EX 10.3


    EXHIBIT
      10.3

    


     

     

    Midtown
      Partners & Co., LLC

    4902
      Eisenhower Blvd., Suite 185

    Tampa,
      FL
      33634

    Phone:
      813.885.5744 ♦ Fax:
      813.885.5911

      
        

      

    

     

    PLACEMENT
      AGENT AGREEMENT

    


    This
      agreement (the “Agreement”), made as of this 8th
      day of
      May, 2007, by and between OmniReliant
      Holdings, Inc.,
      a
      Nevada corporation, (the “Company”), with its principal place of business at
      4902 Eisenhower Blvd., Suite 185, Tampa, Fl 33634 and MIDTOWN PARTNERS &
CO., LLC, (the “Placement Agent”, “Midtown” or “Midtown Partners”), a
      Florida limited liability company, with its principal place of business at
      4902
      Eisenhower Blvd., Suite 185, Tampa, Fl 33634, confirms the understanding and
      agreement between the Company and the Placement Agent as follows:

     

    SECTION
      I

    


    The
      Company hereby engages the Placement Agent as the Company’s exclusive placement
      agent in connection with a proposed private placement (the “Offering”) of up to
      four million dollars (US$4,000,000) of the Company’s securities (the
“Financing”). The Offering will be made to solely “accredited investors” (the
“Accredited Investors”), as such term is defined in Rule 501(a) of Regulation D
      (“Regulation D”) promulgated under the United States Securities Act of 1933, as
      amended (the “Securities Act”), pursuant to an exemption from registration under
      applicable federal and state securities laws available under Rule 506 of
      Regulation D and in accordance with the terms of this Agreement. The terms
      and
      conditions of the Financing shall be similar to those terms and provisions
      as
      attached in Exhibit A hereto subject to a final term Sheet to be set
      forth at a later date to be approved by the Company.
      The
      Placement Agent hereby accepts such engagement upon the terms and conditions
      set
      forth in this Agreement. This Agreement shall not give rise to any commitment
      or
      obligation by the Placement Agent to purchase any of the Financing or, except
      as
      set forth herein, to find purchasers for the Financing.

    


    The
      Placement Agent shall provide the following services (the
“Services”):

     

    (a) Advise
      the Company with regard to the size of the Offering and the structure and terms
      of the Financing in light of the current market environment;

    


    (b) Assist
      the Company in identifying and evaluating prospective qualified Accredited
      Investors;

    


    (c) Approach
      such investors on a “best efforts basis” regarding an investment in the Company;
      and

    


    (d) Work
      with
      the Company to develop a negotiating strategy and assist with the negotiations
      with such potential investors.

    


    In
      connection with the Placement Agent providing the Services, the Company agrees
      to keep the Placement Agent up to date and apprised of all material business,
      market and legal developments related to the Company and its operations and
      management. The Placement Agent shall devote such time and effort, as it deems
      commercially reasonable under the circumstances in rendering the Services.
      The
      Placement Agent shall not provide any work that is in the ordinary purview
      of a
      certified public accountant. The


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Placement
      Agent cannot guarantee results on behalf of the Company, but shall pursue all
      avenues that it deems reasonable through its network of contacts. 

     

    SECTION
      II

    


    The
      Placement Agent, its affiliates and any person acting on its or their behalf
      hereby represent, warrant and agree as follows (the “Placement Agent
      Parties”):

    


    (a)
       The
      Financing offered and sold by the Placement Agent have been and will be offered
      and sold in compliance with all federal and state securities laws and
      regulations governing the registration and conduct of broker-dealers, and each
      Placement Agent Party making an offer or sale of Financing was or will be,
      at
      the time of any such offer or sale, registered as a broker-dealer pursuant
      to
      Section 15(b) of the United States Securities Exchange Act of 1934, as amended
      (the “Exchange Act”), and under the laws of each applicable state of the United
      States (unless exempted from the respective state’s broker-dealer registration
      requirements), and in good standing with the National Association of Securities
      Dealers, Inc.

