AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

OMNIRELIANT HOLDINGS, INC.,

OMNIRELIANT ACQUISITION SUB, INC.,

ABAZIAS.COM, INC.,

ABAZIAS, INC., a Delaware corporation

AND

ABAZIAS, INC., a Nevada corporation

Dated April 29, 2009

TABLE OF CONTENTS

AGREEMENT AND PLAN OF MERGER (hereinafter referred to as the “Agreement”) is dated as of April 29, 2009  by and among OMNIRELIANT HOLDINGS, INC., a corporation existing under the laws of Nevada (the “Parent”) OMNIRELIANT ACQUISITION SUB, INC., a corporation existing under the laws of Nevada and a wholly owned subsidiary of Parent (“Merger Sub”),   ABAZIAS, INC. a corporation existing under the laws of Delaware (“Abazias-DE”),  ABAZIAS, INC., a Nevada corporation and a wholly owned subsidiary of Abazias-DE (Abazias-NV), ABAZIAS.COM, INC., a corporation existing under the laws of Nevada and a wholly owned subsidiary of Abazias-NV (“Abazias.com”, together with Abazias-DE, and Abazias-NV shall be collectively referred to herein as the “Target”).

WHEREAS, pursuant to the Stock Purchase Agreement by and among Parent, Abazias-NV and Abazias.com, dated December 3, 2008 (the “Stock Purchase Agreement”) and the Amended Stock Purchase Agreement by and among Parent, Merger Sub, Abazias-DE, Abazias-NV, and Abazias.com, Inc., dated February 5, 2009, (the “Amended Stock Purchase Agreement”)(collectively the Stock Purchase Agreement and the Amended Stock Purchase Agreement shall be referred to herein as the “Purchase Agreements”), Parent, Merger Sub and Abazias-DE unanimously approved and declared advisable the acquisition of the Target by Parent  by means of the merger of Abazias-DE upon the terms and subject to the conditions set forth therein;

WHEREAS, the parties hereto desire to enter into this Agreement to supersede the Purchase Agreements, as more particularly set forth below;

                       WHEREAS, the board of directors of each of Parent, Merger Sub and Abazias-DE has unanimously approved and declared advisable the acquisition of the Target by Parent  by means of the merger of Abazias-DE 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, and any successor statute (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:

1.1            The Merger

                (a)         Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Abazias-DE and Merger Sub shall consummate a merger (the " Merger ") pursuant to which (i) Abazias-DE shall be merged with and into Merger Sub and the separate corporate existence of Abazias-DE 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.

1.3            Directors and Officers of the Surviving Corporation .  The directors of Abazias-DE immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of Abazias-DE 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 Abazias-DE 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.

2.1            Conversion of Abazias-DE 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 Abazias-DE (“Abazias-DE 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.  At all times, both before and after the Merger, One Hundred Percent (100%) of Merger Sub’s common stock will be owned by Parent.

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

(c)         Each outstanding Abazias-DE Share, (other than Abazias-DE 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 Abazias-DE 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 Abazias-DE Shares, evidence of such Abazias-DE Shares in book-entry form) which immediately prior to the Effective Time represented any such Abazias-DE 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 Abazias-DE 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.

(d)          Dissenting Shares .

(i)           Abazias-DE 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 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)           Abazias-DE shall give Parent (A) prompt notice of any notice received by Abazias-DE 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.  Abazias-DE shall not, except with the prior written consent of Parent 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.

 (a)           The Merger Consideration, consisting of the total purchase price payable to the shareholders of Abazias-DE in connection with the acquisition by merger of Abazias-DE, shall be delivered and shall consist exclusively of 13,001,000 newly issued shares of Series E Zero Coupon Convertible Preferred Stock, of Parent (the "Preferred Stock").  The Preferred Stock shall be convertible into shares of common stock of Parent 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 Abazias-DE’s stockholders in the proportion of their share ownership of the outstanding shares of Abazias-DE 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 Parent 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)            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 Abazias-DE shall be closed, and there shall be no further registration of transfers on the share transfer books of the Surviving Corporation of Abazias-DE 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.

(c)             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 Abazias-DE 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 Parent one additional share of Preferred Stock.

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 Target and the Parent may designate (the “Closing Date”).

