Infusion Brands International S4/A Registration of securities issued in business combination transactions (amended)

The shares of Abazias’ common stock represented by your proxy will be voted at the Abazias special meeting in accordance with the instructions contained on the proxy card. If any proxy is returned without indication as to how to vote, the Abazias’ common stock represented by the proxy will be considered a vote in favor of all matters for consideration at the Abazias special meeting.

If your shares are held in "street name," through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. "Street name" stockholders who wish to vote at the meeting in person will need to obtain a proxy form from the institution that holds their shares.

Every Abazias stockholder's vote is important. Accordingly, you should sign, date and return the enclosed proxy card or voting preference card, if your shares are held in "street name," whether or not you plan to attend the Abazias special meeting in person.

Revocability of Proxies and Changes to Abazias Stockholder's Vote

You have the power to change your vote at any time before your shares are voted at the Abazias special meeting. If you are a record holder, you may do this in one of three ways:

	•	deliver a written instrument revoking the proxy to our Secretary,

	•	deliver another proxy with a later date to our Secretary,

	•	submit a new proxy by telephone or through the Internet at a later time, but not later than 11:59 p.m. (Eastern Time) on August 24, 2009; or

•

vote in person.

Attendance at the annual meeting will not constitute a revocation of a proxy absent compliance with one of the foregoing three methods of revocation. If you choose either of the first two methods, you must take the described action no later than the beginning of the Abazias special meeting. If your shares are held in an account at a broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote, as none of the above three choices is available with respect to those shares.

Solicitation of Proxies

The solicitation of proxies from Abazias stockholders is made on behalf of the Abazias board of directors. OmniReliant will pay the costs and expenses of filing this Joint Proxy Statement/prospectus and Abazias will pay the costs and expenses of printing and mailing this Joint Proxy Statement/prospectus. Each party will be responsible for payment of its attorneys', accountants', financial advisors' and consultants' fees and expenses. Abazias will pay the costs of soliciting and obtaining these proxies, including the cost of reimbursing brokers, banks and other financial institutions for forwarding proxy materials to their customers. Proxies may be solicited, without extra compensation, by Abazias' officers and employees by mail, telephone, fax, or personal interviews.

Only record holders (registered stockholders who hold stock in their name) or beneficial owners (stockholders who hold stock through a bank, broker or other nominee) of Abazias’ common stock or their proxies may attend the Abazias special meeting in person. Registration and seating will begin at 9:00 a.m., local time.

Board Recommendation

As discussed elsewhere in this Joint Proxy Statement/prospectus, Abazias is asking its stockholders to adopt the Agreement and Plan of Merger. Holders of Abazias’ common stock should read carefully this Joint Proxy Statement/prospectus in its entirety, including the annexes, for more detailed information concerning the Agreement and Plan of Merger and the merger. In particular, holders of Abazias’ common stock are directed to the Agreement and Plan of Merger. A copy of the Agreement and Plan of Merger is attached as Appendix A to this Joint Proxy Statement/prospectus. The Abazias board of directors unanimously recommends that Abazias stockholders vote FOR the proposal to adopt the Agreement and Plan of Merger.

Other Matters to Come Before the Abazias Special Meeting

No other matters are intended to be brought before the Abazias special meeting by Abazias, and Abazias does not know of any matters to be brought before the Abazias special meeting by others. If, however, any other matters properly come before the Abazias special meeting, the persons named in the proxy will vote the shares represented thereby in accordance with their judgment on any such matter.

The Merger

The following is a description of the material aspects of the merger, including the Agreement and Plan of Merger. While OmniReliant and Abazias believe that the following description covers the material terms of the merger, the description may not contain all of the information that is important to you. OmniReliant and Abazias encourage you to read carefully this entire Joint Proxy Statement/prospectus, including the Agreement and Plan of Merger, for a more complete understanding of the merger. The Stock Purchase Agreement, Amended Stock Purchase Agreement and Agreement and Plan of Merger are incorporated by reference herein and a copy of the Agreement and Plan of Merger is attached as Appendix A to this Joint Proxy Statement/prospectus.

Background of the Merger

In June 2008 Paul Morrison, President and CEO of OmniReliant Holdings, Inc. (“Omni”) had a meeting with Chris Phillips and Richard Diamond both directors of Omni to discuss possibilities for strategic opportunities. During the meeting, Mr. Diamond mentioned a company named Abazias, Inc. (“Abazias”). Mr. Diamond met Oscar Rodriguez, President and Chief Executive Officer of Abazias, Inc. at a charity function at the Tourneau Time Machine in New York.

In July 2008 Mr. Morrison had a telephone conversation with Mr. Rodriguez, to explore strategic opportunities for Omni. In anticipation of a business review of Abazias, Omni and Abazias entered verbally into an agreement of confidentiality for the purpose of permitting Omni to review certain non-public information relating to a possible transaction with Abazias.

On July 14, 2008, Mr. Morrison instructed his SEC Counsel, Darrin Ocasio to prepare a draft of a letter of intent relating to the possible acquisition of Abazias by Omni.

On July 15, 2008, Omni provided Abazias with its initial draft Letter of Intent indicating its interest in buying 100% of the common stock of a subsidiary of Abazias for shares of Omni’s stock, subject to satisfying completion of a due diligence review of Omni and Abazias and negotiation of definitive documentation.

On July 17, 2008, Mr. Rodriguez and Jesus Diaz, the chief financial officer for Abazias traveled from Gainesville to Clearwater Florida to visit the corporate offices of Omni and meet with Mr. Morrison, Chris Phillips, and Richard Diamond, who along with Mr. Morrison make up the board of directors of Omni.

The discussion included the following:

In General: Abazias is an on line retailer focused on sales of jewelry and diamonds. Abazias has significant experience in search engine optimization and e-commerce. Omni is focused on distribution of its products via direct response and infomercials.

Strategy: Omni desires to expand its on line holdings. Also, Omni wants to capitalize on search engine optimization which Abazias has significant experience. Abazias desires to capitalize on the additional channels of distribution that Omni has in the areas of direct response, infomercials and video integration into websites.

Competitive Landscape: Omni discussed that the on line landscape for jewelry and diamond sale looked promising as noted by the success of Abazias competitors including Blue Nile and ICE to name a few. Individual consumers are relying more on online services like those contained in the Abazias website.

Market Trends: Abazias fells that given the current economic environment a lot of brick and mortar retailers are moving towards on line sales like those offered by Abazias. Both Abazias and Omni feel that the combined companies provided synergistic leverage to take advantage of this trend.

Sales and Marketing: Abazias brings experience in e-commerce and search engine optimization which can be leveraged across all of Omni’s current and future holdings. Omni brings experience in selling products via direct response and infomercials.

Product Development: We discussed that the addition of video to the Abazias website should enhance sales for Abazias. This is an expertise of Omni.

Management and Organization: Omni is currently focused on M&A which will be instrumental to fill any needs Abazias faces now and in the future. The management of Abazias can help with marketing of other e-commerce business that Omni owns.

Historical and Projected Financial Results: Discussions including a review of the historical financials of both Omni and Abazias. This financial information is available via EDGAR. While the discussion included an oral analysis of projected financial results, but no paperwork or hard projections were exchanged. The oral analysis of projected financial results focused on Abazias’ potential generated sales for the period of July 1, 2008 to June 30, 2009, which was OmniReliant’s upcoming fiscal year. The oral analysis utilized historical sales revenue generated, current economic conditions as well as an overall review of Abazias’ historical financial statements in order to generate an estimated projection of Abazias’ future sales. Abazias’ projected sales revenue was estimated at between $8,000,000 and $10,000,000 and Abazias’ projected EBITA was estimated at $1,000,000.

From time to time thereafter, representatives of Omni requested and received certain additional information from Abazias. Additionally, from time to time thereafter, representatives of Abazias requested and received certain additional information from Omni. Discussions also included that Abazias needed additional funding that Omni could potentially provide. Abazias provided OmniReliant with information regarding details about its inventory type and content, vendors and insurance policies. OmniReliant provided Abazias with information regarding its business plan, including its marketing resources.

On July 18, 2008,Mr. Rodriguez and Mr. Diaz of Abazias and Mr. Morrison, Mr. Phillips and Mr. Diamond of Omni discussed the terms of the Letter of Intent. These representatives of Omni and Abazias commenced negotiations with respect to the Letter of Intent.

On July 30, 2008, Omni presented a final draft of the letter of intent to Abazias for execution. The letter was counter signed on August 4, 2008.

In August 6, 2008 both Abazias and Omni issued a press release announcing that the letter of intent had been signed.

On August 7, 2008, Mr. Morrison instructed his SEC counsel, Darrin Ocasio to prepare a draft of a promissory note in the amount of $500,000 as well as preparing the related note purchase agreement and security agreement for Omni to lend Abazias $500,000.

On August 8, 2008, Mr. Rodriguez and Mr. Diaz of Abazias and Mr. Morrison, Mr. Phillips and Mr. Diamond of Omni commenced negotiations with respect to the Agreement of Sale.

On August 8, 2008, Mr. Morrison of Omni met with Mr. Rodriguez and Mr. Diaz of Abazias in Gainesville, Florida at the corporate offices of Abazias to conduct a high level business review of Abazias.

On August 13, 2008, Mr. Rodriguez and Mr. Diaz had a telephone conference with Mr. Phillips and Mr. Morrison. Mr. Diaz provided a detailed review of Abazias that included a review of the technology behind the website of Abazias in preparation for a visit to Omni by Abazias.

On August 14, 2008, Mr. Rodriguez and Mr. Diaz traveled from Gainesville to Clearwater to meet for the purpose of conducting a high-level business review of Omni. During such meeting, Mr. Morrison of Omni provided to Abazias certain information regarding Omni. During Mr. Rodriguez’ and Mr. Diaz’ trip, Mr. Morrison provided them with information regarding OmniReliant’s marketing capabilities as well as information regarding the use of web videos and infomercials in Abazias’ business plan.

On August 18, 2008, Abazias executed the note for $500,000 and the related note purchase agreement and security agreement.

During the month of September 2008 Omni’s SEC Counsel, Darrin Ocasio worked on drafts of the transaction documents.

On September 12, 2008, Abazias was served with a lawsuit related to patent infringement on the Abazias website.

On October 2, 2008, Abazias engaged a special 1P counsel, Mr. Peter Berger of Levisohn Berger, PA.

On September 19, 2008, Omni’s SEC counsel, Darrin Ocasio distributed to Abazias certain transaction documents for the Abazias transaction.

During the month of October 2008 Omni’s SEC Counsel, Darrin Ocasio worked on drafts of the transaction documents.

On October 22, 2008, Mr. Ocasio distributed to Abazias certain transaction documents for the Abazias transaction.

