FIRST AMENDMENT TO PLACEMENT AGENT AGREEMENT

FIRST AMENDMENT TO

PLACEMENT AGENT AGREEMENT

This FIRST AMENDMENT to the PLACEMENT AGENT AGREEMENT, dated effective as of November 22, 2006 (the "AMENDMENT"), is made by and among OMNIRELIANT CORP., a Florida corporation ("OMNI"), MIDTOWN PARTNERS & CO., LLC, a Florida limited liability company (the "PLACEMENT AGENT"), and WILLOWTREE ADVISOR, INC., a Nevada corporation ("WLLW").

BACKGROUND INFORMATION

OMNI and Placement Agent entered into a Placement Agent Agreement on October 18, 2006 (the "PLACEMENT AGENT AGREEMENT"). The parties have agreed to modify the provisions of the Placement Agent Agreement to the extent set forth herein. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Placement Agent Agreement.

OPERATIVE PROVISIONS

1. Amendment to the Preamble . The Preamble of the Placement Agent Agreement is amended to include WLLW, and the amended Preamble shall read as follows:

"This agreemen