3.2            Termination of Agreement .

 This Agreement may be terminated prior to the Closing as follows:

(a)           At the election of Target or the Parent on or after June 30, 2009 if the Closing shall not have occurred by the close of business on such date, provided that the terminating party is not in default of any of its obligations hereunder;

(b)           by mutual written consent of the Target and the Parent; or

(c)           by Target or Parent if there shall be in effect a final non-appealable order of a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any adverse determination which is not non-appealable (and pursue such appeal with reasonable diligence).

3.3            Procedure Upon Termination .

In the event of termination and abandonment by Parent or the Target, or both, pursuant to Section 3.2 hereof, written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Shares hereunder shall be abandoned, without further action by the Parent or the Target.  If this Agreement is terminated as provided herein, each party shall redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same.

3.4            Effect of Termination .

With the exception of those items listed in Section 6.6, in the event that this Agreement is validly terminated as provided herein, then each of the parties shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to the Parent or Target; provided, further, however, that nothing in this Section 3.4 shall relieve the Parent or Target of any liability for a breach of this Agreement and/or the confidentiality provisions of the Confidentiality Agreement executed by the parties as of the date of this Agreement (the “Confidentiality Agreement”), which confidentiality provisions shall remain in full force and effect.

For purposes of this Agreement, any statement made to the knowledge of Abazias-DE shall mean the knowledge of Target.  Target shall be deemed to have “knowledge” of a particular fact or other matter if Target is actually aware of such fact or other matter, or should, by reason of his or her position as an owner, director or executive officer of Abazias-DE, reasonably be expected to be aware of such fact or other matter.  Additionally, all representations made by Target in the Note Purchase Agreement dated August 12, 2008 and attached hereto as Exhibit C shall have full force and effect shall be incorporated herein.

The Target hereby represents and warrants to the Parent that:

4.1.           Organization and Good Standing of Abazias-DE .  Abazias-DE is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation as set forth above. Except as otherwise provided herein, Abazias-DE is not required to be qualified to transact business in any other jurisdiction where the failure to so qualify would have a material adverse effect on the business or operations of Abazias-DE (“Material Adverse Affect”).

4.2.           Authority .

(a)           Abazias-DE has full power and authority (corporate and otherwise) to carry on its business and has all permits and licenses that are necessary to the conduct of its business or to the ownership, lease or operation of its properties and assets, except where the failure to have such permits and licenses would not have a Material Adverse Effect.

(b)           The execution of this Agreement and the delivery hereof to the Parent and the sale contemplated herein have been, or will be prior to Closing, duly authorized by Abazias-DE’s Board of Directors and by Abazias-DE’s stockholders having full power and authority to authorize such actions.

(c)           Subject to any consents required under Section 4.7 below, Abazias-DE has the full legal right, power and authority to execute, deliver and carry out the terms and provisions of this Agreement; and this Agreement has been duly and validly executed and delivered on behalf of Target and Abazias-DE and constitutes a valid and binding obligation of each Target and Abazias-DE enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditor’s rights.

(d)           The execution and delivery of this Agreement, the consummation of the transactions herein contemplated, nor compliance with the terms of this Agreement will violate, conflict with, result in a breach of, or constitute a default under any statute, regulation, indenture, mortgage, loan agreement, or other agreement or instrument to which Abazias-DE or Target is a party or by which it or any of them is bound, any charter, regulation, or bylaw provision of Abazias-DE, or any decree, order, or rule of any court or governmental authority or arbitrator that is binding on Abazias-DE or Target in any way, except where such would not have a Material Adverse Effect.

4.3.            Capital Stock .

(a)           Abazias-DE’s authorized capital stock consists of 150,000,000 shares of Common Stock, $0.001 par value per share, of which 3,165,522 shares are issued and outstanding and 1,000,000 shares of Preferred  Stock, $0.001 par value per share, of which no shares are issued and outstanding.  All of the shares are duly authorized, validly issued, fully paid and non-assessable.