On October 22, 2008, Omni received comments on the transaction documents from Abazias .

On October 23, 2008, Mr. Ocasio distributed to Abazias certain transaction documents for the Abazias transaction.

During the month of November 2008 Mr. Ocasio worked on drafts of the transaction documents.

On November 5, 2008 ancillary documents to the transaction documents were circulated.

On December 1, 2008, Omni’s SEC counsel, Mr. Darrin Ocasio and Mr. Matt Kamen distributed the closing documents for the transaction with Abazias.

On December 3, 2008, Abazias and Omni entered in the Securities Purchase Agreement.

On December 9, 2008 both Abazias and Omni issued a press release announcing that the Securities Purchase Agreement and related documentation had been signed.

On December 11, 2008, Abazias settled the IP lawsuit. Abazias agreed to pay the patent holder $20,000 and the patent holder agreed to grant Abazias a license to use its patents.

On January 8, 2009, Mr. Morrison met with Mr. Rodriguez and Mr. Diaz of Abazias in Gainesville.

On January 27, 2009, Omni requested an amendment to the Securities Purchase Agreement (the “Amendment”). It was determined that the original structure of the transaction would not constitute a “tax free” exchange for the shareholders of Abazias. The transaction was restructured to allow for the exchange of the common shares of Abazias for the preferred shares of Omni.

On February 5, 2009 Omni’s Board of Directors approved the Amendment.

On February 5, 2009, Abazias and Omni entered into the Amendment.

On April 29, 2009 Omni’s Board of Directors approved the Agreement and Plan of Merger to supersede and replace Amended Securities Purchase Agreement, which more accurately reflected the nature of the transaction and to clarify the parties’ intent with respect to certain tax issues. The Parties arrived at the amount of consideration to be paid to Abazias shareholders through third party negotiations.

On April 29, 2009, Abazias and Omni entered into the Agreement and Plan of Merger.

Recommendation of the Abazias Board of Directors

By unanimous vote, the Abazias board of directors, at a meeting held on April 29, 2009, determined that the Agreement and Plan of Merger and the transactions contemplated by the Agreement and Plan of Merger were advisable for, fair to and in the best interests of Abazias and its stockholders, and approved the Agreement and Plan of Merger, the merger and the other transactions contemplated by the Agreement and Plan of Merger. The Abazias board of directors unanimously recommends that Abazias stockholders vote FOR the proposal to adopt the Agreement and Plan of Merger.

Abazias’ Reasons for the Merger

In considering the recommendation of Abazias’ board of directors with respect to the merger agreement, you should be aware that some of Abazias’ directors and executive officers who participated in meetings of the board of directors have interests in the merger that are different from, or in addition to, the interests of Abazias’ stockholders generally. See “The Merger — Interests of Abazias’ Directors and Executive Officers in the Merger” beginning on page 89.

In reaching its decision to approve the merger, the merger agreement and the other transactions contemplated by the merger agreement and to recommend adoption of the merger agreement to Abazias stockholders, Abazias’ board of directors consulted with the company’s senior management team, as well as the company’s outside legal and financial advisors, and considered, among other things, the process it had overseen to investigate potential business combination transactions and other strategic and financial alternatives and ultimately to negotiate the merger agreement with OmniReliant, including:

-the business, competitive position, strategy and prospects of Abazias, the risk that it will not successfully implement its strategy and achieve its prospects, the competitive position of current and likely competitors in the industry in which Abazias competes, and current industry, economic, and market conditions. The Board believed this supported its decision because the business in which Abazias operates, on-line retail diamonds, is intensely competitive and the current economic downturn has impacted its business as on-line diamond retailer. Without the possibility of greater access to capital and the ability to utilize marketing tools OmniReliant provides, the Board felt that Abazias might have to cease operations cause investors to lose their entire investment in the company;

-the value of the consideration to be received by the Abazias stockholders. The Board believed this supported its decision because the merger agreement has a floor price of $.50 per OmniReliant shares to be received, which was greater than the current trading price of Abazias at the time, which was $0.30 at December 3, 2008 and

-the business, competitive position, strategy and prospects of OmniReliant, its success to date in integrating other acquired businesses and the perceived value of OmniReliant and Abazias as a combined business. The Board believed this supported its decision because Abazias will gain greater access to capital and enhanced marketing tools as a combined rather than a stand-alone business and Abazias’ knowledge and experience in the on-line retail business can benefit potential business growth of OmniReliant;

-its review of Abazias’ business, operations and financial condition. The Board believed this supported its decision because Abazias’ financial position as a stand alone business is currently precarious and without the possibility of greater access to capital and the ability to utilize marketing tools OmniReliant provides, the Board felt that Abazias might have to cease operations cause investors to lose their entire investment in the company;

-its familiarity with trends in the on-line diamond retail business, particularly for smaller, companies with limited operating capital. The Board believed this supported its decision because Abazias’ knowledge and experience in the on-line retail business can benefit potential business growth of OmniReliant; and

-its review of other financial and strategic alternatives available to Abazias, including continuing to seek to operate the company on a stand-alone basis, the feasibility of raising additional financing in the current macroeconomic environment, liquidating the company, and the benefits and risks associated with such alternatives compared to the proposed merger. The Board believed this supported its decision because Abazias’ financial position as a stand alone business is currently precarious and without the possibility of greater access to capital and the ability to utilize marketing tools OmniReliant provides, the Board felt that Abazias might have to cease operations cause investors to lose their entire investment in the company.

In addition to reviewing and considering the factors described above, Abazias’ board of directors considered a number of additional factors, including, among other things, the following factors which Abazias’ board of directors viewed as supporting its decision:

-Abazias stockholders will have the opportunity to participate in the potential growth of OmniReliant after the merger;

-the market potential for Abazias’ products using the combined company’s resources;

-OmniReliant’s greater access to capital;

-Abazias’ limited prospects to continue as an independent company;

-the historic, current and prospective financial condition, results of operations and cash flows of Abazias, particularly the fact that due to capital limitations, Abazias has limited potential to expand its business;

-based on Abazias’ efforts for the past several years to attract capital and to pursue alternative transactions, the low probability that any alternative transaction would be available to Abazias that would provide the -same or greater value to Abazias stockholders within a reasonable time frame;

The Board believed these factors supported its decision because Abazias’ financial position as a stand alone business is currently precarious and without the possibility of greater access to capital and the ability to utilize marketing tools OmniReliant provides, the Board felt that Abazias might have to cease operations cause investors to lose their entire investment in the company.

-the shares of OmniReliant common stock issued to Abazias stockholders as merger consideration will be registered with the SEC and will be freely tradable for Abazias stockholders who are not affiliates of OmniReliant. The Board believed these factors supported its decision because Abazias’ shareholders with free trading stock would continue to own free trading stock after the merger;

-the terms and conditions of the merger agreement, including the merger consideration. The Board believed this supported its decision because the merger agreement has a floor price of $.50 per OmniReliant shares to be received, which was greater than the current trading price of Abazias at the time, which was $0.30 at December 8, 2008

-the belief that the terms of the merger agreement, including the parties’ representations, warranties and covenants and the conditions to the parties’ respective obligations, are reasonable. The Board believed this supported its decision because the merger agreement contains these matters concerning OmniReliant which provide additional legal protections for Abazias and its shareholders.

-the terms of the transaction, including the merger consideration, as compared to the terms that might be achieved with other similar transactions with other potential merger partners. The Board believed this supported its decision because given Abazias’ current financial situation, it believed no other potential merger partner would offer better terms.

-dissenters’ rights would be available to Abazias stockholders under applicable state law. The Board believed this supported its decision because the state law provides legal protections for shareholders who do not believe they are receiving fair value consideration;

-Abazias’ board of directors also considered the following potentially negative factors in reaching its decision to approve and authorize the merger agreement, the merger and the other transactions contemplated under the merger agreement:

-OmniReliant may not be able to access capital following the closing of the merger The Board believed this detracted from its decision because a principal reason for the merger, greater access to capital, might not be achieved;

the loss of management independence, even though mitigated by terms in the employment agreements The Board believed this detracted from its decision because a loss of independence of management could impede Abazias ability to implement its business plan;

-the perceived synergistic advantages of combining the two companies may not materialize. The Board believed this detracted from its decision because the perceived the ability to utilize marketing tools OmniReliant provides may not materalize;

-the risk that, while the merger is expected to be completed, there is no assurance that all conditions to the parties’ obligations to complete the merger will be satisfied and, as a result, it is possible that the merger may not be completed even if approved by our stockholders;

-if the merger is not completed for whatever reason, Abazias will have incurred substantial expenses, and will have to repay OmniReliant for amounts borrowed under the Note which Abazias may not be able to pay, in which event OmniReliant would be entitled to pursue its remedies under the Notes.

The Board believed these factors detracted from its decision because a failure to consummate the merger might leave Abazias in an even more precarious financial position;

-the interests of Abazias’ directors and officers may be different in certain respects from the interests of Abazias stockholders, generally, as described under “The Merger — Interests of Abazias’ Directors and Executive Officers in the Merger” beginning on page 89 of this proxy statement/prospectus. The Board believed this detracted from its decision because Abazias’ shareholders could perceive conflicts of interest affecting the Board’s decision;

-the restrictions on the conduct of our business prior to the consummation of the merger, which, subject to specific limitations, may delay or prevent us from taking certain actions during the time that the merger agreement remains in effect. The Board believed this detracted from its decision because Abazias’ might not be able to take certain actions which management believed could further the company’s business during this interim period; ; and

-other risk factors described under the section entitled “Risk Factors” beginning on page 43 of this proxy statement/prospectus. The Board believed this detracted from its decision because the decision to move forward with the merger is not without risk to Abazias shareholders.

Abazias’ board of directors considered all of these factors as a whole and considered the factors in their totality to favor and support the decision to approve and authorize the merger agreement, the merger, and the other transactions contemplated under the merger agreement and to recommend that Abazias’ stockholders adopt the merger agreement.

In view of the variety of factors considered in connection with its evaluation of the merger, Abazias’ board of directors did not find it practicable to, and therefore did not, quantify, rank, or otherwise assign relative or specific weight or values to any of these factors. In addition, each individual director may have given different weights to different factors. However, most significant among all of these factors was the believe that without this merger, Abazias might have to cease operations cause investors to lose their entire investment in the company.

OmniReliant’s Reasons for the Merger

Omni entered into the merger agreement with Abazias because, among other things, Omni believes that the financial condition of Abazias combined with the expertise and assets of Omni is consistent with its expansion and overall business strategy. The acquisition will expand Omni’s ability to finance its operations and further its growth, thereby providing Omni the opportunity to increase its overall revenue.

