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| PARTIES      CONTACTINFO:    LICENSOR                                                                                                                | OmniReliant,      Inc. (“ORI”), its successors or assigns14375      Myerlake CircleClearwater,      FL 33760727-230-1031      Fax: 727-230-1032Contact Paul      Morrison, President  pmorrison@omnireliant.com NetTalk.com,      Inc.1100      NW 163rd DrSuite      3N.      Miami Beach, FL 33169305-621-1200      Alt. 888-621-1200 Fax. 305-621-1201Email: nick@nettalk.com                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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| PRODUCTS      &DESCRIPTION                                                                                                                                           | A      suite of global internet telephone plans and products currently marketed      under the name of NetTalk (“Products”) as more fully described in the      attached Schedule in addition, various items that are upsell products are      to be determined and shall be listed in the attached Schedule designated      as Upsell Products. These Upsell Products may be changed from time to time      based upon availability or other factors and the Schedule will be      amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| TERRITORY                                                                                                                                                                | United      States – excluding leads from NetTalk.com                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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| DISTRIBUTIONCHANNELS                                                                                                                                                     | ORI      shall market and distribute the Products through direct response      television commercials, including an infomercial of approximately 28.5      minutes in length and shorter derivative versions of 30 seconds. 1 minute      and 2 minutes (collectively referred to as “Commercials”).NetTalk      reserves the right to market and distribute the Products through its own      channels, including direct marketing and media marketing other than      infomercials – NetTalk will pay directly for the      advertisements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|  FINANCIAL      TERMS                                                                                                                                               | NetTalk      shall fund the production costs for the commercials for a Production Fee      payable to ORI of $100,000, and other valuable consideration. The      Production Fee shall be payable upon execution of the Agreement. NetTalk      shall pay all other costs in connection with the marketing and      distribution of the Products except that ORI shall pay for media costs to      air the Commercials. All revenues from the sale of Products shall be      collected in a mutually satisfactory bank lockbox. ORI shall submit an      accounting of each weekly media spend for the Commercials, and within 5      dates of receipt of said accounting an amount equal to 110% of each weekly      media spend shall be remitted to ORI from the bank lockbox as the first      funds out. In addition NetTalk shall pay to ORI an additional amount in      accordance with the provisions in the Schedule designated as “Compensation      Payable by NetTalk to ORI for Performer’s Royalty” for the purpose of      paying the Performer that appears in the Commercials as per ORI’s ongoing      obligations to said Performer.Media      cost is subject to prior review and approval from NetTalk.Media      invoices will be reimbursed at 110% net of all trade discounts given to      OMNI.Payment      of $100,000 includes payment due to Beau Rials Direct, Inc. of      $10,000. |
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|  TERM      OF AGREEMENT                                                                                                                                             | Commencing      on Effective Date and continuing on an exclusinve basis provided ORI is      actively marketing the Products.The      agreement shall be for one year term and renewablethereafter.After      initial year, agreement may be cancelled by either party upon written      request 30 days prior to termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|  ORI  /s/      Paul      Morrison            NetTalk  /s/      AnastasiosKyriakides |

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| SPECIAL      TERMS ANDCONDITIONS | 1      | ORI      shall purchase and manage the media to air the Commercials and shall      provide weekly reports of planned media spends and weekly reports of media      that actually aired.                                                     |
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|                             | 2      | Upon      execution of this agreement NetTalk shall issue to ORI or its designee      1,000,000 shares of common stock of NetTalk.com, Inc. in a manner that      complies with all federal and state securities laws and      regulations. |
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| 1                                                                                                                                                                        | Marketing      and Distribution Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|                                                                                                                                                                     | NetTalk      grants to ORI the exclusive right to use the Commercials and other footage      it may have in connection with te Products to advertise, promote, market,      sell and otherwise distribute the Products, including all derivatives,      line extensions and identified Upsell Products or component parts,      described in the Schedule attached hereto and incorporated herin in the      Distribution Channels as defined in the Term Sheet. NetTalk shall provide      copies of all licenses and other agreements and instruments relating to      the Products and NetTalk’s Intellectual Property. NetTalk represents,      warrants and covenants that it has all necessary power and authority to      grant to ORI the rights in this Agreement, and neither the granting of the      rights nor the exercise of them by ORI will infringe or violate the      intellectual property or other proprietary or intangible rights of any      other person or entity. Upsell      Products need to be define in Schedule - missing |
