all receipts from the sale of Licensed Products sold to bone fide customers at a cost
below Licensee’s landed duty paid cost (or the equivalent of such pricing) for
such Licensed Products (“Below Cost Sales”) but   only to the extent that
the aggregate gross sales of Below Cost Sales in any Annual Period (as
hereinafter defined) do not exceed fifteen percent (15%) of total gross sales
for such Annual Period ; and, (iv) all of Licensee’s actual out-of-pocket
expenses for samples, displays, brochures, gift-with-purchase goods and
promotional materials and packaging supplies actually supplied to Licensee’s
customers (but not including Licensee’s expenditures for any advertising of
Licensed Products). Notwithstanding the terms of sub-section (iii) above,
Licensee shall not be excused from paying royalties on sales of Licensed
Products above the 15% level and on sales that are not Below Cost
Sales.

     

    The
reserve for shipping and handling charges, credit card fees, refunds, credits or
other actual trade and cash discounts and uncollectibles shall initially be 10%
of Net Sales and shall be adjusted (and liquidated, if applicable) periodically
based on actual experience.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    E.  
Subsidiary . Any
corporation or other entity which is 100% directly or indirectly owned by
Licensee.

     

    F.  
Affiliate . Any
corporation or other entity which is at least 50% owned by
Licensee.

    


    G.  
Annual Period. A 12
month period of time from January 1 st of a
given year through December 31 st of the
same year, except the first Annual Period herein shall run from the Effective
Date through December 31, 2007.

     

    ARTICLE
2

    Grant of License
Rights

    


    Upon the
terms and conditions of this Agreement, Licensor hereby grants to Licensee,
during the term of this Agreement, the sole and exclusive right and license to
use the Licensed Mark in the Territory as a trademark in connection with the
development, manufacture, promotion, advertising, distribution and sale of
Licensed Products and on all brand identification materials, such as product
packing, containers, promotional and sale materials, publicity materials, and in
all advertising media, such as newspapers, magazines, radio, televisio n,
infomercials, live television shopping, the world-wide web, cinema and similar
media both presently existing or developed in the future. Sales of Licensed
Products shall only be through any or all the channels of trade described in
Article 1, paragraph A , but shall not include mass marketing stores such as
Target, Walmart, K-Mart, Sam’s Club, Costco and Dollar General. Except as
specified in Section 1(B) above, during the term of this Agreement and any
extensions thereof, Licensor shall not grant any rights to any third party in
connection with the Licensed Products for the Licensed Marks or any derivative
thereof without Licensee ’s appr oval.

    


    ARTICLE
3

    Exclusivity of
License

    


    Licensee
shall have exclusive rights to all of the licensed products described in Article
1, paragraph B, above. All rights not specifically granted to Licensee herein
shall be reserved for Licensor , such that Licensor may use or grant others the
right to use the Licensed Marks on or in connection with goods of all other
types and descriptions in the Territory other than Licensed Products. Licensor
further acknowledges and consents to Licensee obtaining other additional
licenses for the manufacture and/or distribution of products similar to the
Licensed Products during the term of this Agreement. Licensee, will not, during
the term of this Agreement and thereafter, attack either Licensor's title in and
to the Licensed Marks or the validity of this License.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE
4

    


    Term of
Agreement

    


    Subject
to the rights of termination set forth in this Agreement, the initial term of
this Agreement shall commence on the Effective Date and terminate on December
31, 2011 (the "Initial Term"). Licensee shall have the option to renew this
Agreement for an additional five-year period (through December 31, 2016) as long
as the Minimum Royalties (as hereinafter defined) for the Initial Term have been
fully paid. Licensee shall notify Licensor of its intent to either renew or not
renew no later than December 31, 2010. Following the expiration of the first
renewal term on December 31, 2016, the Agreement shall renew pursuant to the
provisions of Article 8 below. The Initial Term and all permitted extensions
thereof shall be collectively defined as the “Term”.

    


    ARTICLE
5

    


    Confidentiality

    


    The
Parties acknowledge that all information relating to the business and operations
of Licensor and Licensee which they learn or have learned during or prior to the
Term of this Agreement is confidential. The Parties acknowledge the need to
preserve the confidentiality and secrecy of such information and agree that,
both during the Term of this Agreement and after the expiration or termination
hereof, they shall not use or disclose same, and shall take all necessary steps
to preserve in all respects such confidentiality and secrecy. The provisions of
this Section shall not apply with respect to any information which has entered
the public domain through no fault of the Parties. The provisions of this
Section shall survive the expiration or termination of this
Agreement.

    


    ARTICLE
6

    


    Duties of
Licensee

    


    A.  
  Commercially
Reasonable Efforts . During the
Term of this Agreement, Licensee will use its commercially reasonable efforts to
exploit the rights granted herein throughout the Territory and to sell the
maximum quantity of Licensed Products therein consistent with the   standards
and prestige represented by the Licensed Mark.

    


    B.  
Design and Sample
making . Licensor shall not be responsible for the production, design or
sample making of the Licensed Products and Licensee shall bear all costs related
thereto.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE
7

    


    Quality
Standards

     

    
      
        	
                A.

              	
                Manufacture
      of Licensed Products; Quality Control
  .

              


      

      


      
        	
              	
                (i)

              	
                The contents and workmanship of
      Licensed Products shall be at all times of the quality consistent with the
      reputation, image and prestige of the Licensed Marks and Licensed Products
      shall be distributed and sold with packaging and sales promotional
      materials appropriate for such quality products. The parties agree that
      the Licensed Products shall be of the quality, prestige and price similar
      to those of La prairie & Estee Lauder for skincare, Clarins & L’
      Oreal for cosmetics , and Calvin Klein & Ralph Lauren for fragrances
      as those products are positioned in the marke tplace as of the Effective
      Date.

              


      

       

      
        	
              	
                (ii)

              	
                Licensor, at its sole discretion,
      may from time-to-time determine the re-positioning of the Licensed
      Mark.