In reaching its decision, Omni’s board of directors, in consultation with Omni’s management and its outside legal advisors, considered a variety of other material factors, including:

- the potential of the combined company to enhance stockholder value through operating efficiencies.

- a larger combined customer base and complementary distribution channels will provide leverage for expanded sales and marketing opportunities for Omni.

- the potential for Omni to provide a broader range of products, product features and solutions as a result of the Transaction, thereby enhancing Omni’s competitive strength and increasing its ability to satisfy the requirements of existing and new customers.

Omni’s board of directors also considered the following potentially negative factors in reaching its decision to approve and authorize the merger agreement, the merger and the other transactions contemplated under the merger agreement:

-the perceived synergistic advantages of combining the two companies may not materialize;

-other risk factors described under the section entitled “Risk Factors” beginning on page 43 of this proxy statement/prospectus.

Omni’s board of directors considered all of these factors as a whole and considered the factors in their totality to favor and support the decision to approve and authorize the merger agreement, the merger, and the other transactions contemplated under the merger agreement.

In view of the variety of factors considered in connection with its evaluation of the merger, Omni’s board of directors did not find it practicable to, and therefore did not, quantify, rank, or otherwise assign relative or specific weight or values to any of these factors. In addition, each individual director may have given different weights to different factors.

Interests of Executive Officers and Directors in the Merger

Commensurate with the entering into of the Agreement and Plan of Merger, Abazias.com has entered into Employment Agreements with Oscar Rodriguez and Jesus Diaz, with Mr. Rodriguez serving as Chief Executive Officer and President of Abazias.com and Mr. Diaz serving as Vice President, Chief Financial Officer and Chief Operating Officer of Abazias.com. The Employment Agreements shall become effective upon the closing of the transaction. The Employment Agreements are for a term of twenty-four (24) months and shall be automatically renewed for successive one (1) year periods, subject to the provisions of the Employment Agreements. The employment Agreement also provide for annual compensation of One Hundred Thousand Dollars ($100,000) per year for Mr. Rodriguez and for Eighty Five Thousand Dollars ($85,000) for Mr. Diaz. Upon the entering into of these Employment Agreements, Oscar Rodriguez received a signing bonus of Three Hundred and Eleven Thousand Three Hundred Dollars ($311,300.00) and Jesus Diaz received a signing bonus of One Hundred and Six Thousand Three Hundred and Fifty Dollars ($106,350.00). The employment agreements also provide for annual bonuses and incentive compensation. The bonuses will be determined by the board of directors who will use its discretion to determine the bonus amounts based on sales, gross margin, EBITDA, and operating profits amongst other non-financial compensation. The incentive compensation is as follows: In the event the Company sells for in excess of Fifteen Million Dollars ($15,000,000) in cash within two (2) years of the Closing Date, as that term is defined in the Securities Purchase Agreement by and between the OmniReliant, Abazias, Inc. and Abazias.com, Inc., the Executive shall receive additional compensation. The additional compensation will be fifty percent (50%) of every dollar over Fifteen Million dollars ($15,000,000) in cash and up to Seventeen Million dollars ($17,000,000) and Seven and One half percent (7.5%) of the cash in excess of $17,000,000 (the “Incentive Compensation”). In addition, Mr. Rodriguez is the beneficial owner of 1,125,000 shares of Abazias common stock and Mr. Diaz is the beneficial owner of 375,000 shares of Abazias common stock. Mr. Rodriguez and Mr. Diaz will each receive shares of OmniReliant Series E Preferred Stock, on a pro rata basis, based on their respective beneficial ownership.

Chris Phillips, a director of OmniReliant, own or controls 99,239 shares of Abazias, Inc. As a condition of Mr. Phillips' current employment with Vicis Capital Master Fund, on or before the closing of this transaction, Mr. Phillips will be transferring/selling ownership and/or control of these shares at a purchase price which has yet to be determined. The current value of these shares is $74,429.25, which is calculated based on the most recent closing price of Abazias’ Common Stock of $0.75 on June 17, 2009. To date, Mr. Phillips currently has no agreement or understanding to transfer such shares.

Material United States Federal Income Tax Consequences

Generally

The following discussion summarizes the material U.S. federal income tax consequences of the Merger to U.S. holders (as defined below) of Abazias common stock. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, administrative pronouncements and judicial decisions currently in effect, all of which are subject to change, possibly with retroactive effect. Any such change could affect the accuracy of this discussion.

This discussion assumes you hold your shares of Abazias common stock as capital assets within the meaning of Section 1221 of the Code. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to you in light of your particular circumstances or to U.S. holders of Abazias common stock subject to special treatment under the federal income tax laws such as:

	¨	insurance companies;

investment companies;

	¨	tax-exempt organizations;

	¨	financial institutions;

	¨	dealers in securities or foreign currency;

	¨	banks or trusts;

	¨	persons that hold Abazias common stock as part of a straddle, hedge, constructive sale, conversion or other integrated security transaction;

	¨	persons that have a functional currency other than the U.S. dollar;

	¨	investors in pass-through entities; or

persons who acquired their Abazias common stock through the exercise of options or otherwise as compensation or through a tax-qualified retirement plan.

This discussion does not address the tax consequences to holders of Abazias common stock who exercise appraisal and/or dissenter’s rights. Further, this discussion does not consider the potential effects of any state, local or foreign tax laws or U.S. federal tax laws other than federal income tax laws.

This discussion is not intended to be tax advice to any particular holder of Abazias common stock. Tax matters regarding the Merger are complicated, and the tax consequences of the Merger to you will depend on your particular situation. You should consult your own tax advisor regarding the specific tax consequences to you of the Merger, including the applicability and effect of federal, state, local and foreign income and other tax laws.

For purposes of this discussion, you are a “U.S. holder” if you beneficially own Abazias common stock and you are:

	¨	a citizen or resident of the United States for federal income tax purposes;

	¨	a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States or any of its political subdivisions;

	¨	a trust, if (i) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person; or

an estate that is subject to U.S. federal income tax on its income regardless of its source.

If an entity classified as a partnership for U.S. federal income tax purposes holds Abazias common stock, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. Partners of partnerships holding Abazias common stock are urged to consult their own tax advisors.

Neither OmniReliant nor Abazias have requested a ruling from the Internal Revenue Service (the “IRS”) with respect to any of the U.S. federal income tax consequences of the Merger and, as a result, there can be no assurance that the IRS will not disagree with any of the conclusions described below. In the opinion of OmniReliant’s counsel, Bush Ross, P.A., the Merger will, under current law, constitute a tax-free reorganization under Section 368(a) of the Code, and OmniReliant and Abazias will each be a party to the reorganization within the meaning of Section 368(b) of the Code. In rendering such opinion, counsel has relied upon written representations and covenants of OmniReliant and Abazias. The opinion of OmniReliant’s counsel is not binding on the IRS or any court.

The discussion below summarizes the material U.S. federal income tax consequences to a U.S. holder of Abazias common stock resulting from the qualification of the Merger as reorganization within the meaning of Section 368(a) of the Code.

U.S. Federal Income Tax Consequences of the Merger to U.S. Holders

As a tax-free reorganization, the Merger will have the following federal income tax consequences for U.S. holders of Abazias common stock:

1. No gain or loss will be recognized by U.S. holders of Abazias common stock as a result of the exchange of such shares for shares of OmniReliant Series Preferred Stock pursuant to the Merger.

2. The tax basis of the shares of OmniReliant Series E Preferred Stock received by each U.S. holder of Abazias will equal the tax basis of such U.S. holder’s shares of Abazias common stock exchanged in the Merger.

3. The holding period for the shares of OmniReliant Series E Preferred Stock received by each U.S. holder of Abazias will include the holding period for the shares of Abazias common stock of such U.S. holder exchanged in the Merger.

Reporting and Retention Requirements

If you receive OmniReliant Series E Preferred Stock as a result of the Merger, you are required to retain certain records pertaining to the Merger pursuant to the Treasury Regulations under the Code. If you are a “significant holder” (as defined in the Treasury Regulations under the Code) of Abazias securities, you must file with your U.S. federal income tax return for the year in which the Merger takes place a statement setting forth certain facts relating to the Merger. You are urged to consult your tax advisors concerning potential reporting requirements.

No Regulatory Approval Required for Transaction

The consummation of the Transaction is not contingent upon or subject to the approval of any regulatory agency or authority.

Dissenter’s/Appraisal Rights

Holders of shares of Abazias common stock who do not vote in favor of the merger proposal and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the merger under Section 262 of the Delaware General Corporation Law, which we refer to as Section 262.

The following discussion includes the material provisions of the law pertaining to appraisal rights under the Delaware General Corporation Law but is not a complete statement of the law pertaining to appraisal rights under the Delaware General Corporation Law and is qualified in its entirety by the full text of Section 262 which is attached as Appendix B to this proxy statement/prospectus. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262.

Under Section 262, holders of shares of Abazias common stock who do not vote in favor of the merger proposal and who otherwise follow the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery, which we refer to as the Court, and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Court, together with interest, if any, to be paid upon the amount determined to be the fair value.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available for any and all shares and include in the notice a copy of Section 262. This proxy statement/prospectus shall constitute the notice, and the full text of Section 262 is attached as Annex D to this proxy statement/prospectus. Any holder of Abazias common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review the following discussion and Annex D carefully because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of common stock, Abazias believes that if a stockholder considers exercising such rights, such stockholder should seek the advice of legal counsel.

Filing Written Demand. Any holder of Abazias common stock wishing to exercise appraisal rights must deliver to Abazias, before the vote on the merger proposal at the Abazias special meeting, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not vote in favor of the merger proposal. A holder of shares of Abazias common stock wishing to exercise appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the closing date of the merger, since appraisal rights will be lost if the shares are transferred prior to the effective date of the merger. The holder must not vote in favor of the merger proposal. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the merger proposal, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the merger proposal or abstain from voting on the merger proposal. Neither voting against the merger proposal, nor abstaining from voting or failing to vote on the merger proposal, will in and of itself constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the merger proposal. The demand must reasonably inform Abazias of the identity of the stockholder as well as the intention of the stockholder to demand an appraisal of the “fair value” of the shares held by the holder. A stockholder’s failure to make the written demand prior to the taking of the vote on the merger proposal at the Abazias special meeting will constitute a waiver of appraisal rights.

Only a holder of record of shares of Abazias common stock is entitled to demand an appraisal of the shares registered in that holder’s name. A demand for appraisal in respect of shares of Abazias common stock should be executed by or on behalf of the holder of record, fully and correctly, as the holder’s name appears on the holder’s stock certificates, should specify the holder’s name and mailing address and the number of shares registered in the holder’s name and must state that the person intends thereby to demand appraisal of the holder’s shares in connection with the merger. Abazias stockholders whose shares of Abazias common stock are held in a stock brokerage account or by a bank or other nominee and who wish to exercise appraisal rights are urged to consult with their broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such a nominee.

