KATHY HILTON LICENSE AGREEMENT

THROUGHOUT THIS AGREEMENT, WHERE INFORMATION HAS BEEN REPLACED BY AN ASTERISK (*), THAT INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

KATHY HILTON LICENSE AGREEMENT

This LICENSE AGREEMENT ("Agreement") is made and effective as of the 13 ^th day of October, 2006 (“Effective Date”), by and between KRH Licensing Company, LLC. , a newly formed California corporation with an office and place of business at 250 North Canon Drive, 2 ^nd Floor, Beverly Hills, California 90210 (collectively, "Licensor"), and OmniReliant Corp. , a Florida corporation with an office and principal place of business at 4902 Eisenhower Blvd., Suite 185 Tampa, Florida 33634 ("Licensee") (together the "Parties").

WITNESSETH :

WHEREAS , Richard Hilton is the worldwide owner of the KATHY HILTON trademark and all variations and combinations thereof, including various U.S. Trademark Registrations therefore, including Reg. No. 2,884,868 in International Class 24 for bed linens, et. seq.; Reg. No. 2,882,681 in International Class 20 for furniture; and, Reg. No. 3,018,255 in International Class 14 for jewelry (collectively, the “Licensed Mark” or “Licensed Marks”); and,

WHEREAS , pursuant to a master license agreement, Richard Hilton has granted all worldwide rights to the Licensed Marks to the Licensor herein; and,

WHEREAS , Licensee is a newly incorporated Florida corporation specifically formed to develop the Licensed Marks with the intent of manufacturing, promoting and selling Licensed Products (as hereinafter defined), and Licensor further desires to obtain the personal services of Ms. Kathy Hilton pursuant to the terms of this Agreement in connection with the formulation and manufacture as well as the promotion and sale of the Licensed Products; and

WHEREAS, Licensor is willing to grant the license contained in this Agreement and (the “License”) Licensee desires to obtain from Licensor, the exclusive right and license to use the Licensed Marks in the Territory (as hereinafter defined) in connection with the manufacture, promotion, distribution and sale of Licensed Products.

NOW, THEREFORE , in consideration of the premises and mutual agreements contained herein, the parties hereto covenant and agree as follows:

ARTICLE 1

Definitions: The following definitions shall apply:

A.   Territory . All countries of the world and all duty-free-shops, ships, airplanes, military bases and diplomatic missions of every country of the world, including, but not limited to, retail, wholesale, the world-wide web, radio, multi-level marketing, newspapers, magazines, direct response, infomercials, television shopping networks and any other channel of distribution and sale approved in writing by Licensor, which approval shall not be unreasonably withheld, conditioned or delayed.

B.   Licensed Products . All products comprising goods within the scope of the description of International Class 3 as defined in the records of the United States Patent and Trademark Office, namely: Men's and Women's skincare products, fragrances, cosmetics and related personal care products such as body lotion, body cream, body mist, hand cream, bath and shower gel, massage oil, dusting powder, after shave, after shave balm or gel, deodorant stick and bath soap, and home/environmental products such as candles, potpourri and incense bearing the Licensed Marks. Notwithstanding the foregoing, in the event that Licensee does not develop and begin the marketing of a fragrance under the Licensed Marks with 18 months of the Effective Date, Licensee shall forfeit the rights for fragrance (deleting such category from this definition of Licensed Products) and Licensor shall be free to develop itself or license a third-party to use the Licensed Marks for a fragrance.

C.   Licensed Mark or Licensed Marks . The trademark KATHY HILTON and such other trademarks as are, from time to time, agreed to by Licensor. At Licensor’s cost, Licensor has or will file to register the Licensed Mark in the United States Patent and Trademark Office in International Class 3 for: Men's and Women's skincare products, fragrances, cosmetics and related personal care products such as body lotion, body cream, body mist, hand cream, bath and shower gel, massage oil, dusting powder, after shave, after shave balm or gel, deodorant stick and bath soap, and home/environmental products such as candles, potpourri and incense.