              


      

       

      
        	
              	
                (iii)

              	
                All Licensed Products shall be
      manufactured, labeled, sold, distributed and advertised in accordance with
      all applicable national, state and local laws and
      regulations.

              


      

       

      
        	
              	
                (iv)

              	
                Licensee shall submit to Licensor
      for prior written approval two preproduction samples of proposed Licensed
      Products, along with their proposed packaging and any other accompanying
      sales materials (the "Approval Package") for Licensor's review, which
      approval shall not be unreasonably withheld. In the event that Licensor
      does not respond to Licensee within 15 days of the receipt of any and all
      items within the scope of the Approval Package, any such item shall be
      deemed approved.

              


      

       

      
        	
              	
                (v)

              	
                During the Term of this
      Agreement, upon Licensor's request, Licensee shall submit, free of charge
      to Licensor, the then current production samples of each Licensed Product
      marketed. Production samples submitted by Licensee for this purpose may be
      retained by Licensor. Further, Licensee shall provide Licensor with 100
      samples of the various Licensed Products being distributed each year for
      Licensor to use for public relations and promotional purposes. All
      Licensed Products to be sold hereunder shall be at least equal in quality
      to the samples presented to the Licensor in the Approval Package. Licensor
      and its duly authorized representatives shall have the right, upon
      reasonable advance notice and during normal business hours, at Licensor's
      expense, to examine Licensed Products in the process of being manufactured
      and to inspect all facilities utilized by Licensee in connection
      therewith.

              


      

    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    B.  
Required
Markings. Licensee shall cause to appear on all packaging of Licensed
Products, (i) "the trademark, KATHY HILTON is licensed to OmniReliant Corp.";
and such additional legends, markings and notices complying with the
requirements of any law or regulation in the Territory and; (ii) such other
legends, markings and notices as Licensor, from time-to-time, may reasonably
request.

    


    C.  
Distribution .
In order to maintain the reputation, image and prestige of the Licensed Marks,
Licensee's normal distribution patterns shall consist of those means of
distribution described in Article 2 of this Agreement.

    


    D.  
Sales Force .
During the term of this Agreement, Licensee shall maintain a non-exclusive sales
force suitable to carry out the purpose of this Agreement.

    


    ARTICLE
8

    


    Guaranteed Minimum Royalties
& Right of Licensor to Terminate for Failure to Obtain Minimum Annual Sales
Following the Second Extended Term

    


    A.  
Guaranteed Minimum
Royalties. In consideration of both the license granted herein and the
services to be performed by Ms. Kathy Hilton here under including, but not
limited to, appearances on television shopping networks, in infomercials, and
other personal appearances , Licensee shall pay to Licensor an annual guaranteed
minimum royalty (the “Guaranteed Minimum Royalty” or “Guaranteed Minimum
Royalties”) as follows:

    


     
ANNUAL PERIOD GUARANTEED
MINIMUM ROYALTIES

     

    
      
        
          
            	
                    Annual
      Period

                  	 
      	
                    Dates

                  	 
      	
                    Minimum
      Royalty

                  
	
                    1

                  	 
      	
                    Effective
      Date to 12/31/07

                  	 
      	
                    *

                  
	
                    2

                  	 
      	
                    1/1/07
      to 12/31/08

                  	 
      	
                    *

                  
	
                    3

                  	 
      	
                    1/1/08
      to 12/31/09

                  	 
      	
                    *

                  
	
                    4

                  	 
      	
                    1/1/09
      to 12/31/10

                  	 
      	
                    *

                  
	
                    5

                  	 
      	
                    1/1/10
      to 12/31/11

                  	 
      	
                    *

                  


          

        

      

    

    


      In
the event that the Initial Term of this Agreement is extended for an additional
five-year term (January 1 st , 2012
- December 31 st , 2016
(the “First Extended Term”), the Guaranteed Minimum Royalty for each Annual
Period of the First Extended Term shall be *. Subject to Licensor’s right to
terminate in Sub Section (B) below for Licensee’s failure to reach the specified
minimum annual sales, Licensee shall have the right to extend the Term of this
Agreement for continuing subsequent five-year extensions by paying an increased
Guaranteed Minimum Royalty of $* per Annual Period for each subsequent five-year
period. In other words, the Guaranteed Minimum Royalty for each Annual Period
from 1/1/17 through 12/31/21 (the “Second Extended Term”) will be $* and the
Guaranteed Minimum Royalty for each Annual Period from 1/1/22 through 12/31/26
(the “Third Extended Term”) will be $* and so forth.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Notwithstanding
the foregoing, if Licensee fails to pay the Guaranteed Minimum Payment for any
Annual Period, that failure to make the Guaranteed Minimum Payment will not be
deemed to constitute a breach of this Agreement, or to generate a claim for
monetary relief, but shall merely give Licenser the right to terminate this
Agreement upon 60 days’ written notice to Licensee . Upon such event, the
parties agree that Licensee shall pay Licensor a termination fee of * within 60
days of the termination date, at which point Licensor shall be free to exploit
itself or license a third-party to exploit the Licensed Products bearing the
Licensed Marks.

    


    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   thirty (30) days following the
Effective Date . 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.