All written demands for appraisal pursuant to Section 262 should be sent or delivered to Abazias at 5214 SW 91 st Terrace Suite A, Gainesville, FL 32608Attn: Chief Executive Officer.

At any time within 60 days after the effective date of the merger, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the terms offered pursuant to the merger agreement by delivering to the surviving corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective date of the merger will require written approval of the surviving corporation. No appraisal proceeding in the Court will be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however, that any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the merger consideration offered pursuant to the merger agreement within 60 days after the closing date of the merger. If the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s right to appraisal in accordance with the proviso in the immediately preceding sentence, if the Court does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the consideration being offered pursuant to the merger agreement.

Notice by the Surviving Corporation. Within ten days after the effective date of the merger, the surviving corporation must notify each holder of Abazias common stock who has made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the merger proposal, that the merger has become effective.

Filing a Petition for Appraisal. Within 120 days after the effective date of the merger, but not thereafter, the surviving corporation or any holder of Abazias common stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition with the Court demanding a determination of the fair value of the shares held by all dissenting holders. The surviving corporation is under no obligation to, and has no present intention to, file a petition, and holders should not assume that the surviving corporation will file a petition. Accordingly, it is the obligation of the holders of Abazias common stock to initiate all necessary action to perfect their appraisal rights in respect of shares of Abazias common stock within the time prescribed in Section 262. Within 120 days after the effective date of the merger, any holder of Abazias common stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the merger proposal and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within ten days after a written request therefor has been received by the surviving corporation or within ten days after the expiration of the period for delivery of demands for appraisal, whichever is later. Notwithstanding the foregoing, a person who is the beneficial owner of shares of Abazias common stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition or request from Abazias the statement described in this paragraph.

If a petition for an appraisal is timely filed by a holder of shares of Abazias common stock and a copy thereof is served upon the surviving corporation, the surviving corporation will then be obligated within 20 days to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares of Abazias common stock have not been reached. After notice to the Abazias stockholders as required by the Court, the Court is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Court may require the stockholders who demanded an appraisal for their shares and who hold shares of Abazias common stock represented by certificates to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceeding; and if any stockholder fails to comply with the direction, the Court may dismiss the proceedings as to the stockholder.

Determination of Fair Value. After the Court determines the holders of Abazias common stock entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court, including any rules specifically governing appraisal proceedings. Through such proceeding, the Court shall determine the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court will take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined could be more than, the same as or less than the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares and that an investment banking opinion as to fairness from a financial point of view is not necessarily an opinion as to fair value under Section 262. Although Abazias believes that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Court, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Neither OmniReliant nor Abazias anticipate offering more than the applicable merger consideration to any stockholder exercising appraisal rights, and reserve the right to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Abazias common stock is less than the applicable merger consideration.

If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the action may be determined by the Court and taxed upon the parties as the Court deems equitable under the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by a stockholder in connection with an appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts utilized in the appraisal proceeding, to be charged pro rata against the value of all the shares entitled to be appraised.

If any stockholder who demands appraisal of shares of Abazias common stock under Section 262 fails to perfect, successfully withdraws or loses such holder’s right to appraisal, such stockholder’s shares of Abazias common stock will be deemed to have been converted at the effective date of the merger into the right to receive the merger consideration pursuant to the merger agreement. A stockholder will fail to perfect, or effectively lose, the holder’s right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the merger. In addition, as indicated above, a stockholder may withdraw his, her or its demand for appraisal in accordance with Section 262 and accept the merger consideration offered pursuant to the merger agreement.

Failure to comply strictly with all of the procedures set forth in Section 262 will result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is urged to consult legal counsel before attempting to exercise those rights.

Listing of OmniReliant Holdings Common Stock

OmniReliant Holdings' current trading symbol "ORHI" and it is traded on the Over the Counter Bulletin Board.

Delisting and Deregistration of Abazias’ common Stock

If the merger is completed, Abazias’ common stock will be delisted from the OTCBB and deregistered under the Exchange Act, and Abazias will no longer file periodic reports with the SEC.

INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF OMNIRELIANT

The following table sets forth certain information with respect to our directors and executive officers.

Below are the names and certain information regarding the Company's executive officers, directors and director nominees. Officers are elected annually by the Board of Directors. These same Board Members will remain post-Merger.

Name	Age	Position
Christopher D. Phillips	37	Secretary, Treasurer, Director
Paul Morrison	42	Chief Executive Officer, Chief Financial Officer, Director
Richard Diamond	46	Director

Background of Executive Officers and Directors

Paul Morrison . On January 24, 2008, Mr. Morrison was appointed Chief Executive Officer and Chief Financial Officer of the Company On November 22, 2006 Mr. Morrison was elected Chief Operating Officer, President and Assistant Secretary of the Company. Mr. Morrison has served as the President, Chief Operating Officer and Assistant Secretary of OmniReliant Corporation since October 31, 2006. From October 2005 until October 2006, Mr. Morrison was the COO of WG Products, a cosmetic company, where he directed all facets of operations including production, customer service, planning, scheduling, maintenance, warehousing, distribution, purchasing, sales, and strategic initiatives. From 2001 through 2005 he managed various operations at Wyeth Pharmaceuticals. Mr. Morrison started his career working for Calvin Klein Cosmetics, and has accumulated sixteen years of experience serving in cosmetic and pharmaceutical operations management roles for Fortune 100 companies. He received a Bachelor’s of Science degree in Business Management from the Rutgers University and an Honorable discharge from the United States Air Force.

Christopher D. Phillips. Mr. Phillips has been a managing director for Vicis Capital, LLC since February 2008. From 2004 through January 2008, Mr. Phillips served as President and CEO of Apogee Financial Investments, Inc., a merchant bank that owns 100% of Midtown Partners & Co., LLC, a FINRA licensed broker-dealer. From 2000 through January 2008, he also served as managing member of TotalCFO, LLC, which provides consulting and CFO services to a number of public and private companies and high net worth individuals. From November 2007 through January 2008 Mr. Phillips served as the CEO and Chief Accounting Officer of OmniReliant Holdings, Inc. (OTCBB: ORHI).

Presently, he is a member of the Board of Directors OmniReliant Holdings, Inc., Precision Aerospace Components, Inc. (OTCBB: PAOS), Amacore Group, Inc. (OTCBB: ACGI), Brookside Technology Holdings Corp. (OTCBB: BKSD), MDwerks, Inc. (OTCBB: MDWK) and a few private companies. Mr. Phillips received a B.S. in Accounting and Finance and a Masters of Accountancy, with a concentration in Tax, both from the University of Florida. Mr. Phillips is a Florida CPA.

Richard Diamond . On November 30, 2006 Mr. Diamond was named as a Director of the Company. Mr. Diamond has served as a Director of OmniReliant Corporation since its inception in August 2006. Since January 2008, Mr. Diamond has served as President and CEO of Apogee Financial Investments, Inc. (“Apogee”) a private merchant bank incorporated in Florida. From October 2004 to January 2008, Mr. Diamond served as Senior Vice President of Apogee. His areas of responsibility include administration, due diligence, document preparation and review, and assisting clients with corporate filings and compliance. Apogee owns 100% of Midtown Partners & Co., LLC, a FINRA licensed broker-dealer. From April 2000 until December 2005, Mr. Diamond served as Managing Member and Vice President of Apogee Business Consultants, LLC, a Nevada limited liability corporation specializing in reverse mergers and acquisitions. From October 2001 until December 2005, Mr. Diamond served as founder, President and sole director of RJ Diamond Consulting, Inc., a privately owned Florida corporation specializing in financial and public company consulting. From July 2003 until December 2003, Mr. Diamond served as a Director of Sabre Marketing, Inc. a private Florida corporation. From August 2001 until August 2002, Mr. Diamond served as the sole officer and director of Conus Holdings, Inc., a publicly reporting Nevada shell corporation.

Legal Proceedings

No officer, director, promoter or significant employee has been involved in the last five years in any of the following:

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Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

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Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

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Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoying, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

●

Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Employment Agreements

On October 31, 2006 the Company entered into an employment agreement with Paul Morrison to act as its Chief Operating Officer and President. Under the terms of the agreement Mr. Morrison's contract will be for a term of two (2) years with automatic successive two (2) year term renewals subject to a notice of non-renewal. In consideration for the services he is to receive a base salary of $120,000 per year with annual pay increases of ten percent (10%); incentive bonus of one and half percent (1.5%) of pretax profits on the sales of certain products payable the day after the Company's 10-KSB annual report is filed with the SEC; the issuance of 300,000 shares the Company's restricted common stock payable as follows: 150,000 shares upon execution of the agreement and 150,000 shares on the first anniversary of employment with the Company. On October 31, 2006, prior to the recapitalization, OmniReliant Corporation issued Mr. Morrison 150,000 shares and recorded $15,000 of stock compensation expense related to this agreement

Executive Compensation for Officers of OmniReliant

The following table sets forth information concerning the annual and long-term compensation earned by or paid to our Chief Executive Officer and to other persons who served as executive officers as at and/or during the fiscal year ended June 30, 2008 who earned compensation exceeding $100,000 during 2007 (the “named executive officers”), for services as executive officers for the last two fiscal years.

Summary Compensation Table

Name & Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Christopher Phillips, CEO (1)	2008		0		0		0			0		0		0		0		0
	2007		0		0		0			0		0		0		0		0
Paul Morrison, President	2008		120,000		0		0			0		0		0		0		0
	2007		90,000		0	$	15,000	(2)		0		0		0		0	$	105,000
Cynthia Allison, Former CEO	2006		0		0		0			0		0		0		0		0

(1)	Chris Phillips was named to the Board and elected CEO, CFO, Secretary and Treasurer on November 22, 2006. Mr. Phillips resigned as CEO, CFO, Secretary and Treasurer on January 23, 2008.
(2)	Represents the market value of 150,000 shares of common stock granted to Mr. Morrison granted on October 19, 2006 (based on a $.10 per share, the closing price of the Company’s common stock on the Over-the-Counter Bulletin Board on the day of grant).

Outstanding Equity Awards at Fiscal Year-End Table

	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)			Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Chris Phillips, CEO		0		0		0		0		0		0		0			0		0
Paul Morrison, President (1)		0		0		0		0		0		150,000	$	225,000	(2)		0		0

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(1) Pursuant to the terms of his employment agreement, Mr. Morrison is to receive 300,000 shares of common stock, of which 50% was granted immediately and the remaining 50% is to be given to Mr. Morrison on the one year anniversary of his employment with the Company. The market value of the 150,000 shares of common stock granted to Mr. Morrison is based on $.10 per share, the closing price of the Company’s common stock on the Over-the-Counter Bulletin Board on the day of grant.

