AMENDMENT
TO STOCK PURCHASE AGREEMENT

    


    THIS
AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is dated as of February
5, 2009, and is by and among OMNIRELIANT HOLDINGS, INC., a corporation existing
under the laws of Nevada (the “Purchaser”) OMNIRELIANT ACQUISITION SUB, INC., a
corporation existing under the laws of Nevada and a wholly owned subsidiary of
Purchaser (“Merger Sub”),   ABAZIAS, INC. a corporation existing
under the laws of Delaware (“Parent”),  ABAZIAS, INC., a Nevada
corporation and a wholly owned subsidiary of the Parent (Abazias NV),
ABAZIAS.COM, INC., a corporation existing under the laws of Nevada and a wholly
owned subsidiary of Abazias NV (the “Company”, and together with Parent, and
Abazias NV “Seller”).

    


    WITNESSETH<
/font>:

    


    WHEREAS,
pursuant to that certain Stock Purchase Agreement by and among Purchaser,
Abazias NV and Abazias.com, Inc. dated as of December 3, 2008 (the “Purchase
Agreement”), Purchaser has agreed to acquire Abazias.com, Inc. upon the terms
and subject to the conditions set forth therein;

    


    WHEREAS,
the parties hereto desire to amend the Purchase Agreement as more particularly
set forth below;

    


    WHEREAS,
the board of directors of each of Purchaser, Merger Sub and the Parent has
unanimously approved and declared advisable the acquisition of the Seller by
Purchaser  by means of the merger of the Parent with and into Merger
Sub upon the terms and subject to the conditions set forth herein and have
approved and declared advisable this Amendment;

    


    WHEREAS,
for federal income tax purposes, it is intended that the merger shall qualify as
a reorganization under the provisions of Section 368 of the Internal Revenue
Code of 1986, as amended (the "Code")

    


    NOW,
THEREFORE, in consideration of the above premises, the mutual covenants and
agreements stated herein and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows, to be effective as of the date hereof:

    


    
      1.
The
definition of Seller in the Purchase Agreement is hereby amended to include
Abazias NV and Parent.

    

    


    2.
Article I of the Purchase Agreement shall be deleted in its entirety and
replaced by the following which shall be inserted in lieu thereof:

    


    “ARTICLE
I

    


    THE
MERGER

    


    1.1    The Merger
(a)  Upon the terms and subject to the conditions set forth in
this Agreement, at the Effective Time, the Parent and Merger Sub shall
consummate a merger (the "Merger") pursuant to
which (i) the Parent shall be merged with and into Merger Sub and the separate
corporate existence of the Parent shall thereupon cease, (ii) Merger Sub
shall be the successor or surviving corporation in the Merger and shall continue
to be governed by the Laws of the State of Nevada, and (iii) the separate
corporate existence of Merger Sub with all its rights, privileges,
immunities, powers and franchises shall continue unaffected by the
Merger.  The corporation surviving the Merger is sometimes hereinafter
referred to as the "Surviving Corporation."  The Merger shall have the
effects set forth under the Laws of the State of Nevada.

     

    (b)         The
Certificate of Incorporation of Merger Sub, as in effect immediately prior to
the Effective Time, shall be the Certificate of Incorporation of the Surviving
Corporation, until thereafter amended as provided by Law and such Certificate of
Incorporation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)         The
Bylaws of Merger Sub, as in effect immediately prior to the Effective Time,
shall be the Bylaws of the Surviving Corporation, until thereafter amended as
provided by Law, the Certificate of Incorporation of the Surviving Corporation
and such Bylaws.

     

    1.2    Effective
Time.  Subject to the provisions of this Agreement, on the
Closing Date, the parties shall (i) file the appropriate Certificate of Merger
in such form as is required by and executed in accordance with the relevant
provisions of the Nevada Revised Statutes (“NRS”) and the Delaware General
Corporation Law (“DGCL”) and (ii) make all other filings or recordings required
under the NRS and DGCL.  The Merger will become effective at such time
as the Certificate of Merger is duly filed with the Secretary of State of the
State of Nevada and Delaware, or at such subsequent date or time as the Company
and Merger Sub agree and specify in the Certificate of Merger (such time
hereinafter referred to as the "Effective
Time").