     

    B.  
Right to Terminate for
Failure to Reach Minimum Annual Sales after the First Extension Term.
Notwithstanding Licensee’s willingness to continue paying the specified
Guaranteed Minimum Royalties specified above, Licensor shall have the right to
terminate this Agreement and all rights granted hereunder in the event that
Licensee does not reach the Minimum Annual Sales of Licensed Products in the
Annual Periods specified below:

    


    
      
        
          	
                  Minimum
      Sales of Licensed Products

                  To
      Obtain Right to Extend Term for an

                  Additional
      Period of Five Years

                	 
      	
                  Dates
      of Term Extension if Required Minimum Sales are

                  Achieved

                
	
                  $*
      in the Annual Period 1/1/2015 through 12/31/2015

                	 
      	
                  1/1/2017
      through 12/21/2021

                
	
                  $*
      in the Annual Period 1/1/2020 through 12/31/2020

                	 
      	
                  1/1/2022
      through 12/21/2026

                
	
                  $*
      in the Annual Period 1/1/2025 through 12/31/2025

                	 
      	
                  1/1/2027
      through 12/21/2031

                
	
                  $*
      in the Annual Period 1/1/2030 through 12/31/2030

                	 
      	
                  1/1/2032
      through 12/21/2036

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE
9

    


    Sales Royalty; Stock in
OmniReliant; Withholding Taxes

    


    A.  
Licensee shall pay to Licensor a sales royalty (the “Sales Royalty” or “Sales
Royalties”) of *%) on each Annual Period's Net Sales on sales made in all venue
s other than   infomercials. The Sales Royalty payable hereunder shall be
accounted for and paid on a quarterly basis within forty-five (45) days after
the close of the prior quarter's sales. In other words, the actual Sales Royalty
will be paid 45-days in arrears computed on the basis of Net Sales during the
quarter ending 45 days before the period upon which royalties are being paid,
with a credit for any Guaranteed Minimum Royalties and Sales Royalty payments
previously made to Licensor.

     

    B.  
Licensee shall pay Licensor a Sales Royalty payment of a minimum of *%) of Net
Sales, on all revenues generated from the sale of the Licensed Products through
infomercials sold in connection the Licensed Products. The Sales Royalties shall
be paid quarterly, along with sufficient reports justifying the calculation of
the Sales Royalty payments within forty-five (45) days after the close of the
prior quarter’s sales. Should the infomercial’s performance exceed a *) media
ratio, meaning the revenues generated by the infomercial exceeds three times the
expenditures on the media, the Sales Royalty shall be increased to *%) of the
Adjusted Gross Collected Revenues. The Sales Royalty on sales made through
direct response infomercials will not exceed *%) of the Net Sales in
infomercials. The Sales Royalty on all up-sells of Licensed Products shall be
*%) greater than the applicable royalty rate based on the sliding scale stated
in this Sub Section (B) attributable to the sale otherwise occurring during such
up-sell. “Expenditures on the media” as that phrase is used herein shall be
defined as the actual out-of-pocket expenses attributable to purchasing
television air time and shall not include any and all costs associated with the
production of the show content for such infomercial.

    


    C.  
If applicable, on behalf of Licensor, Licensee shall compute any payment of
required taxes (other than United States Federal, state or local income taxes)
which any governmental authority in the Territory may impose on trademark
royalties being paid from such country. The amount of such taxes and the
reasonable costs incurred by Licensee in determining those taxes, including, but
not limited to, the cost of professional advisors, shall be deducted from the
payments of royalties, provided that Licensor is entitled under applicable law
to credit the amount of such taxes against its United States Federal Income Tax
obligations. Licensee shall furnish Licensor with an official receipt (together
with a translation thereof if not in English) promptly after each such payment
of taxes. In the event such taxes are not paid when due, all resulting penalties
and interest shall be borne by Licensee.

    


    D .
  The payment of Sales Royalties for any Annual Period in excess of the
payments of the Guaranteed Minimum Royalty for the same Annual Period shall be
credited against the Guaranteed Minimum Royalty due to Licensor for any other
Annual Period.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    E .
  In addition to the Sales Royalties and Guaranteed Minimum Royalties being
paid to Licensor herein, Licensor shall be further compensated by the receipt of
*%) of the total outstanding shares of stock of OmniReliant Corp. as of the
Effective Date. The parties acknowledge and agree that as of the Effective Date,
the total outstanding shares of stock is * and thus Licensor shall receive *
shares of stock of OmniReliant Corp. upon execution hereof. Licensee anticipates
that it will bring in future equity investors into OmniReliant Corp. that will
be issued shares of stock which will dilute Licensor’s ownership percentage and
thereafter OmniReliant Corp. will become a wholly-owned subsidiary of a public
company, at which point Licensor’s stock will be exchanged for stock in the
public compan y, which is currently anticipated to be approximately equivalent
to *% initial ownership in the public company on a fully diluted basis (a
calculation which includes all outstanding warrants and options being exercised)
..

     

    F .
  The addresses for all Royalty Payments, including the Guaranteed Minimum
Royalty shall be as follows:

     

    
      
        	
              	
                (1)

              	
                *% of the initial Guaranteed
      Minimum Royalty payable upon execution hereof together with a stock
      certificate representing *% of the total outstanding shares of OmniReliant
      and *% of all other royalties payable hereunder
  to:

              


      

    

     

    KHR
Licensing Company, Inc.

    250 North
Canon Drive,

    2nd
Floor,

    Beverly
Hills, CA 90210

     

    
      
        	
              	
                (2)

              	
                *% of the initial Guaranteed
      Minimum Royalty (which does not include any remuneration that Licensor is
      receiving from Licensee in stock benefits) payable upon execution hereof
      and *% of all other royalties
to:

              


      

    

     

    GLMAC

    2875 NE
191 st
Street

    Suite
501

    Aventura,
Fl. 33180

    Attn :
Mr. Lucien Lallouz  

    


    ARTICLE
10

    


    Advertising

    


    Licensee
agrees to spend in the United States for "consumer advertising" (as defined
below) *% of Net Sales during each Annual Period.

    


    For the
other markets in the Territory, Licensee or its distributors will jointly spend
not less than *% of Net Sales in such markets during each Annual Period. For
purposes of television shopping networks, one-half (1/2) of the wholesale sales
to television shopping networks shall be attributable to consumer
advertising.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    "Consumer
Advertising" shall be understood to includ e , but not be limited to,
newspapers, magazines, television, live television shopping, infomercials,
radio, billboards (including related artwork and production charges fo r these
five categories), retailer demonstration charges, retailer's catalogues,
gifts-with-purchase including the gift aspect of value sets, direct mail,
remittance envelopes, blow-ins, billing inserts (both scented and unscented),
product samples, free goods (including those to Licensor for events and other
public relation activities), window and counter displays (including testers,
dummies, counter cards and other visual aids), special events, contests,
publicity and promotions and cooperative advertising.