(2) Represents the market value of 150,000 shares of common stock (based on $1.50 per share, the closing price of the Company's common stock on the Over-the-Counter Bulletin Board on October 14, 2008)

Directors’ Compensation

For the fiscal year ended June 30, 2008, directors did not receive any remuneration in their capacity as a director.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS OF OMNIRELIANT CORPORATION

The following table sets forth certain information, as of August 14, 2009 with respect to the beneficial ownership of the Company’s outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the named executive officers, directors and director nominees; and (iii) our directors, director nominees and named executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

Name of Beneficial Owner(1)	Common Stock Beneficially Owned		Percentage of Common Stock Beneficially Owned (2)
Paul Morrison (3)		2,100,000		1.73	%

Vicis Capital, LLC (5)(6)		208,502,441		95.97	%

Chris Phillips		0		*

Richard Diamond (4)		5,366,666		4.33	%

All officers and directors as a group (3 persons)		7,466,666		17.9	%

* Less than 1%

(1) Except as otherwise indicated, the address of each beneficial owner is c/o OmniReliant Corporation 14375 Myerlake Circle, Clearwater, FL 33760.

(2) Applicable percentage ownership of common stock is based on 119,650,641 shares of common stock outstanding as of August 14, 2009, together with securities exercisable or convertible into shares of common stock within 60 days of August 14, 2009 for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock underlying convertible securities that are currently exercisable or exercisable within 60 days of August 14, 2009 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

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(3) Represents (i) 300,000 shares of common stock, (ii) an option to purchase 300,000 shares of common stock at a conversion price of $1.00, and (iii) an option to purchase 1,500,000 shares of common stock at a conversion price of $0.50.

(4) Represents 1,200,000 shares of the Registrant’s common stock owned by Deecembra Diamond,, (ii) 4,166,666 common stock purchase warrants owned by Midtown Partners & Co., LLC. Mr. Diamond’s spouse, Deecembra Diamond, owns 36% of Apogee Financial Investments, Inc., which owns 100% of Midtown Partners & Co., LLC, a FINRA licensed broker-dealer. Mr. Diamond specifically disclaims beneficial ownership of these shares except to the extent of his pecuniary interests therein.

(5) The address for Vicis Capital LLC is 445 Park Avenue, 16 th Floor, New York, NY 10022.

(6) Includes (i) 110,896,165 shares of Omni’s common stock and (ii) a warrant to purchases 97,606,276 shares of Omni’s common stock with an exercise price of $0.25 per share.

Transactions with Related Persons, Promoters and Certain Control Persons.

Except as set forth below, there were no transactions during the last two fiscal years, and there are no proposed transactions, to which the Company was or is to become a party in which any director, executive officer, director nominee, beneficial owner of more than five percent (5%) of any class of our stock, or members of their immediate families had, or is to have, a direct or indirect material interest:

Christopher Phillips, OmniReliant’s director, secretary and treasurer, is the managing member of Vicis Capital, LLC, the investment advisor to Vicis Capital Master Fund (“Vicis”). Richard Diamond’s spouse, Deecembra Diamond, owns 36% of Apogee Financial Investments, Inc., which owns 100% of Midtown Partners & Co., LLC, a FINRA licensed broker-dealer. On December 19, 2008, Vicis entered into a securities purchase agreement with Midtown Partners & Co, LLC, whereby Vicis purchased from Midtown a common stock purchase warrant to purchase 1,400,000 shares of OmniReliant’s common stock with an exercise price of $0.75 and a common stock purchase warrant to purchase 700,000 shares of OmniReliant’s common stock with an exercise price of $0.50, for an aggregate purchase price of $600,000.

On February 12, 2009, OmniReliant entered into securities purchase agreement with Vicis, pursuant to which, Vicis purchased 10,000,000 shares of OmniReliant’s series F convertible preferred stock (“Series F Preferred Stock”), or an aggregate purchase price of $10,000,000. The Series F Preferred Stock has a conversion price of $1.20 and is convertible into an aggregate amount of 8,333,333 shares of common stock. In addition, Vicis received Series E Warrants to purchase 33,333,333 shares of OmniReliant’s common stock. Midtown Partners & Co., LLC, in consideration for its services as placement agent, received a warrant to purchase 3,333,333 shares of OmniReliant’s common stock.

On July 20, 2009, OmniReliant entered into a securities purchase agreement with Vicis pursuant to which Vicis purchased a Warrant to purchase 95,506,276 shares of OmniReliant’s common stock for a purchase price of $5,000,000. As further consideration for the purchase of the Warrant, Vicis returned to OmniReliant for cancellation all unexercised warrants held in Vicis’ name. Midtown Partners & Co., LLC, in consideration for its services as placement agent, received a warrant to purchase 1,000,000 shares of OmniReliant’s common stock.

INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF ABAZIAS

The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Post Merger none of these persons will serve as Board members of OmniReliant. Our directors, executive officers and key employees are as follows:

Name	Age	Position
Oscar Rodriguez	42	CEO and Director
Jesus Diaz	40	CFO and Director
Aaron Taravella	31	CIO and Director

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Oscar Rodriguez - From September 2001 to the present, Mr. Rodriguez has been president of Abazias Inc. Since November 1997, Mr. Rodriguez was the owner and president of OR Jewelry Inc., currently doing business as Oscars’ Jewelry. In December 1990, Mr. Rodriguez received his Diamonds and Diamond grading certification from The Gemological Institute of America (GIA). In May 1987, Mr. Rodriguez received his associates degree from Santa Fe community college.

Jesus Diaz - From June 2002 to the present, Mr. Diaz was operations manager at Abazias. From June 2002 to the present, Mr. Diaz has also been the manager of National WLD Techmark Inc. From May 1999 to June 2002 Mr. Diaz was the manager of University Cash Inc. From July 1998 to May 1999, Mr. Diaz was a manager with Speedy Cash. In May 1998, Mr. Diaz received his degree in History from the University of Florida. Mr. Diaz will spend approximately 85% of his time on our business.

Aaron Taravella - From August 2001 to the present Mr. Taravella was Programmer/Website designer for Abazias. Prior to 1998, Mr. Taravella was the principal of Aggressive Software, a software development firm.

Legal Proceedings

No officer, director, promoter or significant employee has been involved in the last five years in any of the following:

●

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

●

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

●

Executive Compensation of Abazias Directors and Officers

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our Principal Executive Officer, our two most highly compensated executive officers other than our CEO who occupied such position at the end of our latest fiscal year and up to two additional executive officers who would have been included in the table below except for the fact that they were not executive officers at the end of our latest fiscal year, by us, or by any third party where the purpose of a transaction was to furnish compensation, for all services rendered in all capacities to us or our subsidiary for the latest fiscal year ended December 31, 2008.

Name	Title	Year	Salary		Bonus		Stock awards		Option awards		Non Equity Incentive plan compensation		Non qualified deferred compensation		All other Compensation		Total
Oscar Rodriguez	CEO	2008		36,000		0		0		0		0		0		0		36,000
		2007		36,000		0		0		0		0		0		0		36,000
Jesus Diaz	CFO	2008		0		0		0		0		0		0		0
		2007		0		0		0		0		0		0		0
Aaron Taravella	CIO	2008		0		0		0		0		0		0		0
		2007		0		0		0		0		0		0		0

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Summary Equity Awards Table

The following table sets forth certain information for our executive officers concerning unexercised options, stock that has not vested, and equity incentive plan awards as of December 31, 2008.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END December 31, 2008

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Oscar Rodriguez		0		0		0		0		0		0		0		0		0
Jesus Diaz		0		0		0		0		0		0		0		0		0
Aaron Taravella		0		0		0		0		0		0		0		0		0

Narrative disclosure to summary compensation and option tables

We have no currently effective employment arrangements or similar arrangements with our officers. However, commensurate with the entering into of the Amended Stock Purchase Agreement, Abazias.com has entered into Employment Agreements with Oscar Rodriguez and Jesus Diaz, with Mr. Rodriguez serving as Chief Executive Officer and President of Abazias.com and Mr. Diaz serving as Vice President, Chief Financial Officer and Chief Operating Officer of Abazias.com. The Employment Agreements shall become effective upon the closing of the transaction. The Employment Agreements are for a term of twenty-four (24) months and shall be automatically renewed for successive one (1) year periods, subject to the provisions of the Employment Agreements. The employment Agreement also provide for annual compensation of One Hundred Thousand Dollars ($100,000) per year for Mr. Rodriguez and for Eighty Five Thousand Dollars ($85,000) for Mr. Diaz. Upon the entering into of these Employment Agreements, Oscar Rodriguez received a signing bonus of Three Hundred and Eleven Thousand Three Hundred Dollars ($311,300.00) and Jesus Diaz received a signing bonus of One Hundred and Six Thousand Three Hundred and Fifty Dollars ($106,350.00)

General

At no time during the last fiscal year with respect to any person listed in the table above was there:

any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined;

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any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;

any option or equity grant;

any non-equity incentive plan award made to a named executive officer;

any nonqualified deferred compensation plans including nonqualified defined contribution plans; or

any payment for any item to be included under All Other Compensation in the Summary Compensation Table.

Board of Directors

Director Compensation

For the fiscal year ended December 31, 2008, directors did not receive any renumeration in their capacity as a director.

Narrative to Director Compensation Table

We have no compensation arrangements (such as fees for retainer, committee service, service as chairman of the board or a committee, and meeting attendance) with directors.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of Abazias.

The following tables set forth the ownership, as of the date of this registration statement, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of my knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control of our company. All business addresses are 5214 SW 91 st Terrace, Gainesville, FL 32608.

Name	Number of Shares		Percentage of Shares Issued
Oscar Rodriguez		1,125,000		35.4	%
Jesus Diaz		375,000		11.8	%
Aaron Taravella		125,000		4.0	%
Rob Rill		165,000		5.2	%
Strategic Capital Advisors, Inc. *		142,500		4.5	%

All officers and directors as a group [3 persons]		1,932,500		60.8	%

* Mr. Rill is the principal of Strategic Capital Advisors, Inc.

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This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, it believes that each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based upon 3,178,057 shares of common stock outstanding as of August 14, 2009.

The holders of the majority of the voting power of all Abazias’ shares entitled to vote must approve the merger pursuant to the Merger Agreement

Transactions with Related Persons, Promoters and Certain Control Persons.