    


    (b) The
      Financing offered and sold by the Placement Agent have been and will be offered
      and sold only to Accredited Investors in accordance with Rule 506 of Regulation
      D and applicable state securities laws; provided, however, the Company shall
      make all necessary filings under Rule 503 of Regulation D and such similar
      notice filings under applicable state securities laws. The Placement Agent
      Parties represent and warrant that they have reasonable grounds to believe
      and
      do believe that each person to whom a sale, offer or solicitation of an offer
      to
      purchase Financing was or will be made was and is an Accredited Investor. Prior
      to the sale and delivery of a Debenture to any such investor, the Placement
      Agent Parties will obtain an executed subscription agreement and an executed
      investors’ rights agreement in the form agreed upon by the Company and the
      Placement Agent (the “Subscription Documents”).

    


    (c) In
      connection with the offers and sales of the Financing, the Placement Agent
      Parties have not and will not 

    


    (1)
       Offer
      or
      sell, or solicit any offer to buy, any Financing by any form of “general
      solicitation” or “general advertising”, as such terms are used in Regulation D,
      or in any manner involving a public offering within the meaning of Section
      4(2)
      of the Securities Act; 

    


    (2)
       Use
      any
      written material other than the term sheet, that will be approved by the Company
      at a later date, and the Placement Agent, a copy of which is attached hereto
      as
Exhibit
      A,
      and the
      Subscription Documents, and shall only rely upon and communicate information
      that is publicly available regarding the Company to any potential investors
      (without limiting the foregoing, none of the Placement Agent Parties is
      authorized to make any representation or warranty to any offeree concerning
      the
      Company or an investment in the Financing); or 

    


    (3)
       Take
      any
      action that would constitute a violation of Regulation M under the Exchange
      Act.

    


    (d) The
      Placement Agent shall cause each affiliate or each party acting on its or their
      behalf with whom they enter into contractual arrangements relating to the offer
      and sale of any Financing to agree, for the benefit of the Company, to the
      same
      provisions contained in this Agreement.

     

    SECTION
      III

    


    During
      the Term (as defined below), the Placement Agent is hereby retained by the
      Company to make limited introductions on a best efforts basis to provide
      financing for the Company in an amount and form to be mutually determined by
      the
      Company and the Placement Agent. 

     

    SECTION
      IV

    


    The
      Company hereby represents, warrants and agrees as follows:

     

    (a) This
      Agreement has been authorized, executed and delivered by the Company and, when
      executed by the Placement Agent will constitute the valid and binding agreement
      of the Company


    
      
         

      

      
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    enforceable
      against the Company in accordance with its terms, except as enforcement thereof
      may be limited by bankruptcy, insolvency or reorganization, moratorium or other
      similar laws relating to or affecting creditors’ rights generally or by general
      equitable principles. 

    


    (b)
       The
      offer
      and sale of the Financing, the Shares, and the Warrants shall be exempt from
      registration under the Securities Act, and will comply, in all material respects
      with the requirements of Rule 506 of Regulation D promulgated under the
      Securities Act and any applicable state securities laws. No documents prepared
      by the Company in connection with the Offering, or any amendment or supplement
      thereto, contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading. 

    


    (c)
       The
      financial statements, audited and unaudited (including the notes thereto),
      included in the Company’s latest annual information form and subsequent
      quarterly reports (the “Financial Statements”), present fairly the financial
      position of the Company as of the dates indicated and the results of operations
      and cash flows of the Company for the periods specified. Such Financial
      Statements have been prepared in conformity with generally accepted accounting
      principles applied on a consistent basis throughout the periods involved except
      as otherwise stated therein. 

    


    (d)
       No
      federal, state or foreign governmental agency has issued any order preventing
      or
      suspending the Offering. 

    


    (e)
       The
      Company is a Nevada corporation organized, existing and with active status
      under
      the laws of Nevada, with corporate power and authority under such laws to own,
      lease and operate its properties and conduct its business as now conducted.
      The
      Company has all power, authority, authorization and approvals as may be required
      to enter into this Agreement and each of the Subscription Documents, and to
      carry out the provisions and conditions hereof and thereof, and to issue and
      sell the Financing, the Shares, and Warrants. 