(b)           Abazias-NV is the lawful record and beneficial owners of all the Abazias.com 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)           Abazias-DE 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 Abazias-DE, Abazias-NV or Abazias.com are or may become obligated to issue, assign or transfer any shares of capital stock of Abazias-DE, Abazias-NV or Abazias.com, except as set forth in Schedule 4.3.  Those outstanding subscriptions, options, warrants, calls, contracts, demands, commitments, convertible securities or other agreements are being provided for disclosure purposes and will not be acquired by Parent and will be cancelled by Abazias-DE.

4.4.            Basic Corporate Records .  The copies of the Articles of Incorporation of Abazias-DE (certified by the Secretary of State or other authorized official of the jurisdiction of incorporation), and the Bylaws of Abazias-DE, as the case may be (certified as of the date of this Agreement as true, correct and complete by Abazias-DE’s secretary or assistant secretary), all of which have been delivered to the Parent, are true, correct and complete as of the date of this Agreement.

4.5.            Minute Books .  The minute books of Abazias-DE, which shall be exhibited to the Parent between the date hereof and the Closing Date, each contain true, correct and complete minutes and records of all meetings, proceedings and other actions of the shareholders, Boards of Directors and committees of such Boards of Directors of Abazias-DE, if any, except where such would not have a Material Adverse Effect and, on the Closing Date, will, to the best of Target’s knowledge, contain true, correct and complete minutes and records of any meetings, proceedings and other actions of the shareholders and the Board of Directors and committees of such Board of Directors of Abazias-DE.

4.6.            Subsidiaries and Affiliates.   Any and all businesses, entities, enterprises and organizations in which Abazias-DE has any ownership, voting or profit and loss sharing percentage interest (the “Subsidiaries”) as well as any and all businesses, entities, enterprises and organizations which has any ownership, voting or profit and loss sharing percentage interest in Abazias-DE, are identified in Schedule 4.6 hereto, together with the interest therein.  Unless the context requires otherwise or specifically designated to the contrary on Schedule 4.6 hereto, “Abazias-DE” as used in this Agreement shall include all such Subsidiaries and Affiliates.  Except as set forth in Schedule 4.6, Abazias-DE has made no advances to, or investments in, nor owns beneficially or of record, any securities of or other interest in, any business, entity, enterprise or organization, Each entity shown on Schedule 4.6 is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has full corporate power to own all of its property and to carry on its business as it is now being conducted.  Also set forth on Schedule 4.6 is a list of jurisdictions in which each Subsidiary is qualified as a foreign corporation.  Such jurisdictions are the only jurisdictions in which the ownership or leasing of property by each Subsidiary or the conduct of its business requires it to be so qualified.  All of the outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and, except as set forth on Schedule 4.6, are owned, of record and beneficially, by Abazias-DE, and on the Closing Date will be owned by Abazias-DE , free and clear of all liens, encumbrances, equities, options or claims whatsoever.  No Subsidiary has outstanding any other equity securities or securities options, warrants or rights of any kind that are convertible into equity securities of Abazias-DE, except as set forth on Schedule 4.6.  Notwithstanding the above, those equity securities or securities options, warrants or rights of any kind that are convertible into equity securities listed on Schedule 4.6,  shall not be acquired by Parent in the Merger.  After the Closing of the Merger, all  equity securities or securities options, warrants or rights of any kind that are convertible into equity securities listed on Schedule 4.6 shall be cancelled.

4.7.            Consents .  No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other governmental authority or instrumentality (“Governmental Entity”) is required by or with respect to

Abazias-DE in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of a Form S-4 Registration Statement (the “S-4”) with the Securities and Exchange Commission (“SEC”) in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (ii) the filing of the Joint Proxy Statement/Prospectus (as defined in Section 4.8) with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, and (v) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.

(a)  Abazias-DE has filed all forms, reports and documents required to be filed with the SEC since its October 3, 2003 merger with Hunno Technologies, Inc. All such required forms, reports and documents (including those that Abazias-DE may file subsequent to the date hereof) are referred to herein as the “Abazias-DE SEC Reports.” As of their respective dates, Abazias-DE SEC Reports (i) were prepared in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Abazias-DE SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b)          Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in Abazias-DE SEC Reports (the “Abazias-DE Financials”), including any Abazias-DE SEC Reports filed after the date hereof until the Closing, as of their respective dates, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the consolidated financial position of Abazias-DE and its Subsidiaries at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount.  The balance sheet of Abazias-DE as of December 31, 2008, is hereinafter referred to as the “Abazias-DE Balance Sheet Date.”  Except as disclosed in Abazias-DE Financials, neither Abazias-DE nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Abazias-DE and its Subsidiaries taken as a whole, except liabilities (i) provided for in Abazias-DE Balance Sheet, or (ii) incurred since the date of Abazias-DE Balance Sheet in the ordinary course of business consistent with past practices and which would not reasonably be expected to have a Abazias-DE Material Adverse Effect.