All of our facilities are currently located in Gainesville, Florida. Our corporate headquarters consists of approximately 1,200 square feet which we rent on a month to month basis. Our Landlord is Oscar Rodriquez our CEO and our monthly rent is approximately $2,200.00. Abazias does not believe that the terms of the lease with Mr. Rodriguez are less favorable than any lease that could have been obtained from an unaffiliated third party.

Other than the above transactions, we have not entered into any material transactions with any director, executive officer, and nominee for director, beneficial owner of five percent or more of our common stock, or family members of such persons. We are not a subsidiary of any company .

Director Independence

Our board of directors has determined that we do not have a board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

The Agreement and Plan of Merger, Amended Stock Purchase Agreement and Stock Purchase Agreement

Agreement and Plan of Merger

Subsequent to entering into the Agreement and Plan of Merger, discussed below, OmniReliant and Abazias decided that in order to segregate the assets and liabilities of Abazias into a separate entity, for federal income tax reasons, as well as both Companies belief that the financial condition of Abazias combined with the expertise and assets of Omni is consistent with OmniReliant’s expansion and overall business strategy and that the acquisition will expand OmniReliant’s ability to finance its operations and further its growth, the transaction as it had been constituted needed to be further revised and that instead of purchasing substantially all of the assets of Abazias.com, Inc. com for the 13,000,000 shares of the Preferred Stock, to be distributed to the shareholders of Abazias, which would have resulted in a taxable transaction for shareholders of Abazias, the Boards of Directors of Abazias and OmniReliant resolved that OmniReliant would acquire Abazias Inc., a Delaware corporation (Abazias-Delaware), Abazias, Inc. a Nevada corporation (Abazias-Nevada) and a wholly owned subsidiary of the Abazias-Delaware, and Abazias.com, Inc., a Nevada corporation and a wholly owned subsidiary of Abazias Nevada, for the Series E Preferred Stock, thus allowing the transaction to qualify as a tax free reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended.

In order to further clarify the above intentions of OmniReliant and Abazias, the parties decided to enter into Agreement and Plan of Merger which superseded and replaced the Amended Stock Purchase Agreement and further clarified that Abazias, Inc. shall merge into OmniReliant Acquisition Sub, a wholly owned subsidiary of OmniReliant. Many of the essential terms remained from the Amended Securities Purchase Agreement, however, all parties involved felt that a more streamlined Agreement and Plan of Merger would be more appropriate.

Upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger Abazias-Delaware and OmniReliant Acquisition Sub shall consummate a merger pursuant to which (i) the Abazias-Delaware shall be merged with and into OmniReliant Acquisition Sub and the separate corporate existence of Abazias-Delaware shall thereupon cease, (ii) OmniReliant Acquisition 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 OmniReliant Acquisition 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 below as the "Surviving Corporation." The Merger shall have the effects set forth under the Laws of the State of Nevada.

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The Certificate of Incorporation of OmniReliant Acquisition Sub, as in effect immediately prior to the merger shall be the Certificate of Incorporation of the Surviving Corporation, until thereafter amended as provided by Law and such Certificate of Incorporation.

The Bylaws of OmniReliant Acquisition 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.

Subject to the provisions of the Agreement and Plan of Merger, the parties shall (i) file the appropriate Certificate of Merger in such form as is required by and executed in accordance with the relevant provisions of the Nevada Revised Statutes (“NRS”) and the Delaware General Corporation Law (“DGCL”) and (ii) make all other filings or recordings required under the NRS and DGCL. The Merger will become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Nevada and Delaware, or at such subsequent date or time as the Company and OmniReliant Acquisition Sub agree and specify in the Certificate of Merger (such time hereinafter referred to as the "Effective Time").

The directors of the Abazias-Delaware immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation, and the officers of the Abazias-Delaware 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. 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 the Abazias-Delaware or OmniReliant Acquisition 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.”

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 the Abazias-Delaware (“Abazias-Delaware Common Stock”), or of OmniReliant Acquisition Sub”

(a) Each outstanding share of OmniReliant Acquisition Sub common stock shall remain outstanding and shall constitute the only issued and outstanding shares of common stock of the Surviving Corporation.

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

(c) Each outstanding Abazias-Delaware Share, other than those set forth in the Agreement and Plan of Merger shall be converted into the right to receive, and shall be exchangeable for the merger consideration (the “Merger Consideration”). At the Effective Time, all Abazias-Delaware Shares converted into the right to receive the Merger Consideration pursuant to the Agreement and Plan of Merger and 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-Delaware Shares, evidence of such Abazias-Delaware Shares in book-entry form) which immediately prior to the Effective Time represented any such Abazias-Delaware Shares 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-Delaware 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.

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The Merger consideration, consisting of the total purchase price payable to the shareholders of the Abazias-Delaware in connection with the acquisition by merger of Abazias-Delaware, shall be delivered and shall consist exclusively of 13,000,000 newly issued shares of Series E Preferred Stock, of OmniReliant (the "Preferred Stock"). The Preferred Stock shall be convertible into shares of common stock of OmniReliant 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"). The total merger consideration is fixed at 13,000,000 shares of OmniReliant’s Series E Preferred Stock, to be distributed pro rata among the holders of Abazias’ issued and outstanding common stock upon closing of the merger, with fractional shares to be rounded up. Each share of Series E Preferred Stock is convertible into one share of OmniReliant’s Common Stock, subject to adjustment should the trading price of OmniReliant ’ s Common Stock fall below$1.20 per share, with a floor at $0.50 per share. The adjusted conversion price will be computed by dividing a market price below $1.20 on the closing day by $1.20. For example on May 29, 2009, shares of OmniReliant’s Common Stock listed on the OTCBB closed at a price of $1.01 per share. At that closing price the holders of Abazias’ common stock would receive 13,000,000 shares of OmniReliant Series E Preferred Stock, to be distributed pro rata, which would be convertible into 15,476,190 shares of OmniReliant’s Common Stock, at a conversion rate of $0.84 ($1.01 divided by $1.20), If shares of OmniReliant’s Common Stock had closed at $1.20 per share, the holders of Abazias’ common stock would receive 13,000,000 shares of OmniReliant’s Series E Preferred Stock, to be distributed pro rata, convertible into 13,000,000 shares of OmniReliant’s Common Stock, at a conversion rate of $1.00 ($1.20 divided by $1.20). To further illustrate, if shares of OmniReliant’s Common Stock had closed at $0.50 per share, the holders of Abazias’ common stock would receive 13,000,000 shares of OmniReliant’s Series E Preferred Stock, to be distributed pro rata, convertible into 30,952,381 shares of OmniReliant’s Common Stock, at a conversion rate of $.42 ($0.50 divided by $1.20). An additional 1,000 shares of OmniReliant’s Series E Preferred Stock are being registered in order to account for the rounding up of fractional shares

During the six months after the closing of the transaction, OmniReliant will provide additional non-debt funding to Abazias.com of Five Hundred Thousand Dollars ($500,000.00) to be used by the Abazias.com for general working capital or such other purposes in furtherance of the business of Abazias.com. This money will be advanced in amounts and at times during this six month period at the request of the officers of the Abazias.com as determined in their sole and absolute discretion. If any requested advance is not made by the end of a seven (7) day period, OmniReliant shall distribute 13,000,000, or such greater number of shares if more than 13,000,000 shares of Preferred Stock are issued as consideration at closing, to the extent that the shares of Preferred Stock are convertible into more than 13,000,000 shares of common stock pursuant to the adjustment provisions of the Certificate of Designations, to the same shareholders of Abazias.com in the same amounts as the shares of Preferred Stock distributed to such Abazias shareholders at Closing. The holders of a majority of such shares shall be entitled to make one demand to the Purchaser to register such shares on a registration statement. Omni has satisfied the requirement of additional funding and will not be required to issue additional shares of Omni’s common stock to Abazias’ Shareholders under this provision.

Completion of the Transaction is subject to certain conditions described in the Agreement and Plan of Merger, including but not limited to (a) approval by the shareholders of Abazias of the merger (b) registration under the Securities Act of 1933, as amended, of OmniReliant Holdings' shares to be issued to Abazias and subsequently distributed to the shareholders of Abazias upon closing of the transaction.

There are numerous other provisions in the Agreement and Plan of Merger which are important in order to derive the full understanding of the merger with OmniReliant Holdings. There can be no assurance that the merger will close or, if closed, that it will occur under the terms and conditions described in the Agreement and Plan of Merger. The above summary is qualified in its entirety by reference to the text and terms and conditions of the Agreement and Plan of Merger. (See Agreement and Plan of Merger-Appendix A)

3,165,522 shares of Abazias’ common stock outstanding will be converted into shares of OmniReliant’s Preferred Stock on a pro rata basis.

Series E Preferred Stock

Each holder of the Series E Preferred Stock shall be entitled to vote on all matters submitted to shareholders of OmniReliant and shall be entitled to one (1) vote for each share of Series E Preferred Stock owned at the record date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. Except as otherwise required by law, the holders of shares of Series E Preferred Stock shall vote together with the holders of Common Stock on all matters and shall not vote as a separate class.

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The holders of Series E Preferred Stock shall not be entitled to receive any preference upon the liquidation, dissolution or winding up of the business of the Corporation, whether voluntary or involuntary, each holder of Series E Preferred Stock shall share ratably with the holders of the common stock of the Corporation.

The holders of the Series E Preferred Stock may, at such Holder's option, at any time after issuance, elect to convert or any portion of the shares of Series E Preferred Stock held by such person into one (1) share of fully paid and non-assessable shares of Common Stock for each share of Series E Preferred Stock.

To convert Series E Preferred Stock into full shares of Common Stock on any date, the Holder thereof shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 5:00 p.m., Eastern Time on such date, a copy of a fully executed notice of conversion to the OmniReliant (the “Conversion Notice). Upon receipt by the OmniReliant of the Conversion Notice, the OmniReliant or its designated transfer agent, as applicable, shall, within three (3) business days following the date of receipt by the OmniReliant, issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If the number of shares of Preferred Stock represented by the Preferred Stock Certificate(s) submitted for conversion is greater than the number of shares of Series E Preferred Stock being converted, then the OmniReliant shall, as soon as practicable and in no event later than three (3) business days after receipt of the Preferred Stock Certificate(s) and at the OmniReliant's expense, issue and deliver to the holder a new Preferred Stock Certificate representing the number of shares of Series E Preferred Stock not converted.