    


    Licensor
  understands the critical importance of live appearances on television
shopping networks and infomercial production sessions. Therefore, Licensor
undertakes at Licensee's request to make Ms. Kathy Hilton ("KH") available
during each year of the term of this Agreement at reasonable intervals and for
reasonable periods (which shall involve a maximum of eight (8) appearances of
three (3) days each, exclusive of travel, for television shopping appearances,
two (2) appearances of two (2) days each for infomercial production and two (2)
appearances of one (1) day each for other personal appearances . Licensee shall
also be entitled to the use of KH's likeness for advertising and promotional
purposes upon Licensor's prior written approval first being obtained in each
instance, which approval shall not be unreasonably withheld or delayed. Licensor
shall make every reasonable effort, in light of KH's busy schedule, at the
request of the Licensee, to arrange for KH's cooperation for publicity launch
parties, personal appearances and radio and TV interviews (which shall be
included in KH's obligations of   eight (8), two (2 ) and two ( 2 )
appearances discussed above). Licensee shall reimburse Licensor for the
reasonable costs involved in providing KH plus one other individual, selected by
Licensor, if they wish to attend, with first-class travel, lodging, food and
other related expenses, which shall include the cost of hair, makeup and
security personnel, mutually agreed upon in advance of each appearance attended
by KH at Licensee's request. If KH fails to appear for a scheduled Licensor
approved event, Licensee will have the right to deduct up to $* of its
non-refundable out of pocket expenses incurred in connection with such specific
event from the Sales Royalty. The failure to appear at a scheduled event could
have a material adverse effect on the Licensee's ability to market the Licensed
Products.

    


    ARTICLE
11

    


    Sales Statement; Books and
Records; Audits

    


    A.  
Sales Statement
.. Licensee shall deliver to Licensor at the time each Sales Royalty payment is
due, a reasonably detailed report signed by a duly authorized officer of
Licensee indicating by quarter the Net Sales and a computation of the amount of
Sales. Such statement shall be furnished to Licensor whether or not any
Royalties are payable hereunder for said period or whether any Licensed Products
have been sold during the period of which such statement is due. Licensee shall
deliver to Licensor, not later than ninety (90) days after the close of each
Annual Period during the Term (or portion thereof in the event of prior
termination for any reason), a statement signed by a duly authorized officer
relating to said entire Annual Period, setting forth the same information
required to be submitted by Licensee in accordance with the first Section of
this Article and also setting forth the information concerning expenditures for
the advertising and promotion of Licensed Products during such Annual Period
required by Article 10 hereof.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    B.  
Books and Records;
Audits . Licensee shall prepare and maintain, in such manner as will
allow its accountants to audit same in accordance with generally accepted
accounting principles, complete and accurate books of account and records
(specifically including without limitation the originals or copies of documents
supporting entries in the books of account) in which accurate entries will be
made covering all transactions, including advertising expenditures, arising out
of or relating to this Agreement. Licensee shall keep separate general ledger
accounts for such matters that do not include matters or sales related to this
Agreement. Licensor and its duly authorized representatives shall have the
right, for the duration of this Agreement and for one (1) year thereafter,
during regular business hours and upon seven (7) business days advance notice
(unless a shorter period is appropriate in the circumstances), to audit said
books of account and records and examine all other documents and material in the
possession or under the control of Licensee with respect to the subject matter
and the terms of this Agreement, including, without limitation, invoices,
credits and shipping documents, and to make copies of any and all of the above.
All such books of account, records, documents and materials shall be kept
available by Licensee for at least two (2) years after the end of the Annual
Period to which they relate. If, as a result of any audit of Licensee's books
and records, it is shown that Licensee's payments were less than the amount
which should have been paid by an amount equal to *% or more of the payments
actually made with respect to sales occurring during the period in question,
Licensee shall reimburse Licensor for the cost of such audit and shall make all
payments required to be made (along with accrued interest at the rate of *%)) to
eliminate any discrepancy revealed by said audit within ten (10) days after
Licensor's demand therefore.

    


    ARTICLE
12

    


    Indemnification and
Insurance

    


    A.  
Indemnification of
Licensor . Licensee of hereby agrees to save and hold Licensor, Kathy
Hilton and its agents harmless of and from and to indemnify them against any and
all claims, suits, injuries, losses, liability, demands, damages and expenses
(including, subject to sub paragraph D below, Licensor's reasonable attorneys'
fees and expenses) which Licensor or Kathy Hilton may incur or be obligated to
pay, or for which either may become liable or be compelled to pay in any action,
claim or proceeding against it, for or by reason of any acts, whether of
omission or commission, that may be committed or suffered by Licensee or any of
its servants, agents or employees in connection with Licensee's performance of
this Agreement, including but not limited to those arising out of: (i) the
alleged defect in any Licensed Product produced by Licensee under this
Agreement; (ii) the manufacture, labeling, sale, distribution or advertisement
of any Licensed Product by Licensee in violation of any national, state or local
law or regulation or the breach of Article 5 hereof; (iii) any allegations of
any nature and kind with regard to the advertisement, distribution and sale of
Licensed Products.. The provisions of this Section and Licensee's obligations
hereunder shall survive the expiration or termination of this
Agreement.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    B.  
Insurance
Policy . Licensee shall procure and maintain at its own expense in full
force and effect at all times during which Licensed Products are being sold,
with a responsible insurance carrier acceptable to Licensor, a public liability
insurance policy including products liability coverage with respect to Licensed
Products with a limit of liability not less than Two Million Dollars
($2,000,000). The liability coverage shall increase to a maximum amount of Three
Million Dollars ($3,000,000) when sales of Licensed Products equal or exceed
$10,000,000 annually. It shall be acceptable if such coverage is provided by a
product liability policy and an additional umbrella policy. Such insurance
policies shall be written for the benefit of Licensee and Licensor and shall
provide for at least thirty (30) days prior written notice to the Parties of the
cancellation or substantial modification thereof. Licensor and Ms. Kathy Hilt on
shall be named as additional insured parties on each such policy. Such insurance
may be obtained by Licensee in conjunction with a policy which covers products
other than Licensed Products.