     

    1.3    Directors and Officers of
the Surviving Corporation.  The directors of the Parent
immediately prior to the Effective Time shall, from and after the Effective
Time, be the directors of the Surviving Corporation, and the officers of the
Parent immediately prior to the Effective Time shall, from and after the
Effective Time, be the officers of the Surviving Corporation, in each case until
their respective successors shall have been duly elected, designated or
qualified, or until their earlier death, resignation or removal in accordance
with the Surviving Corporation's Certificate of Incorporation and
Bylaws.

     

    1.4    Subsequent
Actions.  If at any time after the Effective Time the Surviving
Corporation shall determine, in its reasonable discretion, that any actions are
necessary or desirable to vest, perfect or confirm of record or otherwise in the
Surviving Corporation its right, title or interest in, to or under any of the
rights, properties or assets of either of the Parent or Merger Sub acquired or
to be acquired by the Surviving Corporation as a result of, or in connection
with, the Merger or otherwise to carry out this Agreement, then the officers and
directors of the Surviving Corporation shall be authorized take all such actions
as may be necessary or desirable to vest all right, title or interest in, to and
under such rights, properties or assets in the Surviving Corporation or
otherwise to carry out this Agreement.”

    


    3.           Article
II of the Purchase Agreement shall be deleted in its entirety and replaced by
the following which shall be inserted in lieu thereof:

    


    “ARTICLE
II

     

    CONVERSION
OF SECURITIES AND MERGER CONSIDERATION

     

    2.1    Conversion of Parent Common
Stock.  As of the Effective Time, by virtue of the Merger and
without any action on the part of the holders of any shares of common stock of
the Parent (“Parent Common Stock”), or of Merger Sub :

     

    (a)         Each
outstanding share of Merger Sub common stock shall remain outstanding and
shall constitute the only issued and outstanding shares of common stock of the
Surviving Corporation.

     

    (b)         All
shares of Parent Common Stock (the “Parent Shares”) that are owned by the Parent
as treasury stock shall be cancelled and retired, and no consideration shall be
delivered in exchange therefor.

     

    (c)         Each
outstanding Parent Share, (other than Parent Shares to be cancelled in
accordance with Section 2.1(b) and
other than Dissenting Shares) shall be converted into the right to receive, and
shall be exchangeable for the merger consideration identified in Section 2.2
hereafter.   At the Effective Time, all Parent Shares converted
into the right to receive the Merger Consideration pursuant to this Section 2.1(c) shall
no longer be outstanding and shall automatically be cancelled and shall cease to
exist, and each holder of a certificate (or, in the case of uncertificated
Parent Shares, evidence of such Parent Shares in book-entry form) which
immediately prior to the Effective Time represented any such Parent Shares
(each, a "Certificate") shall
cease to have any rights with respect thereto, except the right to receive the
Merger Consideration.  Notwithstanding the foregoing, if between the
date of this Agreement and the Effective Time, the shares of outstanding Parent
Common Stock shall have been changed into a different number of shares or a
different class, by reason of the occurrence or record date of any stock
dividend, subdivision, reclassification, recapitalization, split, combination,
exchange of shares or similar transaction, then the Merger Consideration shall
be appropriately adjusted to reflect such action.

     

    
      
         

      

      
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    (d)         Dissenting
Shares.

     

    (i)                 Parent
Shares that are issued and outstanding immediately prior to the Effective Time
and which are held by holders who have not voted in favor of or consented to the
Merger and who are entitled to demand and have properly demanded their rights to
be paid the fair value of such Shares in accordance with Section 262 of the DGCL
(the "Dissenting
Shares") shall not be cancelled and converted into the right to receive
the Merger Consideration, and the holders thereof shall be entitled to only such
rights as are granted by Section 262 of the DGCL; provided, however, that if
any such stockholder of the Company shall fail to perfect or shall effectively
waive, withdraw or lose such stockholder's rights under Section 262 of the DGCL,
such stockholder's Dissenting Shares in respect of which the stockholder would
otherwise be entitled to receive fair value under Section 262 of the DGCL shall
thereupon be deemed to have been cancelled, at the Effective Time, and the
holder thereof shall be entitled to receive the Merger Consideration (payable
without any interest thereon) as compensation for such
cancellation.