The conversion rate will be adjusted on a pro-rata basis on the conversion date if the price per share of the common stock of OmniReliant is trading below One Dollar and Twenty Cents ($1.20) based upon the VWAP at the close of the market. For example, assuming 13,000,000 shares of Series E Preferred Stock, if the Common Stock is trading at $1.15, then the shares of Common Stock issued shall equal Thirteen Million Five Hundred Forty One Thousand Six Hundred an Sixty Seven (13,541,667) instead of Thirteen Mi1lion (13,000,000). Notwithstanding the above, Such Conversion Rate shall have a floor of Fifty Cents ($.50). VWAP shall mean the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time). The total merger consideration is fixed at 13,000,000 shares of OmniReliant’s Series E Preferred Stock, to be distributed pro rata among the holders of Abazias’ issued and outstanding common stock upon closing of the merger, with fractional shares to be rounded up. An additional 1,000 shares of OmniReliant’s Series E Preferred Stock are being registered in order to account for the rounding up of fractional shares. Each share of Series E Preferred Stock is convertible into one share of OmniReliant’s Common Stock, subject to adjustment should the trading price of OmniReliant’s Common Stock fall below $1.20 per share, with a floor at $0.50 per share. The adjusted conversion price will be computed by dividing a market price below $1.20 on the closing day by $1.20. For example, if the trading price of Omni’s common stock is $0.50, the conversion rate would be $0 .42, calculated by dividing $0.50 by $1.20. Below is a tabular illustration of the number of shares of OmniReliant Common Stock the Series E Preferred Stock would be convertible into based on different market values of OmniReliant’s Common Stock:

Market Price	Conversion Rate		OmniReliant Series E Preferred Stock		OmniReliant Common Stock		Abazias Common Stock Outstanding at Closing		Ratio of Omni Stock received for Abazias Stock	Percentage of Omni Stock Held By Abazias’ Shareholders
$0.50		.42		13,000,000		30,952,381		3,165,522	9.79:1		20.55	%
$1.01		.84		13,000,000		15,476,190		3,165,522	4.89:1		11.45	%
$ 1.20		1.00		13,000,000		13,000,000		3,165,522	4.11:1		9.80	%

Until December 2, 2010, the Series E Preferred Stock shall have price protection in the event the OmniReliant raises money below One Dollar and Twenty Cents ($1.20) per share of Common Stock (the “Price Protection). If the OmniReliant shall raise money at a value of less than $1.20 per share of Common Stock the conversion rate shall be adjusted in accordance with above. Such Price Protection shall have a floor of Fifty Cents ($.50) and shall have carve outs for certain exempt issuances (the “Exempt Issuances”), which shall not trigger the Price Protection. Exempt Issuances means the issuance of (a) shares of Common Stock or options to employees, officers, directors, advisors or consultants of the OmniReliant pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose; (b) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date hereof; (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the directors of the OmniReliant, provided that any such issuance shall only be to a person which is, itself or through its subsidiaries, an operating OmniReliant in a business synergistic with the business of the OmniReliant and in which the OmniReliant receives benefits in addition to the investment of funds, but shall not include a transaction in which the OmniReliant is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (d) securities issuable in accordance with existing obligations of the OmniReliant to OmniReliant employees, officers, directors, consultants or agents; (f) securities issuable to any employees or former agents of the OmniReliant in satisfaction of or in settlement of any disputes or controversies concerning the terms of such person’s employment or separation from the OmniReliant and (g) shares of Common Stock issuable in lieu of payments of interest or dividends.

109

Amended Stock Purchase Agreement

OmniReliant and Abazias determined that for federal income tax purposes, as well as to segregate the assets and liabilities of Abazias into a separate entity, the transaction as it had been constituted needed to be revised and that instead of purchasing substantially all of the assets of Abazias.com, Inc. for the 13,000,000 shares of the Preferred Stock, to be distributed to the shareholders of Abazias, which would have resulted in a taxable transaction for shareholders of Abazias, the Boards of Directors of Abazias and OmniReliant resolved that OmniReliant would acquire Abazias Inc., a Delaware corporation (Abazias-Delaware), Abazias, Inc. a Nevada corporation (Abazias-Nevada) and a wholly owned subsidiary of the Abazias-Delaware, and Abazias.com, Inc., a Nevada corporation and a wholly owned subsidiary of Abazias Nevada, for the Series E Preferred Stock, thus allowing the transaction to qualify as a tax free reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended.

In order to further clarify the Amended Stock Purchase Agreement, OmniReliant and Abazias decided to enter into the above discussed Agreement and Plan of Merger which superseded and replaced the Amended Stock Purchase Agreement and further clarified that Abazias, Inc. shall merge into OmniReliant Acquisition Sub, a wholly owned subsidiary of OmniReliant. Many of the essential terms remained from the Amended Securities Purchase Agreement, however, all parties involved felt that a more streamlined Agreement and Plan of Merger would be more appropriate.

Stock Purchase Agreement

Under the Stock Purchase Agreement, OmniReliant was to purchase substantially all of the assets of Abazias for an aggregate purchase price of: (i) a loan in the amount of Five Hundred Thousand Dollars ($500,000) and; (ii) the issuance of up to thirteen million one thousand (13,000,000) shares of OmniReliant’s Series E Preferred Stock (the “Preferred Stock”) to the Shareholders of Abazias. However, as discussed above the Stock Purchase Agreement has been amended and the Amended Stock Purchase Agreement has altered the transaction form a stock purchase to a merger.

Assumed Liabilities.

None.

Representations and Warranties

Each of OmniReliant Holdings and Abazias has made a number of representations and warranties in the Agreement and Plan of Merger regarding aspects of their respective businesses, financial condition, structure and other facts pertinent to the purchase and sale of Abazias’ assets to OmniReliant Holdings.

The representations and warranties given by Abazias cover the following topics, among others, as they relate to Abazias:

corporate organization and good standing;

the authorization, execution, delivery performance and enforceability of the Agreement and Plan of Merger and related matters;

the capital stock of Abazias;

the accuracy of Abazias’ basic corporate records, including Abazias’ Articles of Incorporation and Bylaws;

the accuracy of Abazias’ minute books;

the receipt of required governmental or other consents or approvals, if any;;

110

filings and reports with the SEC and Abazias’ financial statements;

the accuracy of the information contained in the Registration Statement and Joint Proxy Statement/Prospectus ;

liabilities

accounts receivable;

inventory;

the condition of Abazias’ machinery and equipment;

the completeness and condition of Abazias’ assets;

patents, trademarks, copyrights and licenses;

agreements and contracts to which Abazias is a party;

insurance;

banking and personnel lists;

compliance with the law;

litigation;

The absence of certain changes or events since December 31, 2007;

the accuracy of documents delivered by Abazias to OmniReliant Holdings;

assets;

accounts receivable;

product warranties;

broker's or finder's fee in regard to Abazias’ sale of assets to OmniReliant Holdings;

related party transactions;

environmental matters;

The representations and warranties given by OmniReliant Holdings cover the following topics, among others, as they relate to OmniReliant Holdings and its subsidiaries:

corporate organization and good standing;

the authorization, execution, delivery, performance and enforceability of the Agreement and Plan of Merger and related matters;

the absence of conflicts with OmniReliant Holdings certificate of incorporation, bylaws or any agreements to which OmniReliant Holdings is a party;

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the receipt of required consents or approvals, if any;

title to the shares of OmniReliant Holdings' Preferred Stock to be issued pursuant to the Agreement and Plan of Merger;

filings and reports with the SEC and financial statements;

the absence of certain changes in OmniReliant Holdings' business;

tax returns and payments;

litigation involving OmniReliant Holdings and compliance with laws;

brokers' or finder's fee in regard to OmniReliant Holdings' purchase of Abazias’ assets;

the Registration Statement and Joint Proxy Statement-Prospectus;

investment intent.

The representations and warranties in the Agreement and Plan of Merger are complicated and not easily summarized. You are urged to carefully read the sections of the Agreement and Plan of Merger entitled "Representations and Warranties of Seller" and "Representations and Warranties of Buyer" located at Appendix A.

Covenants and Agreements

The Agreement and Plan of Merger includes certain covenants and agreements of OmniReliant Holdings and Abazias in connection with the merger.

Abazias agreed that, from the date of the Agreement and Plan of Merger through the closing date of the purchase and sale of Abazias’ assets unless OmniReliant Holdings consents in writing or as otherwise expressly contemplated by the Agreement and Plan of Merger, Abazias would not, among other things:

declare, set aside, make or pay any dividend or other distribution;

transfer, issue, sell or dispose of any shares of capital stock or other securities or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities

effect any recapitalization, reclassification, stock split or like change in the capitalization

amend the Articles of Incorporation or Bylaws

increase employee compensation;

change the character of its business;

enter into any other transaction not in the ordinary course of business;

enter into any contract to merge or consolidate with any other corporation;

sell, transfer, or otherwise dispose of or encumber all or any part of the assets to be purchased by OmniReliant Holdings, other than in the ordinary course of business;

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APPENDIX A

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

Section		Page

ARTICLE I THER MERGER
1.1	TheMerger	2
1.2	Effective Time	2
1.3	Directors and Officers of the Surviving Corporation	2
1.4	Subsequent Actions	2

ARTICLE II CONVERSION OF SECURITIES AND MERGER CONSIDERATION
2.1	Conversion of Abazias-DE Common Stock	3
2.2	Merger Consideration	4
2.3	Exchange of Certificates	4

ARTICLE III CLOSING AND TERMINATION
3.1	Closing Date	5
3.2	Termination of Agreement	5
3.3	Procedure Upon Termination	5
3.4	Effect of Termination	6

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE TARGET
4.1	Organization and Good Standing	6
4.2	Authority	6
4.3	Capital Stock	7
4.4	Basic Corporate Records	8
4.5	Minute Books	8
4.6	Subsidiaries and Affiliates	8
4.7	Consents	9
4.8	SEC Documents; Finacial Statements	9
4.9	Statements; Joint Proxy Statement Prospectus	10
4.10	Records and Books of Account	10
4.11	Absence of Undisclosed Liabilities	10
4.12	Taxes	11
4.13	Account Receivable	12
4.14	Inventory	13
4.15	Machinery and Equipment	13
4.16	Real Property Matters	13
4.17	Leases	13
4.18	Patents, Software, Trademarks, Etc	14
4.19	Insurance Policies	14
4.20	Banking and Personnel Lists	15
4.21	Lists of Contracts, Etc	15

4.22	Compliance with the Law	16
4.23	Litigation, Pending Labor Disputes	17
4.24	Absence of Certain Changes or Events	17
4.25	Product Warranties and Product Liabilities	18
4.26	Assets	19
4.27	Absence of Certain Commercial Practices	19
4.28	Licenses, Permits, Consents and Approvals	19
4.29	Environmental Matters	19
4.30	Broker	20
4.31	Related Party Transactions	20
4.32	Patriot Act	20
4.33	Disclosure	20