    


    (f)
       The
      Financing, the Shares, the Warrants, and common shares issuable upon exercise
      of
      the Warrants (the “Warrant Shares”), have all been authorized for issuance and
      sale pursuant to the Subscription Documents, and when issued and delivered
      by
      the Company against payment therefore in accordance with the terms of the
      Subscription Documents, will be validly issued and fully paid and
      non-assessable.

    


    (g) With
      the
      exception of any approvals required by the Securities and Exchange Commission
      related to the Offering, no further approval or authorization of any shareholder
      of the Company, its Board of Directors or other person or group is required
      for
      the issuance and sale of the Financing, the Shares, the Warrants or the Warrant
      Shares. 

    


    (h)
       Since
      the
      latest unaudited financial statements there has not been any (A) material
      adverse change in the business, properties, assets, rights, operations,
      condition (financial or otherwise) or prospects of the Company, (B) transaction
      that is material to the Company, except transactions in the ordinary course
      of
      business, (C) obligation that is material to the Company, direct or contingent,
      incurred by the Company, except obligations incurred in the ordinary course
      of
      business, (D) change that is material to the Company or in the common shares
      or
      outstanding indebtedness of the Company, or (E) dividend or distribution of
      any
      kind declared, paid, or made in respect of the common shares. 

     

    SECTION
      V

    


    The
      parties agree that the close of the Offering (the “Closing”) shall be subject to
      the satisfaction of the following conditions, unless expressly waived in writing
      by the parties:

    


    (a) The
      Offering shall not be subject to any regulatory or judicial proceeding
      questioning or reviewing its effectiveness for the purpose of offering the
      Financing for sale and issuance. 

    


    (b) The
      Company shall deliver a certificate of an officer of the Company dated as of
      the
      Closing that affirms the accuracy of the representations and warranties
      contained in Section IV hereof.


    
      
         

      

      
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    (c) 
      The
      Agent shall have received an opinion of counsel to the Company, dated as of
      the
      Closing, that the Financing offered and sold in compliance with this Agreement
      are not required to be registered under the Securities Act.

    


    (d)
       The
      Company shall have paid, or made arrangements satisfactory to the Agent for
      the
      payment of, all such expenses as required by Section VIII below.

    


    (e) The
      Placement Agent and the Company shall have finalized and agreed to the form
      of
      the warrant agreement and registration rights agreement referred to in Section
      VIII below.

     

    SECTION
      VI

    


    (a) The
      term
      of this Agreement shall commence on the date first written above and shall
      expire the earlier of one (1) year after the date the Company (1) provides
      the
      Placement Agent with requested due diligence materials and (2) the Company
      and
      the Placement Agent mutually agree that information documents (including, but
      not limited to: a business plan; executive summary; three-year historical income
      statement, statement of cash flows, and balance sheet; five-year projected
      financial statements; use of proceeds statement; investor presentation;
      valuation analysis), to be provided and approved by the Company, are ready
      for
      presentation to the Placement Agent’s network of potential financing sources or
      the closing of the Offering, unless terminated in accordance with the provisions
      set forth below, or extended by the mutual written consent of the parties hereto
      (the “Term”). This Agreement may be terminated only:

    


    (1) By
      the
      Placement Agent for any reason at any time upon thirty (30) days’ prior written
      notice; or

    


    (2) By
      the
      Placement Agent upon default in the payment of any amounts due to the Placement
      Agent pursuant to this Agreement, if such default continues for more than
      fifteen (15) days following receipt by the Company from the Placement Agent
      of
      written notice of such default and demand for payment. 

    


    (a)
      In
      the event of termination, the Placement Agent shall be immediately paid in
      full
      on all items of compensation and expenses (including any amounts deferred)
      payable to the Placement Agent pursuant hereto, as of the date of
      termination.

