EXHIBIT
10.02





Letter
Agreement between Net Talk.com, Inc. and OmniReliant Holdings, Inc. dated June
25, 2009.









NET
TALK.COM, INC.


1100 NW
163rd Drive,
Suite 3


N. Miami
Beach, Florida 33169









June 25,
2009









Gentlemen:




Reference
is hereby made to that certain Marketing and Distribution Agreement dated
effective March 13, 2009 (the “Marketing
Agreement”), by and among OmniReliant Corporation, a Florida corporation
(“ORI”) and Net
Talk.com, Inc. (“NTI”), a Florida
corporation. As referenced in the Marketing Agreement, ORI agreed to provide
certain marketing and distribution services to NTI in exchange for the
consideration identified in the Marketing Agreement. Shortly after the parties
executed the Marketing Agreement, the parties orally amended the section
entitled “Special Terms and Conditions” to defer NTI’s obligation to issue
1,000,000 shares of NTI common stock (the “Common Stock”) to ORI until such time
as the infomercial was produced and approved jointly by the parties The purpose
of this letter is to memorialize the foregoing oral agreement and to further
memorialize the parties’ joint approval of the infomercial. Accordingly, NTI
shall execute Irrevocable Transfer Agent Instructions in the form attached
hereto as Exhibit
A and deliver the same to Fidelity Transfer authorizing the issuance of
the Common Stock.






Very
      truly yours,NET
      TALK.COM, INC.By:
                      /s/ Anastasios
      KyriakidesAnastasios
      KyriakidesChief
      Executive Officer




If
      the foregoing is acceptable, please sign below where indicated.ACKNOWLEDGED
      AND AGREED:OMNIRELIANT
      CORPORATIONBy:
                                                        /s/
      Paul MorrisonPaul
      MorrisonChief
      Executive Officer










IRREVOCABLE
TRANSFER AGENT INSTRUCTIONS
 
 June 25,
2009
 
 VIA ELECTRONIC
MAIL
 
 Fidelity
Transfer Company
 8915 S 700
E., Suite 102
 Sandy,
Utah 84070
 Attention:
Kevin Kopaunik
 
 Re:       Net
Talk.com, Inc.
 
 Ladies and
Gentlemen:
 
 This
letter shall serve as our irrevocable authorization and direction to Fidelity
Transfer Company (the “Transfer Agent”) to
issue the following shares of common stock, par value $0.001 per share (the
“Common Stock”
of Net Talk.com, Inc., a Florida corporation (the “Company”):
 
 Issue Date
                      Holder
                      Number of Shares
                      StatusJune
      25, 2009
                      OmniReliant
      Corporation
                      1,000,000
                      Unregistered
  
 The shares
are being issued pursuant to the Marketing and Distribution Agreement by and
between the Company and OmniReliant Corporation dated effective as of March l3
2009, as amended, whereby the Company has agreed to issue to OmniReliant
Corporation 1,000,000 shares of its Common Stock.
 
 The
original certificate should be forwarded via overnight courier to OmniReliant
Corporation, 14375 Myerlake Circle, Clearwater, Florida 33760, Attn: Paul
Morrison.
 
 Please
send a copy of the certificate to the Company, 1100 NW 163rd Drive,
Suite 3, N. Miami Beach, Florida 33760, Attn: Anastasios Kyriakides.
 
 Please
acknowledge that the shares will be isssued by countersigning this letter and
forwarding copies of the issued certificate representing the Common Stock to the
Company’s legal counsel, Joseph A. Probasco, Bush Ross, P.A., 1801 N. Highland
Avenue, Tampa, Florida 33602 via facsimile at (813) 223- 9620 or via email at
jprobasco@bushross.com.
 
 The
Company hereby confirms to the Transfer Agent that no instructions other than as
contemplated herein will be given to the Transfer Agent by the Company with
respect to the matters referenced herein. The Company hereby authorizes and
directs the Transfer Agent, and the Transfer Agent shall be obligated, to
disregard any contrary instructions received by or on behalf of the
Company.




Very
      truly yours,NET
      TALK.COM, INC.By:
                        /s/ Anastasios
      KyriakidesAnastasios
      KyriakidesChief
      Executive Officer and Secretary
  Acknowledged
      and AgreedFIDELITY
      TRANSFER COMPANYBy:
                                                        /s/
      Kevin KopaunikKevin
      Kopaunik