D.   Net Sales . The arms-length sales price at which Licensee or any Subsidiary or Affiliate (as hereinafter defined) bills its Non-Subsidiary or Affiliate customers for Licensed Products (or ultimate consumers in the case of infomercial sales) less: (i) all returns of damaged, defective or other merchandise, actual trade and cash discounts and allowances provided to customers, and taxes directly applicable to the sale of Licensed Products to such customers (such as sales, use, excise, value added or similar taxes); (ii) as actually incurred and reserved for; (ii) actual charges and reserves for all freight and shipping and handling charges, credit card fees, refunds, credits, insurance costs, duties and other governmental charges paid by the Licensee in connection with such sales to customers to the extent such expenses are stated separately on any invoice; (iii) all receipts from the sale of Licensed Products sold to bone fide customers at a cost below Licensee’s landed duty paid cost (or the equivalent of such pricing) for such Licensed Products (“Below Cost Sales”) but   only to the extent that the aggregate gross sales of Below Cost Sales in any Annual Period (as hereinafter defined) do not exceed fifteen percent (15%) of total gross sales for such Annual Period; and, (iv) all of Licensee’s actual out-of-pocket expenses for samples, displays, brochures, gift-with-purchase goods and promotional materials and packaging supplies actually supplied to Licensee’s customers (but not including Licensee’s expenditures for any advertising of Licensed Products). Notwithstanding the terms of sub-section (iii) above, Licensee shall not be excused from paying royalties on sales of Licensed Products above the 15% level and on sales that are not Below Cost Sales.

The reserve for shipping and handling charges, credit card fees, refunds, credits or other actual trade and cash discounts and uncollectibles shall initially be 10% of Net Sales and shall be adjusted (and liquidated, if applicable) periodically based on actual experience.

E.   Subsidiary . Any corporation or other entity which is 100% directly or indirectly owned by Licensee.

F.   Affiliate . Any corporation or other entity which is at least 50% owned by Licensee.

G.   Annual Period. A 12 month period of time from January 1 ^st of a given year through December 31 ^st of the same year, except the first Annual Period herein shall run from the Effective Date through December 31, 2007.

ARTICLE 2

Upon the terms and conditions of this Agreement, Licensor hereby grants to Licensee, during the term of this Agreement, the sole and exclusive right and license to use the Licensed Mark in the Territory as a trademark in connection with the development, manufacture, promotion, advertising, distribution and sale of Licensed Products and on all brand identification materials, such as product packing, containers, promotional and sale materials, publicity materials, and in all advertising media, such as newspapers, magazines, radio, television, infomercials, live television shopping, the world-wide web, cinema and similar media both presently existing or developed in the future. Sales of Licensed Products shall only be through any or all the channels of trade described in Article 1, paragraph A, but shall not include mass marketing stores such as Target, Walmart, K-Mart, Sam’s Club, Costco and Dollar General. Except as specified in Section 1(B) above, during the term of this Agreement and any extensions thereof, Licensor shall not grant any rights to any third party in connection with the Licensed Products for the Licensed Marks or any derivative thereof without Licensee’s approval.

ARTICLE 3

Licensee shall have exclusive rights to all of the licensed products described in Article 1, paragraph B, above. All rights not specifically granted to Licensee herein shall be reserved for Licensor, such that Licensor may use or grant others the right to use the Licensed Marks on or in connection with goods of all other types and descriptions in the Territory other than Licensed Products. Licensor further acknowledges and consents to Licensee obtaining other additional licenses for the manufacture and/or distribution of products similar to the Licensed Products during the term of this Agreement. Licensee, will not, during the term of this Agreement and thereafter, attack either Licensor's title in and to the Licensed Marks or the validity of this License.