    


    (ii)                 The
Parent shall give Purchaser (A) prompt notice of any notice received by the
Parent of intent to demand the fair value of any Shares, withdrawals of such
notices and any other instruments or notices served pursuant to Section 262 of
the DGCL and (B) the opportunity to direct all negotiations and proceedings with
respect to the exercise of appraisal rights under Section 262 of the
DGCL.  The Parent shall not, except with the prior written consent of
Purchaser or as otherwise required by an order of a governmental body of
competent jurisdiction, (x) make any payment or other commitment with respect to
any such exercise of appraisal rights, (y) offer to settle or settle any such
rights or (z) waive any failure to timely deliver a written demand for appraisal
or timely take any other action to perfect appraisal rights in accordance with
the DGCL.

    


    2.2           Merger
Consideration.

    


     (a)           The
Merger Consideration, consisting of the total purchase price payable to the
shareholders of the Parent in connection with the acquisition by merger of
Parent, shall be delivered and shall consist exclusively of 13,001,000 newly
issued shares of Series E Zero Coupon Convertible Preferred Stock, of Purchaser
(the "Preferred Stock").  The Preferred Stock shall be convertible
into shares of common stock of Purchaser in accordance with the terms of, and
the Preferred Stock shall have those rights, preferences and designations set
forth in, that certain Certificate of Designation, Preferences and Rights of
Preferred Stock (the "Certificate Of Designation"), a true and correct copy of
which is attached hereto and made a part hereof as Exhibit A.

    


    (b)           The
Merger Consideration shall be allocated among the Parent’s stockholders in the
proportion of their share ownership of the outstanding shares of the Parent
immediately prior to the Closing Date.

    It is
intended that the delivery of the Merger Consideration shall qualify as a
tax-free exchange under the Code.

    


    (c)           The
Preferred Stock to be delivered at the Closing shall be fully paid and
non-assessable and shall be free and clear of all liens, levies and
encumbrances.

       

    2.3           Exchange of
Certificates.

    


    (a)           Merger
Consideration may be made to a person other than the person in whose name the
Certificate so surrendered is registered if such Certificate shall be properly
endorsed or otherwise be in proper form for transfer and the person requesting
such payment shall pay any transfer or other Taxes required by reason of
the transfer or establish to the reasonable satisfaction of Purchaser that such
Taxes have been paid or are not applicable. Until surrendered, each Certificate
shall be deemed at any time after the Effective Time to represent only the right
to receive upon such surrender the Merger Consideration.

     

    (b)         No Further Ownership Rights
in Shares.  The Merger Consideration in
accordance with the terms of this Article shall be deemed to have been paid in
full satisfaction of all rights pertaining to the Shares formerly represented by
such Certificates.  At the close of business on the day on which the
Effective Time occurs, the share transfer books of the Parent shall be closed,
and there shall be no further registration of transfers on the share transfer
books of the Surviving Corporation of the Parent Shares that were outstanding
immediately prior to the Effective Time. If, after the Effective Time, any
Certificate is presented to the Surviving Corporation for transfer, it shall be
cancelled against delivery of and exchanged as provided in this
Article.

     

    
      
         

      

      
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    (c)         No Fractional
Shares.  No fraction of a share of Preferred Stock will be
issued by virtue of the Agreement, but in lieu thereof each holder of shares of
Parent Common Stock who would otherwise be entitled to receive a fraction of a
share of Preferred Stock (after aggregating all fractional shares of Preferred
Stock that otherwise would be received by such holder) shall receive from
Purchaser one additional share of Preferred Stock.

     

    4.           Section
3.1 of the Purchase Agreement shall be shall be deleted in its entirety and
replaced by the following which shall be inserted in lieu thereof:

    


    “3.1           Closing
Date.

    


    Subject
to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof,
the closing of the Merger and the other transactions contemplated by this
Agreement shall take place on such date as the Seller and the Purchaser may
designate (the “Closing Date”).”

    


    5.           In
Section 3.3 of the Purchase Agreement, the phrase “purchase of the Shares” shall
be deleted and replaced by “Merger and the other transactions
contemplated”.

    


    6.           Section
4.3 of the Purchase Agreement shall be shall be deleted in its entirety and
replaced by the following which shall be inserted in lieu thereof:

    


    “4.3           Capital
Stock

    


    (a)           The
Company’s authorized capital stock consists of 1000 shares of Common Stock,
$0.001 par value per share, of which 1000 shares have been issued to Abazias NV
(the “Company Shares”).  All of the Company Shares are duly
authorized, validly issued, fully paid and non-assessable.