4.9             Statements; Joint Proxy Statement/Prospectus .

None of the information supplied or to be supplied by Abazias-DE for inclusion or incorporation by reference in (i) the S-4 will at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the proxy statement/prospectus to be sent to the stockholders of Abazias-DE in connection with the meetings of Abazias-DE’s stockholders and Abazias-DE's stockholders to consider the adoption of this Agreement (collectively the “Abazias-DE Stockholders' Meeting”) (such joint proxy statement/prospectus as amended or supplemented is referred to herein as the “Joint Proxy Statement/Prospectus”) shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to Abazias-DE's stockholders, at the time of Abazias-DE Stockholders' Meeting and at the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for Abazias-DE Stockholders' Meeting which has become false or misleading. The Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Closing Date, any event relating to Abazias-DE or any of its affiliates, officers or directors should be discovered by Abazias-DE which should be set forth in an amendment to the S-4 or a supplement to the Joint Proxy Statement/Prospectus, Abazias-DE shall promptly inform Parent.

4.10            Records and Books of Account .  The records and books of account of Abazias-DE reflect all material items of income and expense and all material assets, liabilities and accruals, have been, and to the Closing Date will be, regularly kept and maintained in conformity with GAAP applied on a consistent basis with preceding years.

4.11            Absence of Undisclosed Liabilities .  Except as and to the extent  disclosed in Schedule 4.11, there are no liabilities or obligations of Abazias-DE of any kind whatsoever exceeding $5,000,  individually or in the aggregate, whether accrued, fixed, absolute, contingent, determined or determinable, and including without limitation (i) liabilities to former, retired or active employees of Abazias-DE under any pension, health and welfare benefit plan, vacation plan or other plan of Abazias-DE, (ii) liabilities to a parent company or subsidiary, (iii) contingent liabilities in the nature of an endorsement, guarantee, indemnity or warranty, and there is no condition, situation or circumstance existing or which has existed that could reasonably be expected to result in any liability of Abazias-DE which is of a nature that would be required to be disclosed on its Financial Statements in accordance with GAAP, other than liabilities and contingent liabilities incurred in the ordinary course of business, none of which is materially adverse to Abazias-DE.

4.12          Taxes .

(a)           For purposes of this Agreement, “Tax” or “Taxes” refers to:  (i) any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes and escheatment payments, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity; (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being or ceasing to be a member of an affiliated, consolidated, combined or unitary group for any period (including, without limitation, any liability under Treas. Reg. Section 1.1502-6 or any comparable provision of foreign, state or local law); and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any other person or as a result of any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

(b)           (i)           Abazias-DE has timely filed all federal, state, local and foreign returns, estimates, information statements and reports (“Tax Returns”) relating to Taxes required to be filed by Abazias-DE with any Tax authority effective through the Closing Date.  All such Returns are true, correct and complete in all respects, except for immaterial amounts where such would not have a Material Adverse Effect.  Abazias-DE has paid all Taxes shown to be due on such Returns.  Except as listed on Schedule 4.12 hereto, Abazias-DE is not currently the beneficiary of any extensions of time within which to file any Returns. Abazias-DE and Abazias-DE have furnished and made available to the Parent complete and accurate copies of all income and other Tax Returns and any amendments thereto filed by Abazias-DE in the last three (3) years.

(ii)           Abazias-DE, as of the Closing Date, will have withheld and accrued or paid to the proper authority all Taxes required to have been withheld and accrued or paid, except for immaterial amounts where such would not have a Material Adverse Effect.

(iii)          Abazias-DE has not been delinquent in the payment of any Tax nor is there any Tax deficiency outstanding or assessed against Abazias-DE.  Abazias-DE has not executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.