    


    (b)
      The
      Placement Agent Fee or Financing Fee shall become due and payable to PLACEMENT
      AGENT upon the date that the Company receives the proceeds of the financing
      from
      the party providing the financing. A Placement Agent Fee shall also be payable
      with respect to any Qualified Offering or any subsequent Qualified Financing
      accepted and received by Company within twelve (12) months after the termination
      or expiration of this Agreement, by any party or source of funding introduced
      or
      facilitated by PLACEMENT AGENT to Company; or

     

    (3) By
      the
      Company or the Placement Agent for any reason at any time upon fifteen (15)
      days’ prior written notice after the completion of the initial Term;
      or

    


    (4) By
      mutual
      agreement of the parties.

     

    SECTION
      VII

    


    At
      any
      time during the twelve (12) months following the termination of this Agreement,
      the Placement Agent shall be entitled to the compensation and fees as set forth
      in Section VIII of this Agreement for any Qualified Financing (as defined below)
      received by the Company. “Qualified Financing” shall mean an investment from a
      person after the termination of this Agreement that directly results from the
      Placement Agent’s performance of the Services hereunder during the Term of this
      Agreement (for the avoidance of doubt this shall mean any solicitation of a
      potential investor or an introduction of a potential investor to the Company
      by
      the Placement Agent related to the Offering during the Term of this Agreement).
      The Placement Agent agrees to provide to the Company within ten (10) days after
      the termination of this Agreement (the “Delivery Deadline”) a list of all
      persons solicited on behalf of the Company or introduced to the Company by
      the
      Placement Agent related to the Offering (the


    
      
         

      

      
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    “Solicitation
      List”) to assist the parties in making a later determination as to whether a
      Qualified Financing has occurred. If the Solicitation List is not provided
      to
      the Company prior to the expiration of the Delivery Deadline, the Company’s
      obligation to pay any commissions or fees related to a Qualified Financing
      pursuant to this Section VII shall immediately terminate. For purposes of this
      Agreement, receipt of Qualified Financing shall be deemed to be received by
      the
      Company on the date that a definitive agreement regarding the Qualified
      Financing is executed by the Company and the party providing such financing.
      The
      compensation or fees shall become payable to the Placement Agent upon the date
      that the Company receives the proceeds of the Qualified Financing. 

    


    The
      provisions set forth in this Section VII shall survive any termination of this
      Agreement.

     

    SECTION
      VIII

    


    In
      consideration for the performance of the Services hereunder, the Company hereby
      agrees to pay to the Placement Agent such fees (“The Placement Agent Fee or the
      Financing Fee”) as outlined below:

    


    (a) If
      the
      Placement Agent receives subscriptions for Financing as a part of the Offering
      (the “Placement Agent Investors”), the Company shall: 

    


    1)
      Pay to
      the Placement Agent in US dollars via wire from the attorney’s escrow at closing
      an amount equal to ten percent (10%) of the principal amount of the Financing
      purchased by the Placement Agent Investors (the “Financing Fee”), and pay to the
      Placement Agent ten percent (10%) on the execution of any Warrants purchased
      by
      the Investors.

    


    2)
      On
      each closing date of a Financing on which aggregate consideration is paid or
      becomes payable to the Company for its Equity Securities, the Company shall
      issue to the Placement Agent or its permitted assigns warrants (the “Warrants”)
      to purchase such number of shares of the common stock of the Company equal
      to
      ten percent (10%) of the aggregate number of shares of common stock of the
      Company issued and issuable by the Company under and in connection with the
      Financings. The Company shall grant
      to
      the
      Placement Agent all Series of Warrants equal to ten percent (10%) of
      the
      number of Warrants
      issued
      to
      the
      Placement Agent Investors.
      The
      number of shares of common stock issuable upon exercise of the Warrants shall
      include all shares of common stock issuable under the Securities, including,
      without limitation, shares issuable upon conversion or exercise of the
      Securities. The Warrants shall have a ten (10) year term and shall provide
      for
      cashless exercise (even if the Purchasers do not have such right) and have
      terms
      and conditions identical to the Securities purchased by the Purchasers,
      including, without limitation, anti-dilution and full ratchet provisions to
      take
      into account any issuance of additional shares of common stock as a result
      of an
      adjustment to the Securities or the shares of common stock underlying the
      Securities. The Warrants shall be exercisable after the date of issuance and
      shall expire ten (10) years after the date of issuance, unless otherwise
      extended by the Company. The Warrants shall include anti-dilution protection,
      including protection against issuances of securities at prices (or with exercise
      prices, in the case of warrants, options or rights) below the exercise price
      of
      the Warrants. The Warrants shall not be callable or redeemable. The Warrants
      shall also include one demand registration right exercisable following the
      first
      anniversary of the closing, and piggyback registration rights. The Warrants
      shall be transferable within MIDTOWN PARTNERS, at the Placement Agent’s
      discretion.