    


    (b)           Abazias
NV is the lawful record and beneficial owners of all the Company Shares, free
and clear of any liens, pledges, encumbrances, charges, claims or restrictions
of any kind, except as set forth in Schedule 4.3, and has, or will have on the
Closing Date, the absolute, unilateral right, power, authority and capacity to
enter into and perform this Agreement without any other or further
authorization, action or proceeding, except as specified herein.

    


    (c)           The
Parent is the lawful record and beneficial owner of all of the issued and
outstanding capital stock of Abazias NV, free and clear of any liens, pledges,
encumbrances, charges, claims or restrictions of any kind, except as set forth
in Schedule 4.3, and has, or will have on the Closing Date, the absolute,
unilateral right, power, authority and capacity to enter into and perform this
Agreement without any other or further authorization, action or proceeding,
except as specified herein.

    


    (d)           There
are no authorized or outstanding subscriptions, options, warrants, calls,
contracts, demands, commitments, convertible securities or other agreements or
arrangements of any character or nature whatever under which Parent, Abazias NV
or the Company are or may become obligated to issue, assign or transfer any
shares of capital stock of the Parent, Abazias NV or the Company except as set
forth in Schedule 4.3.”

    


    7.           The
defined term "Company" in Sections 4.8 and 4.9 of the Purchase Agreement shall
be replaced with Abazias, Inc. a Delaware corporation ("Parent").

    


    8.           In
Section 4.8(c), the phrase “except for the Loan” shall be deleted.

    


    9.           In
Section 4.11, the phrase “and the Loan” shall be deleted.

     

    
      
         

      

      
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    10.           In
Section 4.17, the phrase “transfer of the Shares” shall be deleted and replaced
by “Merger”.

    


    11.           In
Section 4.28, the phrase “sale of the Shares by Seller” shall be deleted and
replaced by “Merger”.

    


    12.           In
Section 5.3, the phrase “acquisition of the Shares by Purchaser” shall be
deleted and replaced by “Merger”.

    


    13.           Section
5.7 of the Purchase Agreement shall be shall be deleted in its entirety and
replaced with the following which shall be inserted in lieu
thereof:

    


    “5.7           Reserved.”

    


    14.           In
Section 5.10, the word “Seller” shall be deleted and replaced by “shareholders
of the Parent”.

    


    15.           In
Section 6.1(a), the phrase “issuance of the Shares and the Preferred Stock”
shall be deleted and replaced by “Merger and the issuance of the Preferred
Stock”.

    


    16.           Section
6.1(b) of the Purchase Agreement shall be shall be deleted in its entirety and
replaced with the following which shall be inserted in lieu
thereof:

    


    “(b)           As
promptly as practicable after the effective date of the S-4, the Joint Proxy
Statement/Prospectus shall be mailed to the stockholders of the Seller. Each of
the parties hereto shall cause the Joint Proxy Statement/Prospectus to comply as
to form and substance with respect to such party in all material respects with
the applicable requirements of (i) the Exchange Act, (ii) the Securities Act,
and (iii) the rules and regulations of the OTCBB. As promptly as practicable
after the date of this Agreement, the Seller will prepare and file any other
filings required to be filed by it under the Exchange Act, the Securities Act or
any other Federal, foreign or Blue Sky or related laws relating to the
transactions contemplated by this Agreement (the “Other Filings”). Each of the
Seller and Purchaser will notify the other promptly upon the receipt of any (i)
comments from the SEC or its staff or any other government officials, (ii)
notice that the S-4 has become effective, (iii) the issuance of any stop order,
or (iv) request by the SEC or its staff or any other government officials for
amendments or supplements to the S-4, the Joint Proxy Statement/Prospectus or
any Other Filing or for additional information and, except as may be prohibited
by any Governmental Entity, will supply the other with copies of all
correspondence between such party or any of its representatives, on the one
hand, and the SEC or its staff or any other government officials, on the other
hand, with respect to the S-4, the Joint Proxy Statement/Prospectus, the
Agreement or any Other Filing.  Each of the Seller and Purchaser will
cause all documents that it is responsible for filing with the SEC or other
regulatory authorities under this Section 6.1(b) to comply in all material
respects with all applicable requirements of law and the rules and regulations
promulgated thereunder.”

