AMENDMENT
NO. 2 TO

    KATHY HILTON LICENSE
AGREEMENT

    


             This
Amendment No. 2 to the License Agreement ("Agreement") is made and effective as
of the _____  day of May 2007 (“Effective Date”), by and between KRH Licensing Company, LLC., a
California corporation with an office and place of business at 250 North Canon
Drive, 2nd 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, the parties have
entered into the Agreement on October 13, 2006; and

    


    WHEREAS, the parties wish to
enter into this Amendment to correct certain errors.

    


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

    


    
      	
              1.

            	
              The
      table in Article 8A is hereby amended to read as
  follows:

            


    

    


                        ANNUAL
PERIOD GUARANTEED MINIMUM ROYALTIES

    
      	
              Annual
      Period

            	 
      	
              Dates

            	 
      	
              Minimum
      Royalty

            
	
              1

            	 
      	
              Effective
      Date to 12/31/07

            	 
      	
              One
      Million Dollars

            
	
              2

            	 
      	
              1/1/08
      to 12/31/08

            	 
      	
              One
      Million Dollars

            
	
              3

            	 
      	
              1/1/09
      to 12/31/09

            	 
      	
              One
      Million Dollars

            
	
              4

            	 
      	
              1/1/10
      to 12/31/10

            	 
      	
              One
      Million Dollars

            
	
              5

            	
                

            	
              1/1/11
      to 12/31/11

            	
                

            	
              One
      Million Dollars

            


    

     

    2.              
Except as specifically amended herein, the Agreement is ratified and affirmed in
all respects.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXECUTED on the day and year
first written above:

     

    
      
        
          	 
      	
                  OMNIRELIANT
      CORP.

                	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      	 
      
	 
      	 
      	
                  Chris
      D. Phillips, President

                	 
      
	 
      	 
      	 
      
	 
      	
                  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:
May ___, 2007