ASSIGNMENT OF GUABER
AGREEMENT
THIS AGREEMENT
(the "Agreement"), is dated as of November 10, 2006 by and between
OmniReliant Corp., a Florida Corporation (the "Company" or
"OmniReliant") and Reliant International Media, LLC., a Florida
limited liability Corporation ("Reliant").
WHEREAS,
Reliant has entered into an International Marketing and
Distribution Agreement dated September 25, 2006 (the "Guaber
Agreement") with Guaber S.p.A ("Guaber") to develop and market SPA
in a Can.
WHEREAS,
Reliant wishes to assign its interest in the Guaber Agreement to
OmniReliant.
WHEREAS,
OmniReliant wishes to assume the Guaber Agreement from
Reliant;
NOW, THEREFORE,
in consideration of the mutual covenants, representations,
warranties and agreements herein contained, the parties hereto
agree as follows
FOR GOOD AND
VALUABLE CONSIDERATION, OmniReliant agrees to assume the Guaber
Agreement.
OmniReliant
hereby warrants that it has received a copy of the Guaber
Agreement, that it is aware of all the terms and conditions
therein, and that it agrees to assume said agreement and hold
harmless Reliant of any claims.
OmniReliant
hereby assumes and agrees to perform all of the remaining and
executory obligations of Reliant under the Guaber Agreement with
Guaber, including any payments as prescribed in the Guaber
Agreement.
DISPUTE
RESOLUTION
Arbitration . Any controversy or claim arising out of or
relating to this Agreement, or any breach thereof, having not been
cured within the time prescribed herein , arising out of or
relating to the relationship between Reliant (including any of its
parents, subsidiaries, officers, employees, affiliates, agents, and
representatives, and the officers and employees of all such
entitles) and OmniReliant (including any of its parents,
subsidiaries, officers, employees, agents or affiliates, and the
officers and employees of all such entities) including, without
limitation, any claim that any terms in this Agreement are
unenforceable or otherwise avoidable, shall be submitted to binding
arbitration and shall be determined in accordance with the rules of
the American Arbitration Association. Such Arbitration shall be
conducted in English before a sole arbitrator who shall