    


    3)
      An
      escrow with a third party agent approved by the parties hereto will be used
      for
      each closing to which the Placement Agent shall be a party. All consideration
      due the Placement Agent shall be paid to the Placement Agent directly there
      from.

    


    4)
      Cause
      its affiliates to, pay to the Placement Agent all compensation described in
      this
      Section VIII with respect to all Securities sold to a purchaser or purchasers
      at
      any time prior to the expiration of thirty-six (36) months after the expiration
      of this Agreement (the “Tail Period”) if (i) such purchaser or purchasers were
      identified to the Company by the Placement Agent during the Term authorized,
      (ii) the Placement Agent advised the Company with respect to such purchaser
      or
      purchasers during the Term authorized or (iii) the Company or the Placement
      Agent had discussions with such purchaser or purchasers during the Term
      authorized.

    


    5)
      The
      Company also agrees to pay for the legal and due diligence fees outlined in
      the
      attached term sheet and such fees shall not exceed $25,000.


    
      
         

      

      
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    (b) It
      is
      acknowledged and agreed that the Company shall bear all costs and expenses
      incident to the issuance, offer, sale and delivery of the Financing. These
      costs
      and expenses will include but are not limited to state “Blue Sky” fees, legal
      fees, printing costs, travel costs, mailing, couriers, personal background
      checks, and other expenses incidental to the advancement and completion of
      the
      Offering. Full payment of Placement Agent’s expenses shall be made in same day
      funds at the Closing or, if the Offering is terminated for any reason, within
      ten (10) days of receipt by the Company of a written request from the Placement
      Agent for reimbursement of expenses, including documentation therefore
      satisfactory to the Company. 

     

    (c)
       Subject
      to the other requirements set forth in this Agreement, the Placement Agent
      may
      introduce investors to the Offering directly or through other NASD member
      broker-dealers. If the Placement Agent utilizes any intermediaries, the
      Placement Agent shall be the Company’s point of contact, not the intermediary,
      and the Placement Agent, not the Company, shall be responsible for any
      compensation arrangement with the intermediary. The Company’s sole compensation
      arrangement, responsibility and obligation are with the Placement Agent. The
      Placement Agent will disclose the identity and compensation arrangements with
      all of its intermediaries in order to allow the Company to adequately disclose
      such arrangements, where necessary.

     

    SECTION
      IX

    


    The
      Company agrees to indemnify the Placement Agent and hold it harmless against
      any
      losses, claims, damages or liabilities incurred by the Placement Agent, in
      connection with, or relating in any manner, directly or indirectly, to the
      Placement Agent rendering the Services in accordance with the Agreement, unless
      it is determined by a court of competent jurisdiction that such losses, claims,
      damages or liabilities arose out of the Placement Agent’s breach of this
      Agreement, sole negligence, gross negligence, willful misconduct, dishonesty,
      fraud or violation of any applicable law. Additionally, the Company agrees
      to
      reimburse the Placement Agent immediately for any and all expenses, including,
      without limitation, attorney fees, incurred by the Placement Agent in connection
      with investigating, preparing to defend or defending, or otherwise being
      involved in, any lawsuits, claims or other proceedings arising out of or in
      connection with or relating in any manner, directly or indirectly, to the
      rendering of any Services by the Placement Agent in accordance with the
      Agreement (as defendant, nonparty, or in any other capacity other than as a
      plaintiff, including, without limitation, as a party in an interpleader action);
      provided, however, that in the event a determination is made by a court of
      competent jurisdiction that the losses, claims, damages or liability arose
      primarily out of the Placement Agent’s breach of this Agreement, sole
      negligence, gross negligence, willful misconduct, dishonesty, fraud or any
      violation of any applicable law, the Placement Agent will remit to the Company
      any amounts for which it had been reimbursed under this paragraph. The Company
      further agrees that the indemnification and reimbursement commitments set forth
      in this paragraph shall extend to any controlling person, strategic alliance,
      partner, member, shareholder, director, officer, employee, agent or
      subcontractor of the Placement Agent and their heirs, legal representatives,
      successors and assigns. The provisions set forth in this Section IX shall
      survive any termination of this Agreement.

