FOURTH AMENDMENT
TO

    KATHY HILTON LICENSE
AGREEMENT

    


    This Fourth 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 ___ day of June, 2008.

     

    WITNESSETH:

    


    WHEREAS, the Agreement was
amended on November 20, 2006, in May 2007, and September 2007, and continues in
effect; and

    


    WHEREAS, Licensor and Licensee
desire to revise the amount of certain royalty payments.

    


    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.           Guaranteed Minimum
Royalties.  Article 8, Sections A and B are hereby amended in
their entirety to read as follows:

     

    “A.           Guaranteed Minimum
Royalties.   In consideration of both the license granted
herein and the services to be performed by Ms. Kathy Hilton hereunder 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 06/30/08

                                	 	$	400,000	*
	
                                  2

                                	 	
                                  07/01/08
      to 06/30/09

                                	 	$	400,000	*
	
                                  3

                                	 	
                                  07/01/09
      to 06/30/10

                                	 	$	400,000	*
	
                                  4

                                	 	
                                  07/01/10
      to 06/30/11

                                	 	$	400,000	*
	
                                  5

                                	 	
                                  07/01/11
      to 06/30/12

                                	 	$	400,000	*


                        

                      

                    

                  

                

              

            

          

        

      

    

              *
Payable $200,000 on June 30th and
$200,000 on January 1st  of
each annual period.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    In the
event that the Initial Term of this Agreement is extended for an additional
five-year term (July 1, 2012 through June 30, 2017 (the “First Extended Term”), the
Guaranteed Minimum Royalty for each Annual Period of the First Extended Term
shall be Six Hundred Thousand Dollars ($600,000).  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 $250,000 per Annual Period
for each subsequent five-year period.  In other words, the Guaranteed
Minimum Royalty for each Annual Period from July 1, 2017 through June 30, 2022
(the “Second Extended
Term”) will be $850,000 and the Guaranteed Minimum Royalty for each
Annual Period from July 1, 2022 through June 30, 2027 (the “Third Extended Term”) will be
$1,100,000 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 sixty (60)
days’ written notice to Licensee.  Upon such event, the parties agree
that Licensee shall pay Licensor a termination fee of One Hundred Thousand
Dollars ($100,000) within sixty (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 2nd Annual
Period, such that each half of the Guaranteed Minimum Royalty Payments shall be
paid on June 30th and January 1st of each Annual
Period.  Notwithstanding the foregoing, the Guaranteed Minimum Royalty
for the first Annual Period shall be paid on June 30, 2008.  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:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	
                    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

                  
	
                    $25,000,000
      in the Annual Period 7/1/2015 through 6/30/2016

                  	 	
                    7/1/2017
      through 6/30/2022

                  
	
                    $30,000,000
      in the Annual Period 7/1/2020 through 6/30/2021

                  	 	
                    7/1/2022
      through 6/30/2027

                  
	
                    $35,000,000
      in the Annual Period 7/1/2025 through 6/30/2026

                  	 	
                    7/1/2027
      through 6/30/2032

                  
	
                    $40,000,000
      in the Annual Period 7/1/2030 through 6/30/2031

                  	 	
                    7/1/2032
      through 6/30/2037

                  


          

        

      

    

    


    3.           Sales
Royalties.  Article 9, Section A is amended in its entirety to
read as follows:

     

    
      “A.
Sublicensee
shall pay to Sublicensor a sales royalty (the “Sales Royalty” or “Sales Royalties”) of ten
percent (10%) on each Annual Period's Net Sales on sales made in all venues
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.

    

    


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

     

    5.           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.

     

    6.           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.

     

    
      
        
        

      

      
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    SIGNATURES
FOLLOW ON NEXT PAGE

     

    
      	 
      	
              EXECUTED on the day and
      year first written above:

            
	 
      	 
      
	 
      	
              OMNIRELIANT
      CORP.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	
                  

            	 
      
	 
      	 
      	
              Paul
      Morrison, President

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              KRH
      LICENSING COMPANY, LLC

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
                  

            	 
      
	 
      	 
      	
              Richard
      Hilton, President

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              ACKNOWLEDGED and
      APPROVED:

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                 

            	 
      	 
      
	
              Kathy
      Hilton

            	 
      	 
      
	 
      	 
      	 
      
	
              Dated:
      June ___, 2008

            	 
      	 
      
	 
      	 
      	 
      
	
              CC:GLMAC

            	 
      	 
      


    

    


    
      
        
        

      

      
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