ARTICLE 4

Subject to the rights of termination set forth in this Agreement, the initial term of this Agreement shall commence on the Effective Date and terminate on December 31, 2011 (the "Initial Term"). Licensee shall have the option to renew this Agreement for an additional five-year period (through December 31, 2016) as long as the Minimum Royalties (as hereinafter defined) for the Initial Term have been fully paid. Licensee shall notify Licensor of its intent to either renew or not renew no later than December 31, 2010. Following the expiration of the first renewal term on December 31, 2016, the Agreement shall renew pursuant to the provisions of Article 8 below. The Initial Term and all permitted extensions thereof shall be collectively defined as the “Term”.

ARTICLE 5

The Parties acknowledge that all information relating to the business and operations of Licensor and Licensee which they learn or have learned during or prior to the Term of this Agreement is confidential. The Parties acknowledge the need to preserve the confidentiality and secrecy of such information and agree that, both during the Term of this Agreement and after the expiration or termination hereof, they shall not use or disclose same, and shall take all necessary steps to preserve in all respects such confidentiality and secrecy. The provisions of this Section shall not apply with respect to any information which has entered the public domain through no fault of the Parties. The provisions of this Section shall survive the expiration or termination of this Agreement.

ARTICLE 6

A.    Commercially Reasonable Efforts . During the Term of this Agreement, Licensee will use its commercially reasonable efforts to exploit the rights granted herein throughout the Territory and to sell the maximum quantity of Licensed Products therein consistent with the   standards and prestige represented by the Licensed Mark.

B.   Design and Sample making . Licensor shall not be responsible for the production, design or sample making of the Licensed Products and Licensee shall bear all costs related thereto.

ARTICLE 7

B.   Required Markings. Licensee shall cause to appear on all packaging of Licensed Products, (i) "the trademark, KATHY HILTON is licensed to OmniReliant Corp."; and such additional legends, markings and notices complying with the requirements of any law or regulation in the Territory and; (ii) such other legends, markings and notices as Licensor, from time-to-time, may reasonably request.

C.   Distribution . In order to maintain the reputation, image and prestige of the Licensed Marks, Licensee's normal distribution patterns shall consist of those means of distribution described in Article 2 of this Agreement.

D.   Sales Force . During the term of this Agreement, Licensee shall maintain a non-exclusive sales force suitable to carry out the purpose of this Agreement.

ARTICLE 8

A.   Guaranteed Minimum Royalties. In consideration of both the license granted herein and the services to be performed by Ms. Kathy Hilton hereunder including, but not limited to, appearances on television shopping networks, in infomercials, and other personal appearances, Licensee shall pay to Licensor an annual guaranteed minimum royalty (the “Guaranteed Minimum Royalty” or “Guaranteed Minimum Royalties”) as follows:

  ANNUAL PERIOD GUARANTEED MINIMUM ROYALTIES

 In the event that the Initial Term of this Agreement is extended for an additional five-year term (January 1 ^st , 2012 - December 31 ^st , 2016 (the “First Extended Term”), the Guaranteed Minimum Royalty for each Annual Period of the First Extended Term shall be *. Subject to Licensor’s right to terminate in Sub Section (B) below for Licensee’s failure to reach the specified minimum annual sales, Licensee shall have the right to extend the Term of this Agreement for continuing subsequent five-year extensions by paying an increased Guaranteed Minimum Royalty of $* per Annual Period for each subsequent five-year period. In other words, the Guaranteed Minimum Royalty for each Annual Period from 1/1/17 through 12/31/21 (the “Second Extended Term”) will be $* and the Guaranteed Minimum Royalty for each Annual Period from 1/1/22 through 12/31/26 (the “Third Extended Term”) will be $* and so forth.

The Guaranteed Minimum Royalty payable for each Annual Period shall be paid to Licensor semi-annually in advance on the first day of the month of each half year starting with the payment of the Guaranteed Minimum Royalty for the 2 ^nd Annual Period, such that each half of the Guaranteed Minimum Royalty Payments shall be paid on January 1 ^st and July 1 ^st of each Annual Period. Notwithstanding the foregoing, the Guaranteed Minimum Royalty for the first Annual Period shall be paid thirty (30) days following the Effective Date. In the event that such payment is not timely made, Licensor shall have the right to cancel this Agreement, making it void ab initio, upon 5-days written notice to cure.