     

    SECTION
      X

    


    All
      notices, demands or other communications given hereunder shall be in writing
      and
      shall be deemed to have been duly given when delivered in person or transmitted
      by facsimile transmission or the fifth calendar day after being mailed by
      registered or certified mail, return receipt requested, postage prepaid, to
      the
      addresses herein above first mentioned or to such other address as any party
      hereto shall designate to the other for such purpose manner herein set
      forth.

     

    SECTION
      XI

    


    Governing
      Law.
      The
      subject matter of this Agreement shall be governed by and construed in
      accordance with the laws of the State of Florida (without reference to its
      choice of law principles), and to the exclusion of the law of any other forum,
      without regard to the jurisdiction in which any action or special proceeding
      may
      be instituted. EACH PARTY HERETO AGREES TO SUBMIT TO THE PERSONAL JURISDICTION
      AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED IN


    
      
         

      

      
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    HILLSBOURGH
      COUNTY, FLORIDA FOR RESOLUTION OF ALL DISPUTES ARISING OUT OF, IN CONNECTION
      WITH, OR BY REASON OF THE INTERPRETATION, CONSTRUCTION, AND ENFORCEMENT OF
      THIS
      AGREEMENT, AND HEREBY WAIVES THE CLAIM OR DEFENSE THEREIN THAT SUCH COURTS
      CONSTITUTE AN INCONVENIENT FORUM. AS A MATERIAL INDUCEMENT FOR THIS AGREEMENT,
      EACH PARTY SPECIFICALLY WAIVES THE RIGHT TO TRIAL BY JURY OF ANY ISSUES SO
      TRIABLE. If it becomes necessary for any party to institute legal action to
      enforce the terms and conditions of this Agreement, the prevailing party may
      be
      awarded reasonable attorneys fees, expenses and costs.

    


    Confidentiality.
      The
      Placement Agent may acquire certain non-public information respecting the
      business of the Company in connection with the performance of services
      hereunder, including information, which is reasonably understood to be
      proprietary or confidential in nature (collectively, “Confidential
      Information”). The Placement Agent hereby agrees that all Confidential
      Information shall be kept strictly confidential by the Placement Agent and
      its
      affiliates, members, partners, shareholders, managers, directors, officers,
      employees, advisors, agents, and controlling persons (collectively,
“Representatives”), except that Confidential Information or portions thereof may
      be disclosed to Representatives who need to know such information for the
      purpose of enabling the Placement Agent to perform services hereunder (it being
      understood that prior to such disclosure, such Representative will be informed
      by the Placement Agent of the confidential nature of such Confidential
      Information and shall agree to be bound by this Agreement). The Placement Agent
      shall be responsible for any breach of this provision by any of its
      Representatives. For purposes hereof, Confidential Information shall not include
      any information which (i) at the time of disclosure or thereafter is or becomes
      generally known by the public (other than as a result of its disclosure by
      the
      Placement Agent or its Representatives), (ii) was or becomes available to the
      Placement Agent on a non-confidential basis from a person who is not subject
      to
      a confidentiality agreement concerning that information, or (iii) is required
      by
      law to be disclosed by the Placement Agent (provided that if such disclosure
      is
      required by order of a court or administrative agency, the Placement Agent
      shall
      notify the Company as soon as possible so that the Company may seek a protective
      order). 