    


    C.  
Evidence of
Insurance . Licensee shall, from time to time upon reasonable request by
Licensor, promptly furnish or cause to be furnished to Licensor evidence in the
form and substance reasonably satisfactory to Licensor of the maintenance of the
insurance required by subsection   B above, including, but not limited to,
copies of policies, certificates of insurance (with applicable riders and
endorsements) and proof of premium payments. Nothing contained in this Section
shall be deemed to limit in any way the indemnification provisions of the sub
Section A above.

    


    D.  
Notice .
Licensor will give Licensee notice of any action, claim, suit or proceeding in
respect of which indemnification may be sought and Licensee shall defend such
action, claim, suit or proceeding on behalf of Licensor. In the event
appropriate action is not taken by Licensee within thirty (30) days after its
receipt of notice from Licensor, then Licensor shall have the right, but not the
obligation, to defend such action, claim, suit or proceeding. Licensor may,
subject to Licensee's indemnity obligation under sub Section A above, be
represented by its own counsel in any such action, claim, suit or proceeding. In
any case, the Licensor and the Licensee shall keep each other fully advised of
all developments and shall cooperate fully with each other in all respects in
connection with any such defense as is made. Nothing contained in this sub
Section shall be deemed to limit in any way the indemnification provisions of
the sub Section A above except that in the event appropriate action is being
taken by Licensee, by counsel reasonably acceptable to Licensor, with respect to
any not-trademark or intellectual property action, claim, suit or proceeding,
Licensor shall not be permitted to seek indemnification from Licensee for
attorneys' fees and expenses incurred without the consent of Licensee. In
connection with the aforesaid actions, claims and proceedings, the parties
shall, where no conflict of interest exists, seek to be represented by common
reasonably acceptable counsel. In connection with actions, claims or proceedings
involving trademark or other intellectual property matters which are subject to
indemnification hereunder, Licensor shall at all times be entitled to be
represented by its own counsel, for whose reasonable fees and disbursements it
shall be entitled to indemnification hereunder.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE
13

    


    The Licensed
Marks

    


    A.  
Licensee shall not join any name or names with the Licensed Marks so as to form
a new mark without the prior written consent of Licensor , which shall not be
unreasonably withheld . Licensee acknowledges the validity of t he Licensed
Marks, the secondary meaning associated with the Licensed Marks and the rights
of Licensor with respect to the Licensed Marks in the Territory in any form or
embodiment thereof and the goodwill attached or which shall become attached to
the Licensed Marks in connection with the business and goods in relation to
which the same has been, is or shall be used. Sales by Licensee shall be deemed
to have been made by Licensor for purposes of trademark registration and all
uses of the Licensed Marks by Licensee shall inure to the benefit of Licensor.
Licensee shall not, at any time, do or suffer to be done, any act or thing which
may in any way adversely affect any rights of Licensor in and to the Licensed
Marks or any registrations thereof or which, directly or indirectly, may reduce
the value of the Licensed Marks or detract fro m their reputation. Licensee will
use its best efforts to distribute Licensed Products in the proper channels
comparable to those of the brands outlined in Article 7 A (i)
herein.

    


    B.  
At Licensor's request, Licensee shall execute any documents, including
Registered User Agreements, reasonably required by Licensor to confirm the
respective rights of Licensor in and to the Licensed Marks in each jurisdiction
in the Territory and the respective rights of Licensor and Licensee pursuant to
this Agreement. Licensee shall cooperate with Licensor, in connection with the
filing and the prosecution by Licensor of applications to register or renew the
Licensed Marks in International Class 3 for Licensed Products sold hereunder in
each jurisdiction in the Territory where Licensee has reasonably requested the
same. Such filings and prosecution outside the U.S. shall be in the name of Mr.
Richard Hilton or Licensor, as Licensor shall so decide, the expense of which
will be fully paid by   Licensor . Nothing contained herein shall obligate
Licensor to prosecute any trademark application outside the U.S. which is
opposed or rejected in any country after the application is filed, provided,
however, that any such prosecution shall go forward if (a) Licensee requests
same; (b) License e and Licensor share the costs   for same directly; and
(c) such prosecution is in Licensor's name and directed by Licensor. Licensor
shall cooperate fully with any such prosecution.

    


    C.  
Licensee shall use the Licensed Marks in each jurisdiction in the Territory
strictly in compliance with the legal requirements obtained therein and shall
use such markings in connection therewith as may be required by applicable legal
provisions. Licensee shall cause to appear on all Licensed Products and on all
materials on or in connection with which the Licensed Marks are used, such
legends, markings and notices as may be reasonably necessary in order to give
appropriate notice of any trademark, trade name or other rights therein or
pertaining thereto.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    D.  
Licensee shall never challenge the validity of the Licensed Marks or any
application for registration or registration thereof or any rights of Licensor
therein. The foregoing shall not be deemed to prevent Licensee from asserting,
as a defense to a claim of breach of contract brought against Licensee by
Licensor for failure to perform its obligations hereunder, that its ceasing
performance under this Agreement was based upon Licensor's failure to own the
Licensed Marks in the United States of America, provided that it is established
in a court of law that Licensor does not own the Licensed Marks, that the
Licensed Marks are owned by a third party so as to preclude the grant of the
license provided herein.

    


    E.  
In the event that Licensee learns of any infringement or imitation of the
Licensed Marks or of any use by any person of a trademark similar to the
Licensed Marks, it promptly shall notify Licensor thereof. In no event, however,
shall Licensor be required to take any action if it deems it inadvisable to do
so.