B.   Right to Terminate for Failure to Reach Minimum Annual Sales after the First Extension Term. Notwithstanding Licensee’s willingness to continue paying the specified Guaranteed Minimum Royalties specified above, Licensor shall have the right to terminate this Agreement and all rights granted hereunder in the event that Licensee does not reach the Minimum Annual Sales of Licensed Products in the Annual Periods specified below:

ARTICLE 9

A.   Licensee shall pay to Licensor a sales royalty (the “Sales Royalty” or “Sales Royalties”) of *%) on each Annual Period's Net Sales on sales made in all venues other than infomercials. The Sales Royalty payable hereunder shall be accounted for and paid on a quarterly basis within forty-five (45) days after the close of the prior quarter's sales. In other words, the actual Sales Royalty will be paid 45-days in arrears computed on the basis of Net Sales during the quarter ending 45 days before the period upon which royalties are being paid, with a credit for any Guaranteed Minimum Royalties and Sales Royalty payments previously made to Licensor.

B.   Licensee shall pay Licensor a Sales Royalty payment of a minimum of *%) of Net Sales, on all revenues generated from the sale of the Licensed Products through infomercials sold in connection the Licensed Products. The Sales Royalties shall be paid quarterly, along with sufficient reports justifying the calculation of the Sales Royalty payments within forty-five (45) days after the close of the prior quarter’s sales. Should the infomercial’s performance exceed a *) media ratio, meaning the revenues generated by the infomercial exceeds three times the expenditures on the media, the Sales Royalty shall be increased to *%) of the Adjusted Gross Collected Revenues. The Sales Royalty on sales made through direct response infomercials will not exceed *%) of the Net Sales in infomercials. The Sales Royalty on all up-sells of Licensed Products shall be *%) greater than the applicable royalty rate based on the sliding scale stated in this Sub Section (B) attributable to the sale otherwise occurring during such up-sell. “Expenditures on the media” as that phrase is used herein shall be defined as the actual out-of-pocket expenses attributable to purchasing television air time and shall not include any and all costs associated with the production of the show content for such infomercial.

C.   If applicable, on behalf of Licensor, Licensee shall compute any payment of required taxes (other than United States Federal, state or local income taxes) which any governmental authority in the Territory may impose on trademark royalties being paid from such country. The amount of such taxes and the reasonable costs incurred by Licensee in determining those taxes, including, but not limited to, the cost of professional advisors, shall be deducted from the payments of royalties, provided that Licensor is entitled under applicable law to credit the amount of such taxes against its United States Federal Income Tax obligations. Licensee shall furnish Licensor with an official receipt (together with a translation thereof if not in English) promptly after each such payment of taxes. In the event such taxes are not paid when due, all resulting penalties and interest shall be borne by Licensee.

D.   The payment of Sales Royalties for any Annual Period in excess of the payments of the Guaranteed Minimum Royalty for the same Annual Period shall be credited against the Guaranteed Minimum Royalty due to Licensor for any other Annual Period.

E.   In addition to the Sales Royalties and Guaranteed Minimum Royalties being paid to Licensor herein, Licensor shall be further compensated by the receipt of *%) of the total outstanding shares of stock of OmniReliant Corp. as of the Effective Date. The parties acknowledge and agree that as of the Effective Date, the total outstanding shares of stock is * and thus Licensor shall receive * shares of stock of OmniReliant Corp. upon execution hereof. Licensee anticipates that it will bring in future equity investors into OmniReliant Corp. that will be issued shares of stock which will dilute Licensor’s ownership percentage and thereafter OmniReliant Corp. will become a wholly-owned subsidiary of a public company, at which point Licensor’s stock will be exchanged for stock in the public company, which is currently anticipated to be approximately equivalent to *% initial ownership in the public company on a fully diluted basis (a calculation which includes all outstanding warrants and options being exercised).