    


    Assignments
      and Binding
      Effect.
      This
      Agreement shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and permitted assigns. The rights and obligations
      of
      the parties under this Agreement may not be assigned or delegated without the
      prior written consent of both parties, and any purported assignment without
      such
      written consent shall be null and void. 

    


    Modification
      and Waiver.
      Only an
      instrument in writing executed by the parties hereto may amend this Agreement.
      The failure of any party to insist upon strict performance of any of the
      provisions of this Agreement shall not be construed as a waiver of any
      subsequent default of the same or similar nature, or any other nature.


    


    Construction.
      The
      captions used in this Agreement are provided for convenience only and shall
      not
      affect the meaning or interpretation of any provision of this
      Agreement.

    


    Facsimile
      Signatures.
      Facsimile transmission of any signed original document, and re-transmission
      of
      any signed facsimile transmission, shall be the same as delivery of an original.
      At the request of either party, the parties shall confirm facsimile transmitted
      signatures by signing an original document. This Agreement may be executed
      in
      one or more counterparts, each of which shall be deemed an original and all
      of
      which taken together shall constitute one and the same agreement. 


    


    Severability.
      If any
      provision of this Agreement shall be invalid or unenforceable in any respect
      for
      any reason, the validity and enforceability of any such provision in any other
      respect, and of the remaining provisions of this Agreement, shall not be in
      any
      way impaired.

    


    Exclusive.
      Midtown
      acknowledges and agrees that it is being granted exclusive rights with respect
      to the Services to be provided to the Company and the Company is not free to
      engage other parties to provide services similar to those being provided by
      Midtown hereunder without the prior written consent of Midtown. 

    


    Non-Circumvention.
      The
      Company hereby irrevocably agrees not to circumvent, avoid, bypass, or obviate,
      directly or indirectly, the intent of this Agreement. The Company agrees not
      to
      accept any business opportunity from any third party to whom PLACEMENT AGENT
      introduces to the Company


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    


    without
      the consent of PLACEMENT AGENT, unless for each business opportunity accepted
      by
      the Company from a third party introduced by PLACEMENT AGENT, the Company remits
      a term sheet and then a contract which defines a mutually agreeable compensation
      structure for PLACEMENT AGENT. In addition, the Company shall not work with,
      negotiate with or enter into any equity linked financing whatsoever with any
      Investor, Consultant or Placement Agent without Midtown’s prior written consent.
      If the Company raises capital through in any equity offering or sale or equity
      linked instrument while engaged with Midtown as the exclusive Placement Agent,
      the Company shall pay to Midtown all of its fees in Section VIII, even if the
      Placement Agent has provided no assistance whatsoever in raising such
      capital.

    


    Survivability.
      Neither
      the termination of this Agreement nor the completion of any services to be
      provided by the Placement Agent hereunder, shall affect the provisions of this
      Agreement that shall remain operative and in full force and effect.


    


    Entire
      Agreement.
      This
      Agreement constitutes the entire agreement and understanding of the parties
      hereto with respect to the subject matter of this Agreement and supersedes
      all
      prior understandings and agreements, whether written or oral, among the parties
      with respect to such subject matter. 

    


    If
      the
      foregoing correctly sets forth the understanding between the Placement Agent
      and
      the Company, please so indicate in the space provided below for that purpose
      within 10 days of the date hereof or this Agreement shall be withdrawn and
      become null and void. The undersigned parties hereto have caused this Agreement
      to be duly executed by their authorized representatives, pursuant to corporate
      board approval and intend to be legally bound.

     

    
      
        	
                OMNIRELIANT
                  HOLDINGS, INC.

              	
                MIDTOWN
                  PARTNERS & CO., LLC.

              
	 	 
	
              	 
	
                By: 
                  _____________________________ 

              	
                By: 
                  ____________________________

              
	
                Chris
                  D. Phillips, President

              	
                Bruce
                  Jordan, President

              


      

    

     

    
      
         

      

        -8-