(iv)         There is no dispute, claim, or proposed adjustment concerning any Tax liability of Abazias-DE either (A) claimed or raised by any Tax authority in writing or (B)  based upon personal contact with any agent of such Tax authority, and there is no claim for assessment, deficiency, or collection of Taxes, or proposed assessment, deficiency or collection from the Internal Revenue Service or any other governmental authority against Abazias-DE which has not been satisfied.  Abazias-DE is not a party to nor has it been notified in writing that it is the subject of any pending, proposed, or threatened action, investigation, proceeding, audit, claim or assessment by or before the Internal Revenue Service or any other governmental authority, nor does Abazias-DE have any reason to believe that any such notice will be received in the future. Except as set forth on Schedule 4.12, neither the Internal Revenue Service nor any state or local taxation authority has ever audited any income tax return of Abazias-DE.  Abazias-DE has not filed any requests for rulings with the Internal Revenue Service.  Except as provided to Abazias-DE’s accountants, no power of attorney has been granted by Abazias-DE or its affiliates with respect to any matter relating to Taxes of Abazias-DE.  There are no Tax liens of any kind upon any property or assets of Abazias-DE, except for inchoate liens for Taxes not yet due and payable.

(v)          Except for immaterial amounts which would not have a Material Adverse Effect, Abazias-DE has no liability for any unpaid Taxes which has not been paid or accrued for or reserved on the Financial Statements in accordance with GAAP, whether asserted or unasserted, contingent or otherwise.

(vi)         There is no contract, agreement, plan or arrangement to which Abazias-DE is a party as of the date of this Agreement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Abazias-DE that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). There is no contract, agreement, plan or arrangement to which Abazias-DE is a party or by which it is bound to compensate any individual for excise taxes paid pursuant to Section 4999 of the Code.

(vii)        Abazias-DE has not filed any consent agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned by Abazias-DE.

(viii)       Abazias-DE is not a party to, nor has any obligation under, any tax-sharing, tax indemnity or tax allocation agreement or arrangement.

(ix)          None of Abazias-DE’s assets are tax exempt use property within the meaning of Section 168(h) of the Code.

4.13            Accounts Receivable .  The accounts receivable are, and will be, actual bona fide receivables from transactions in the ordinary course of business representing valid and binding obligations of others for the total dollar amount shown thereon, and as of the date of the Agreement are not subject to any recoupments, set-offs, or counterclaims. To the best of Abazias-DE’s knowledge, except as set forth on Schedule 4.13, all such accounts receivable are, and will be, collectible in amounts not less than the amounts (net of reserves) carried on the books of Abazias-DE and will be paid in accordance with their terms.  Except as listed on Schedule 4.13 hereto, all such accounts receivable are and will be actual bona fide receivables from transactions in the ordinary course of business.

4.14      Inventory .  The inventories of Abazias-DE are listed on Schedule 4.14 attached hereto.  Abazias-DE will maintain the inventory in the normal and ordinary course of business from the date hereof through the Closing Date.

4.15.     Machinery and Equipment .  Except for items disposed of in the ordinary course of business, all machinery, tools, furniture, fixtures, equipment, vehicles, leasehold improvements and all other tangible personal property (hereinafter “Fixed Assets”) of Abazias-DE currently being used in the conduct of its business, together with any machinery or equipment that is leased or operated by Abazias-DE, are in fully serviceable working condition and repair.  Said Fixed Assets shall be maintained in such condition from the date hereof through the Closing Date.  Except as described on Schedule 4.15 hereto, all Fixed Assets owned, used or held by Abazias-DE are situated at its business premises and are currently used in its Business.  Schedule 4.15 describes all Fixed Assets owned by or an interest in which is claimed by any other person (whether a customer, supplier or other person) for which Abazias-DE is responsible (copies of all agreements relating thereto being attached to said Schedule 4.15), and all such property is in Abazias-DE’s actual possession and is in such condition that upon the return of such property in its present condition to its owner, Abazias-DE will not be liable in any amount to such owner.  There are no outstanding requirements or recommendations by any insurance Abazias-DE that has issued a policy covering either (i) such Fixed Assets or (ii) any liabilities of Abazias-DE relating to operation of the Business, or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any Fixed Assets or any changes in the operations of the Business, any equipment or machinery used therein, or any procedures relating to such operations, equipment or machinery.  All material Fixed Assets of Abazias-DE are set forth on Schedule 4.15 hereto.