    


    F.  
Licensor shall be required to protect, indemnify and   hold Licensee
harmless against, or be liable to Licensee for, any liabilities, losses,
expenses or damages which may be suffered or incurred by Licensee as a result of
any infringement or allegation thereof by any other person, firm or corporation,
other than by reason of Licensor's breach of the representations made and
obligations assumed herein. Licensor and Ms. Kathy Hilton make no warranties or
representations as to the registrability of the Licensed Marks in the various
worldwide trademark offices in the Territory, except that Licensor warrants and
represents that a trademark application will be filed for the Licensed Mark in
the United States Patent and Trademark Office in International Class 3. Licensor
and Ms. Kathy Hilton warrant and represent that they are not aware of any
registrations or pending applications in International Class 3, or otherwise,
that would preclude or restrict Licensee from selling the Licensed Products
anywhere in the Territory.

     

    ARTICLE
14

    


    Defaults;
Termination

    


    A.  
The following conditions and occurrences shall constitute "Events of Default" by
Licensee:

     

    
      
        	
              	
                1.

              	
                the
      failure to pay Licensor the full amount due it under any of the provisions
      of this Agreement by the prescribed date for such
  payment;

              


      

      


      
        	
              	
                2.

              	
                the
      failure to deliver full and accurate reports pursuant to any of the
      provisions of this Agreement by the prescribed due date
      therefore;

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	
                	
                  3.

                	
                  the
      making or furnishing of a knowingly false statement in connection with or
      as part of any material aspect of a report, notice or request rendered
      pursuant to this Agreement;

                
	 	 	 


        

      

      
        
          	
                	
                  4.

                	
                  the
      failure to maintain the insurance required by Article
  12;

                
	 	 	 


        

      

      
        
          	
                	
                  5.

                	
                  use
      of the Licensed Marks in an unauthorized or unapproved
    manner;

                
	 	 	 


        

      

      
        
          	
                	
                  6.

                	
                  Licensee's
      use of other trademarks in association with the Licensed Products, without
      prior written consent of Licensor;

                
	 	 	 


        

      

      
        
          	
                	
                  7.

                	
                  the
      commencement against Licensee of any proceeding in bankruptcy, or similar
      law, seeking reorganization, liquidation, dissolution, arrangement,
      readjustment, discharge of debt, or seeking the appointment of a receiver,
      trustee or custodian of all or any substantial part of Licensee's
      property, not dismissed within sixty (60) days, or Licensee's making of an
      assignment for the benefit of creditors, filing of a bankruptcy petition,
      its acknowledgment of its insolvency or inability to pay debts, or taking
      advantage of any other provision of the bankruptcy
laws;

                
	 	 	 


        

      

      
        	
              	
                8.

              	
                the
      material breach of any other material promise or agreement made
      herein.

              


      

    

     

    B.  
In the event Licensee fails to cure (i) an Event of Default within thirty (30)
days after written notice of default is transmitted to Licensee under Article
14A.3, A.5, A.6, or A.7; or (ii) Licensee fails to cure any other Event of
Default within sixty (60) days after written notice of default is transmitted to
Licensee or within such further period as Licensor may allow, this Agreement
shall, at Licensor's option, be terminated, on notice to Licensee, without
prejudice to Licensor's right to receive other payments due or owing to Licensor
under this Agreement or to any other right of Licensor, including the right to
damages and/or equitable relief , except with respect to a failure to make all
of the payments due under paragraph A of this Article 14, which shall only give
rise to a right of termination and the payment of a termination fee of $100,000
by Licensor and not a right to recover Guaranteed Minimum Royalties
..

    


    C.  
Upon the termination of this Agreement; or, in the event this Agreement is not
renewed as provided in Article 4 above; or, in the event of the termination or
expiration of a renewal term of this Agreement, Licensee, except as specified
below, will immediately discontinue use of the Licensed Marks, will not resume
the use thereof or adopt any colorable imitation of the Licensed Marks or any of
part thereof, will promptly deliver and convey to Licensor (free of all liens
and encumbrances) (i) all plates, engravings, silk-screens, or the like used to
make or reproduce the Licensed Marks, and (ii) all items affixed with likeness
or reproductions of the Licensed Mark, whether Licensed Products, labels, bags,
hangers, tags or otherwise, and, upon request by Licensor, will assign to
Licensor such rights as Licensee may have acquired in the Licensed Marks. In the
event that this Agreement expires or is terminated by Licensor due to Licensee's
default, Licensor shall have an option, but not an obligation, to purchase any
bottle molds and tooling for the Licensed Products, free of all liens and other
encumbrances, at a price equal to Licensee's cost for same established by
submission of bill(s) from supplier and satisfactory proof of payment for same.
Licensor shall pay such cost as follows: 50% at closing and the balance paid by
six (6) equal monthly payments. Licensor shall, at the time it exercises its
purchase option, enter into a security agreement with Licensee with respect to
the molds, which shall entitle Licensee to foreclose on its security interest in
the molds in the event Licensor fails to make any installment payments due
within fifteen (15) days after receiving notice of default. Licensor shall
exercise its aforesaid option within thirty (30) days after Licensee's
submission of documents establishing the cost thereof. Notwithstanding the
foregoing, if Licensor has terminated this Agreement due to Licensee's default,
Licensor, at its option, shall be entitled, in exercising its purchase option,
to deduct from the cost price an amount equal to the sales and guaranteed
minimum royalties Licensor is entitled to recover, for which deduction Licensee
shall receive a credit. In the event Licensor exercises its aforesaid option,
Licensee shall be precluded forever from using the bottle molds or tools and
from selling or otherwise transferring or licensing any rights whatsoever in the
molds or tools to any third party. In the event that Licensor does not exercise
its aforesaid option, Licensee shall not use the bottle molds or tools or sell
or otherwise transfer or license any rights whatsoever in the bottle mold or
tools to any third party for a period of two (2) years after the date of
termination of the Agreement. In the event of any permitted use of the bottle
mold and/or tools by Licensee, Licensee shall not use in connection therewith
the Licensed Mark, any trademark confusingly similar thereto, any trade dress
associated with the Licensed Products, any advertising or promotional materials
used in connection with the Licensed Products or any other markings or materials
which would cause a reasonable consumer to believe that any new items sold using
the bottle mold and tools are authorized by Licensor or in some way associated
with the Licensed Marks. Any permitted sale or license of the bottle molds
and/or tools by Licensee shall prohibit in writing the purchaser or licensee
from using the Licensed Marks, and any confusingly similar trademarks and any
such trade dress, advertising, promotional materials, markings or other
materials and shall expressly make Licensor a third party beneficiary of such
provision.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE
15