    


    17.           Section
6.1(c) of the Purchase Agreement shall be shall be deleted in its entirety and
replaced with the following which shall be inserted in lieu
thereof:

    


    “(c)           Each
of Seller and the Purchaser shall promptly inform the others of any event which
is required to be set forth in an amendment or supplement to the Joint Proxy
Statement/Prospectus, the S-4 or any Other Filing and each of Seller and the
Purchaser shall amend or supplement the Joint Proxy Statement/Prospectus to the
extent required by law to do so. No amendment or supplement to the Joint Proxy
Statement/Prospectus or the S-4 shall be made without the approval of Seller,
which approval shall not be unreasonably withheld or delayed. Each of the
parties hereto shall advise the other parties hereto, promptly after it receives
notice thereof, of the time when the S-4 has become effective or any supplement
or amendment has been filed, of the issuance of any stop order, or of any
request by the SEC for an amendment of the Joint Proxy Statement/Prospectus or
the S-4 or comments thereon and responses thereto or requests by the SEC for
additional information.”

    


    18.           Section
7.1(f) of the Purchase Agreement shall be shall be deleted in its entirety and
replaced with the following which shall be inserted in lieu
thereof:

    


    “(f)           Reserved.”

     

    
      
         

      

      
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    19.           Section
8.1(a) of the Purchase Agreement shall be shall be deleted in its entirety and
replaced with the following which shall be inserted in lieu
thereof:

    


    “(a)           Reserved.”

    


    20.          
  Section 8.2(a) of the Purchase Agreement shall be shall be deleted in its
entirety and replaced with the following which shall be inserted in lieu
thereof:

    


    “(a)           the
Preferred Stock (provided that the Preferred Stock may be delivered within three
(3) business days of the Closing Date; provided, however, if the Preferred Stock
is not delivered at Closing, the Purchaser shall deliver irrevocable
instructions to the Purchaser’s Transfer Agent to deliver the Preferred Stock as
required under this Agreement);”

    


    21.           Exhibit
B to the Purchase Agreement shall be deleted in its entirety and replaced with
the following which shall be inserted in lieu thereof:

    


    “Exhibit
B Reserved”

    


    22.           Schedule
1.1 to the Purchase Agreement shall be deleted in its entirety and replaced with
the following which shall be inserted in lieu thereof:

    


    “Schedule
1.1 Reserved”

       

    23.           Full Force and
Effect.  Except as modified herein, the terms of the Purchase
Agreement shall continue in full force and effect.

    


    24.           Counterparts.  This
Amendment may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and shall be binding upon all
parties, their successors and assigns, and all of which taken together shall
constitute one and the same Amendment.  A signature delivered by
facsimile shall constitute an original.

     

    25.           Governing
Law.  This Amendment shall be governed in accordance with the
laws of the State of New York, without reference to the conflict or choice of
laws principles thereof.

    


    **************************************************************************************

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the parties have caused their duly authorized representatives
to execute this Amendment on their behalf as of the date first above
written.

     

    
      
        
          	 	OMNIRELIANT
      HOLDINGS, INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/
      Paul Morrison	 
	 	 	Paul
      Morrison	 
	 	 	Chief
      Executive Officer	 


        

      

    

     

    
      	 	OMNIRELIANT
      ACQUISITION SUB, INC.	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/
      Paul Morrison	 
	 	 	Paul
      Morrison	 
	 	 	Chief
      Executive Officer	 


    

     

    
      	 	ABAZIAS.COM,
      INC.	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/
      Oscar Rodriguez	 
	 	 	Oscar
      Rodriguez	 
	 	 	Chief
      Executive Officer	 


    

     

    
      	 	ABAZIAS,
      INC. a Delaware corporation	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Oscar Rodriguez	 
	 	 	Oscar
      Rodriguez	 
	 	 	Chief
      Executive Officer	 


    

     

    
      	 	ABAZIAS,
      INC. a Nevada corporation	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Oscar Rodriguez	 
	 	 	Oscar
      Rodriguez	 
	 	 	Chief
      Executive Officer	 


    

     

    
      
         

      

      
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