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| 2                                                                                                                                                                        | Non-Competition  In      any part of the territory where ORI has exclusive marketing and      distribution rights, NetTalk shall not, either alone or in participation      with another person or entity market, distribute or license the Products      or any Products so similar in design, composition, content or function to      the Products as to compete directly with the Products for sale (‘Competing      Products’), or use any of the Trademarks, the Infomercial or by any means      or medium, without ORI’s prior written    consent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| 3                                                                                                                                                                        | Termination.  Either      party may terminate this Agreement upon 30 days notice to the other party      upon the breach by the other party of any of its material representations,      warranties, covenants or obligations under this Agreement. ORI shall have      the right at any time to terminate this Agreement upon 30 days written      notice to NetTalk. Notwithstanding any termination of this Agreement, ORI      and NetTalk shall perform as though this Agreement were still in effect      until all payments due to ORI by NetTalk have been satisfactorily      paid. The      agreement shall be for one year term and renewablethereafter.After      initial year agreement may be cancelled by either party upon written      request 30 days prior to termination.                                                                                                                                                                                                                                                          |
|  ORI  /s/      Paul      Morrison            NetTalk  /s/      AnastasiosKyriakides |

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| 4      | Miscellaneous |
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|   | 4.1           | Entire      Agreement Amendment    This Agreement      (including the Schedule) contains the entire understanding of the parties      with respect to the subject matter nereof and supersedes all prior      agreements and understandings between them. Each party has executed this      Agreement without reliance upon any promise, representation, or warranty      other than those expressly set forth herein. No amendment of this      Agreement shall be effective unless written and signed by both      parties.  Schedules missing. |
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|   | 4.2           | Indemnification    NetTalk      shall indemnify and hold harmless ORI and its subsidiaries affiliates      sub-distributors and sub-licensees and their respective officers,      directors, shareholders, employees, licensees, agents, successors and      assigns from and against any and all liabilities and expenses whatsoever      including without limitation, claims damages, judgments, awards,      settlements, investigations, costs and reasonable legal fees (“Claims”)      which any of them may incur or become obligated to pay as a result of (i)      the legality of the state of the Products and the claims and      representations of NetTalk in connection with the Products that have been      approved by NetTalk for inclusion in the Commercials (ii) the use of      Trademarks, NetTalk’s Artwork or other intellectual property, or (iii) the      breach by NetTalk of any of its representations, warranties covenants or      obligations under this Agreement. |
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|   | 4.3           | Governing      Law, Jurisdiction    This Agreement shall be      deemed to have been executed in the State of New York and shall be      interpreted, construed and enforced according to and governed by the laws      of the State of New York without giving effect to any conflict of laws      provisions. Omni      and NetTalk are both in Florida, therefore, agreement should be executed      in Florida and governed by the laws of State of Florida |
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| Signed      for and on behalf ofOmniReliant      Holdings, Inc. |        Signed for and on behalf of       NetTalk.com, Inc. |
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|   By                                                  |  /s/      Paul Morrison                                         |          By |  /s/      Anastasios Kyriakides |
|                                                            | Paul      Morrison, President                                        |   | Anastasios      Kyriakides, President  |
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| Date                                                            | March      13, 2009                                                  |        Date | March      13, 2009 |
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| Main      Offer of Products and Plans (TBD) |   |
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| Upsell      Products (TBD)                  |   |
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