    


    Rights on Expiration or
Termination

    


    A.  
If this Agreement expires or is terminated, Licensee shall cease to manufacture
Licensed Products (except for work in process or to balance component inventory)
but shall be entitled, for an additional period of twelve (12) months only, on a
non-exclusive basis, to sell and dispose of its inventory subject, however, to
the provisions of Article 9. Such sales shall be made subject to all of the
provisions of this Agreement and to an accounting for and the payment of Sales
Royalties thereon but not to the payment of Guaranteed Minimum Royalties. Such
accounting and payment shall be made monthly.

     

    B.  
In the event of termination in accordance with Article 14 above, Licensee shall
pay to Licensor, the Sales Royalty then owed to it pursuant to this Agreement or
otherwise.

    


    C.  
Notwithstanding any termination in accordance with Article 14 above, Licensor
shall have and hereby reserve all rights and remedies which it has, or which are
granted to it by operation of law, to enjoin the unlawful or unauthorized use of
the Licensed Mark, and to collect royalties payable by Licensee pursuant to this
Agreement and to be compensated for damages for the breach of this
Agreement.

    


    D.  
Upon the expiration or termination of this Agreement, Licensee shall deliver to
Licensor a complete and accurate schedule of Licensee's inventory of Licensed
Products and of related work in process then on hand (including any such items
held by Subsidiaries, Affiliates or others on behalf of Licensee) (hereinafter
referred to as "Inventory”). Such schedule shall be prepared as of the close of
business on the date of such expiration or termination and shall reflect
Licensee's cost of each such item. Notwithstanding anything contained to the
contrary in this Agreement, Licensor thereupon shall have the option,
exercisable by notice in writing delivered to Licensee within thirty (30) days
after its receipt of the complete Inventory schedule, to purchase any or the
entire Inventory, free of all liens and other encumbrances, for an amount equal
to Licensee's cost plus *%. In the event such notice is sent by Licensor,
Licensee shall deliver to Licensor or its designee all of the Inventory referred
to therein within thirty (30) days after Licensor's said notice and, in respect
of any Inventory so purchased, assign to Licensor all then outstanding orders
from Licensee to its suppliers and to Licensee from its customers. Licensor
shall pay Licensee for such Inventory within twenty (20) days after the delivery
of such Inventory to Licensor. No Sales Royalty shall be payable to Licensor
with respect to the Inventory purchased by Licensor.

     

    ARTICLE
16

    


    Sublicensing and
Distribution

    


    A.  
The performance of Licensee hereunder is of a personal nature. Therefore,
neither this Agreement nor the License or other rights granted hereunder may be
assigned, sublicensed or transferred by Licensee, whether to a Subsidiary,
Affiliate or unrelated third-party except by prior written approval of Licensor,
which approval will not be unreasonably withheld. However, any assignment of
this Agreement or the rights granted hereunder must be to an entity with equal
or superior financial strength to Licensee , unless Licensor agrees otherwise
..

    


    B.  
Notwithstanding anything contained to the contrary in this Agreement, this
Agreement shall not terminate if Licensee is merged or otherwise consolidated
into another entity which is the surviving entity of equal or superior financial
strength.

    


    C.  
Licensee shall be entitled to use distributors in connection with its sale of
Licensed Products under this Agreement without approval of Licensor. No such
distributor, however, shall be entitled to exercise any of Licensee's rights
hereunder except for the manufacture and sale of Licensed Products which have
been approved by Licensor hereunder.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE
17

     

    Miscellaneous

    


    A.  
Representations
.. The parties respectively represent and warrant that they have full right,
power and authority to enter into this Agreement and perform all of their
obligations hereunder and that they are under no legal impediment which would
prevent their signing this Agreement or consummating the same. Licensor
represents and warrants that it has the right to license the Licensed Mark and
that Licensor has not granted any other existing license to use the Licensed
Mark on products covered hereunder in the Territory and that no such license
will be granted during the Term of this Agreement except in accordance with the
provisions hereof.

    


    B.  
Licensor's
Rights. Not withstanding anything to the contrary contained in this
Agreement, Licensor shall not have the right to negotiate or enter into
agreements with third parties pursuant to which it may grant a license to use
the Licensed Marks in connection with the manufacture, distribution and/or sale
of products covered hereunder in the Territory or provide consultation and
design services with respect to such products in the Territory prior to the
termination or expiration of this Agreement.

    


    C.  
Governing Law; Entire
Agreement . T his Agreement shall be construed and interpreted in
accordance with the laws of the State of the defendant, either California or
Florida, applicable to agreements made and to be performed in said State,
contains the entire understanding and agreement between the parties hereto with
respect to the subject matter hereof, supersedes all prior oral or written
understandings and agreements relating thereto and may not be modified,
discharged or terminated, nor may any of the provisions hereof be waived,
orally. Any legal action must be brought in the State of the defendant, either
California for Licensor or Florida for Licensee.

    


    D.  
No Agency.
Nothing herein contained shall be construed to constitute the parties hereto as
partners or as joint venturers, or either as agent of the other, and Licensee
shall have no power to obligate or bind Licensor in any manner
whatsoever.

    


    E.  
No Waiver. No
waiver by either party, whether express or implied, of any provision of this
Agreement, or of any breach or default thereof, shall constitute a continuing
waiver of such provision or of any other provision of this Agreement. Acceptance
of payments by Licensor shall not be deemed a waiver by Licensor of any
violation of or default under any of the provisions of this Agreement by
Licensee.