4.16     Real Property Matters .  The real property owned by Abazias-DE is listed on Schedule 4.16.  Other than those items listed on Schedule 4.16 Abazias-DE does not own any real property as of the date hereof and has not owned any real property during the three years preceding the date hereof.

4.17      Leases .  All leases of real and personal property of Abazias-DE are described in Schedule 4.17, are in full force and effect and, to Abazias-DE’s knowledge, constitute legal, valid and binding obligations of the respective parties thereto enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditor’s rights, and have not been assigned or encumbered by Abazias-DE or Target.  Abazias-DE has performed in all material respects the obligations required to be performed by it under all such leases to date and it is not in default in any material respect under any of said leases, except as set forth in Schedule 4.17, nor has it made any leasehold improvements required to be removed at the termination of any lease, except signs.  To Target’s knowledge, no other party to any such lease is in material default thereunder.  Except as noted on Schedule 4.17, none of the leases listed thereon require the consent of a third party in connection with the Merger.

4.18      Patents, Software, Trademarks, Etc.   Abazias-DE owns, or possesses adequate licenses or other rights to use, all patents, software, trademarks, service marks, trade names and copyrights and trade secrets, if any, necessary to conduct its business as now operated by it.  The patents, software, trademarks, service marks, copyrights, trade names and trade secrets, if any, registered in the name of or owned or used by or licensed to Abazias-DE and applications for any thereof (hereinafter the “Intangibles”) are described or referenced in Schedule 4.18.  Abazias-DE hereby specifically acknowledge that all right, title and interest in and to all patents and software listed on Schedule 4.18 as patents owned by Abazias-DE are owned by Abazias-DE or Abazias-DE has a right to use same and that the ownership of such patents and software will be transferred as part of Abazias-DE to Parent as part of the transaction contemplated hereby.  No officer, director, shareholder or employee of Abazias-DE or Abazias-DE or any relative or spouse of any such person owns any patents or patent applications or any inventions, software, secret formulae or processes, trade secrets or other similar rights, nor is any of them a party to any license agreement, used by or useful to Abazias-DE or related to its business except as listed in Schedule 4.18.  All of said Intangibles are valid and in good standing to the best of Abazias-DE’s knowledge, and are free and clear of all liens, security interests, charges, restrictions and encumbrances of any kind whatsoever, and have not been licensed to any third party except as described in Schedule 4.18.  Abazias-DE has not been charged with, nor to Abazias-DE’s knowledge has it infringed or is it threatened to be charged with infringement of, any patent, proprietary rights or trade secrets of others in the conduct of its business, and, to the date hereof, neither Abazias-DE nor Abazias-DE has received any notice of conflict with or violation of the asserted rights in intangibles or trade secrets of others.  Abazias-DE is not now manufacturing any goods under a present permit, franchise or license, except as set forth in said Schedule 4.18.  The consummation of the transactions contemplated hereby will not alter or impair any rights of Abazias-DE in any such Intangibles or in any such permit, franchise or license, except as described in Schedule 4.18.  The Intangibles and Abazias-DE’s tooling, manufacturing and engineering drawings, process sheets, specifications, bills of material and other like information and data are in such form and of such quality and will be maintained in such a manner that Abazias-DE can, following the Closing, design, produce, manufacture, assemble and sell the products and provide the services heretofore provided by it so that such products and services meet applicable specifications and conform with the standards of quality and cost of production standards heretofore met by it.  To Abazias-DE’s knowledge, Abazias-DE has the sole and exclusive right to use its corporate and trade names in the jurisdictions where it transacts business.

4.19      Insurance Policies .  There is set forth in Schedule 4.19 a list and brief description of all insurance policies on the date hereof held by Abazias-DE or on which it pays premiums, including, without limitation, life insurance and title insurance policies, which description includes the premiums payable by it thereunder.  Schedule 4.19 also sets forth, in the case of any life insurance policy held by Abazias-DE, the name of the insured under such policy, the cash surrender value thereof and any loans thereunder.  All such insura