    


    F.  
Void
Provisions. If any provision or any portion of any provision of this
Agreement shall be held to be void or unenforceable, the remaining provisions of
this Agreement and the remaining portion of any provision held void or
unenforceable in part shall continue in full force and effect.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    G.  
Construction.
This Agreement shall be construed without regard to any presumption or other
rule requiring construction against the party causing this Agreement to be
drafted. If any words or phrases in this Agreement shall have been stricken out
or otherwise eliminated, whether or not any other words or phrases have been
added, this Agreement shall be construed as if those words or phrases were never
included in this Agreement, and no implication or inference shall be drawn from
the fact that the words or phrases were so stricken out or otherwise
eliminated.

    


    H.  
Force Majeure.
Neither party hereto shall be liable to the other for delay in any performance
or for the failure to render any performance under the Agreement (other than
payment to any accrued obligation for the payment of money) when such delay or
failure is by reason of lockouts, strikes, riots, fires, explosions, blockade,
civil commotion, epidemic, insurrection, war or warlike conditions, the
elements, embargoes, act of God or the public enemy, compliance with any law,
regulation or other governmental order, whether or not valid, or other similar
causes beyond the control of the party effected. The party claiming to be so
affected shall give notice to the other party promptly after it learns of the
occurrence of said event and of the adverse results thereof. Such notice shall
set forth the nature and extent of the event. The delay or failure shall not be
excused unless such notice is so given. Notwithstanding any other provision of
this Agreement, either party may terminate this Agreement if the other party is
unable to perform any or all of its obligations hereunder for a period of six
(6) months by reason of said event as if the date of termination were the date
set forth herein as the expiration date hereof. If either party elects to
terminate this Agreement under this paragraph, Licensee shall have no further
obligations for the Guaranteed Minimum Royalties beyond the date of termination
(which shall be prorated if less than an Annual Period is involved) and shall be
obligated to pay any Sales Royalty which is then due or becomes
due.

    


    I.  
Binding Effect.
This Agreement shall inure to the benefit of and shall be binding upon the
parties, their respective successors, Licensor's transferees and assigns and
Licensee's permitted transferees and assigns.

    


    J.  
Resolution of
Disputes. Any controversy or claim arising out of, in connection with, or
relating to this Agreement, shall be determined by arbitration by a three person
arbitration panel at the office of the American Arbitration Association. Both
Parties shall share equally the cost of such arbitration (except each shall bear
its own attorney's fees). Any decision rendered by the arbitrators shall be
final and binding, and judgment may be entered in any court having
jurisdiction.

    


    K.  
Consolidation.
Notwithstanding anything contained to the contrary in this Agreement (i) this
Agreement shall not terminate if Licensor is merged or otherwise consolidated
into another entity which is the surviving entity; and, (ii) Licensor shall be
entitled to assign this Agreement to any Corporation to which the Trademark is
assigned.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    L.  
Survival. The
provisions of Licensed Products in Sections 11, 12A, 12D, 13, 15, 16, and 17
shall survive any expiration or termination of this Agreement.

    


    M.  
Paragraph
Headings. The paragraph headings in this Agreement are for convenience of
reference only and shall be given no substantive effect.

     

    ARTICLE
18

     

    Notices

    


    Any
notice or other communications required or permitted by this Agreement to be
given to a party will be in writing and will be considered to be duly given when
sent by any recognized overnight courier service to the party concerned to the
following persons at their stated addresses (or to such other persons or
addresses as a party may specify by notice to the other):

     

    
      	
               
      To Licensor:

            	 
      	
              Richard
      & Kathy Hilton

              250
      North Canon Dr. 2nd Floor,

              Beverly
      Hills, CA 90210

              Hilt4321@aol.com

            
	 
      	 
      	 
      
	
               
      With a copy to:

            	 
      	
              Robert
      L. Tucker, Esq.,

              Tucker
      & Latifi, LLP

              160
      East 84th Street, New York, NY 10028

               
      Tel: 212-472-6262; Fax: 212-744-6509.

               
      RTucker@TuckerLatifi.com

            
	 
      	 
      	 
      
	
               
      and:

            	 
      	
              GLMAC

              2875
      NE 191 st
      Street

              Suite
      501

              Aventura,
      Fl. 33180

              Attn:
      Mr. Lucien Lallouz

              lallouz@glmac.com

            
	 
      	 
      	 
      
	
               
      To Licensee:

            	 
      	
              OmniReliant
      Corp.

              4902
      Eisenhower Blvd.,

              Suite
      185

              Tampa,
      Florida 33634

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      With a copy to:  

            	 
      	
              Steven
      Holtzman, Esq.  

              Ruden
      McClosky

              401
      E. Jackson Street

              Suite
      2700

              Tampa,
      Florida 33602

              Tel:
      813-222-6616 Fax: 813-314-6916

              Steve.Holzman@ruden.com

            


    

     
 

    Notice of
the change of any such address shall be duly given by either party to the other
in the manner herein provided.

    


     EXECUTED on the day and year
first written above:

     

    
      
        	 
      	 
      	 
      
	 
      	
                OMNIRELIANT
      CORP.

              
	 
      	 
      	 
      
	 
      	
                By:  

              	 
      
	 
      	
                
                  Chris
      D. Phillips,   Pr esident

                

              


      

    

    


    
      
        	 
      	 
      	 
      
	 
      	
                KRH
      LICENSING COMPANY, LLC

              
	 
      	 
      	 
      
	 
      	
                By:  

              	 
      
	 
      	
                
                  Richard
      Hilton, President

                

              


      

    

     

    Ms. Kathy
Hilton warrants and represents that should there be a successor entity to the
rights to the KATHY HILTON trademark, such successor shall assume the
obligations and succeed to the rights of the Licensor and the rights of Licensee
shall continue unaffected.

    


    ACKNOWLEDGE and APPROVED
:

     

    
      

    

    Kathy
Hilton

    


    Dated:
October ___, 2006