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT
5.1	Organization and Good Standing	21
5.2	Authority	21
5.3	Conflicts; Consents of Third Parties	21
5.4	SEC Documents; Financial Statements	21
5.5	Statements; Joint Proxy Statement/Prospectus	22
5.6	Litigation	23
5.7	Reserved	23
5.8	Broker	23
5.9	Patriot Act	23
5.10	Due Authorization of Parent Preferred Stock	23

ARTICLE VI COVENANTS
6.1	Covenants	24
6.2	Access to Information	25
6.3	Conduct of the Business Pending the Closing	25
6.4	Consents	28
6.5	Other Actions	28
6.6	No Solicitation; Alternate Transaction	28
6.7	Publicity	29
6.8	Use of Name	29
6.9	Employment Agreements	29
6.10	Non-Competition	29
6.11	Additional Funding	30

ARTICLE VII CONDITIONS TO CLOSING
7.1	Conditions Precedent to Obligations of Parent	30
7.2	ConditionsPrecedent to Obligations of the Target	31

ARTICLE VIII DOCUMENTS TO BE DELIVERED
8.1	Documents to be Delivered by the Target	32
8.2	Documents to be Delivered by the Parent	32

ARTICLE IX INDEMNIFICATION
9.1	Indemnification	33
9.2	Limitations on Indemnification for Breaches of Representations and Warranties	34
9.3	Indemnification Procedures	35

ARTICLE X MISCELLANEOUS
10.1	Payment of Sales, Use or Similar Taxes	36
10.2	Survival of Representations and Warranties	36
10.3	Expenses	36
10.4	Further Assurances	36
10.5	Submission to Jurisdiction; Consent to Service of Process	36
10.6	Entire Agreement; Amendments and Waivers	37
10.7	Governing Law	37
10.8	Table of Contents and Headings	37
10.9	Notices	37
10.10	Severability	38
10.11	Binding Effect; Assignment	38

iii

AGREEMENT AND PLAN OF MERGER

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”).

WITNESSETH :

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:

ARTICLE I

THE MERGER

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.

1.2 Effective Time. Subject to the provisions of this Agreement, on the Closing Date, the parties shall (i) file the appropriate Certificate of Merger in such form as is required by and executed in accordance with the relevant provisions of the Nevada Revised Statutes (“NRS”) and the Delaware General Corporation Law (“DGCL”) and (ii) make all other filings or recordings required under the NRS and DGCL. The Merger will become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Nevada and Delaware, or at such subsequent date or time as and Merger Sub agree and specify in the Certificate of Merger (such time hereinafter referred to as the "Effective Time").

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.

ARTICLE II

CONVERSION OF SECURITIES AND MERGER CONSIDERATION

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.

2.2 Merger Consideration.

(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.

ARTICLE III

CLOSING AND TERMINATION

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.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE TARGET

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.

4.8 SEC Documents; Financial Statements. Except as disclosed in Schedule 4.8:

(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 insurance premiums in respect of such coverage have been, and to the Closing Date will be, paid in full, if due and owing. All claims, if any, made against Abazias-DE which are covered by such policies have been, or are being, settled or defended by the insurance companies that have issued such policies. Up to the Closing Date, such insurance coverage will be maintained in full force and effect and will not be cancelled, modified or changed without the express written consent of the Parent, except to the extent the maturity dates of any such insurance policies expire prior to the Closing Date or where such cancellation would not have a Material Adverse Effect. No such policy has been, or to the Closing Date will be, cancelled by the issuer thereof, and, to the knowledge of Abazias-DEs and Abazias-DE, between the date hereof and the Closing Date, there shall be no increase in the premiums with respect to any such insurance policy caused by any action or omission of Abazias-DEs or of Abazias-DE, except where the foregoing would not have a Material Adverse Effect. Upon the Closing Date, all life insurance policies maintained by Abazias-DE shall be assigned to each respective Abazias-DE.

4.20 Banking and Personnel Lists. Abazias-DEs and Abazias-DE will deliver to the Parent prior to the Closing Date the following accurate lists and summary descriptions relating to Abazias-DE:

(i) The name of each bank in which Abazias-DE has an account or safe deposit box and the names of all persons authorized to draw thereon or have access thereto.

(ii) The names, current annual salary rates and total compensation for the preceding fiscal year of all of the present directors and officers of Abazias-DE, and any other employees whose current base accrual salary or annualized hourly rate equivalent is $20,000 or more, together with a summary of the bonuses, percentage compensation and other like benefits, if any, paid or payable to such persons for the last full fiscal year completed, together with a schedule of changes since that date, if any.

(iii) A schedule of workers’ compensation payments of Abazias-DE over the past five full fiscal years and the fiscal year to date, a schedule of claims by employees of Abazias-DE against the workers’ compensation fund for any reason over such period, identification of all compensation and medical benefits paid to date on each such claim and the estimated amount of compensation and medical benefits to be paid in the future on each such claim.

(iv) The name of all pensioned employees of Abazias-DE whose pensions are unfunded and are not paid or payable pursuant to any formalized pension arrangements, their agent and annual unfunded pension rates.

4.21 Lists of Contracts, Etc. There is included in Schedule 4.21 a list of the following items (whether written or oral) relating to Abazias-DE and/or the Target, which list identifies and fairly summarizes each item (collectively, “Contracts”):

(ii) All joint venture contracts of Abazias-DE or the Target or affiliates relating to the business of Abazias-DE;

(iii) All contracts of Abazias-DE relating to (a) obligations for borrowed money, (b) obligations evidenced by bonds, debentures, notes or other similar instruments, (c) obligations to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (d) obligations under capital leases, (e) debt of others secured by a lien on any asset of Abazias-DE, and (f) debts of others guaranteed by Abazias-DE;

(iv) All agreements of Abazias-DE relating to the supply of raw materials for and the distribution of the products of its business, including without limitation all sales agreements, manufacturer’s representative agreements and distribution agreements of whatever magnitude and nature, and any commitments therefore;

(v) All contracts that individually provide for aggregate future payments to or from Abazias-DE of $5,000 or more, to the extent not included in (i) through (iii) above;

(vi) All contracts of Abazias-DE that have a term exceeding one year and that may not be cancelled without any liability, penalty or premium, to the extent not included in (i) through (v) above;

(vii) A complete list of all outstanding powers of attorney granted by Abazias-DE; and

(viii) All other contracts of Abazias-DE or the Target material to the business, assets, liabilities, financial condition, results of operations or prospects of the business of Abazias-DE taken as a whole to the extent not included above.

Except as set forth in Schedule 4.21, (i) all contracts, agreements and commitments of Abazias-DE set forth in Schedule 4.21 are valid, binding and in full force and effect, and (ii) neither Abazias-DE nor, to the best of Target’s knowledge, any other party to any such contract, agreement, or commitment has materially breached any provision thereof or is in default thereunder. True and complete copies of the contracts, leases, licenses and other documents referred to in Schedule 4.21 will be delivered to the Parent, certified by the Secretary or Assistant Secretary of Abazias-DE as true, correct and complete copies, not later than one business day before the Closing Date.

There are no pending disputes with customers or vendors of Abazias-DE regarding quality or return of goods involving amounts in dispute with any one customer or vendor, whether for related or unrelated claims, in excess of $5,000 except as described on Schedule 4.21 hereto, all of which will be resolved to the reasonable satisfaction of Parent prior to the Closing Date. To the best knowledge of Target and Abazias-DE, there has not been any event, happening, threat or fact that would lead them to believe that any of said customers or vendors will terminate or materially alter their business relationship with Abazias-DE after completion of the transactions contemplated by this Agreement.

4.22 Compliance With the Law. Abazias-DE is not in violation of any applicable federal, state, local or foreign law, regulation or order or any other, decree or requirement of any governmental, regulatory or administrative agency or authority or court or other tribunal (including, but not limited to, any law, regulation order or requirement relating to securities, properties, business, products, manufacturing processes, advertising, sales or employment practices, terms and conditions of employment, occupational safety, health and welfare, conditions of occupied premises, product safety and liability, civil rights, or environmental protection, including, but not limited to, those related to waste management, air pollution control, waste water treatment or noise abatement), except where such would not have a Material Adverse Effect. Except as set forth in Schedule 4.22, Abazias-DE and/or the Target have not been and is not now charged with, or to the best knowledge of the Target or Abazias-DE under investigation with respect to, any violation of any applicable law, regulation, order or requirement relating to any of the foregoing, nor, to the best knowledge of Target or Abazias-DE after due inquiry, are there any circumstances that would or might give rise to any such violation. Abazias-DE has filed all reports required to be filed with any governmental, regulatory or administrative agency or authority, except where the failure to file such would not have a Material Adverse Effect.

4.23 Litigation; Pending Labor Disputes. Except as specifically set forth in Schedule 4.23:

(i) There are no legal, administrative, arbitration or other proceedings or governmental investigations pending or, to the best knowledge of Target or Abazias-DE, threatened, against the Target or Abazias-DE, relating to its business or Abazias-DE or its properties (including leased property), or the transactions contemplated by this Agreement, nor is there any basis known to Abazias-DE or Target for any such action.

(ii) There are no judgments, decrees or orders of any court, or any governmental department, commission, board, agency or instrumentality binding upon Target or Abazias-DE relating to its business or Abazias-DE the effect of which is to prohibit any business practice or the acquisition of any property or the conduct of any business by Abazias-DE or which limit or control or otherwise would have a Material Adverse Affect on its method or manner of doing business.

(iii) No work stoppage has occurred and is continuing or, to the knowledge of Target or Abazias-DE, is threatened affecting its business, and to the best of Target’s knowledge, no question involving recognition of a collective bargaining agent exists in respect of any employees of Abazias-DE.

4.24 Absence of Certain Changes or Events. Abazias-DE has not, since Abazias-DE Balance Sheet Date, and except in the ordinary course of business consistent with past practice:

(i) Incurred any material obligation or liability (absolute, accrued, contingent or otherwise), except in the ordinary course of its business consistent with past practice or in connection with the performance of this Agreement, and any such obligation or liability incurred in the ordinary course is not materially adverse, except for claims, if any, that are adequately covered by insurance;

(ii) Discharged or satisfied any lien or encumbrance, or paid or satisfied any obligations or liability (absolute, accrued, contingent or otherwise) other than (a) liabilities shown or reflected on Abazias-DE Balance Sheet, and (b) liabilities incurred since Abazias-DE Balance Sheet Date in the ordinary course of business that were not materially adverse;

(iii) Increased or established any reserve or accrual for taxes or other liability on its books or otherwise provided therefore, except (a) as disclosed on Abazias-DE Balance Sheet, or (b) as may have been required under GAAP due to income earned or expenses accrued since Abazias-DE Balance Sheet Date and as disclosed to the Parent in writing;

(iv) Mortgaged, pledged or subjected to any lien, charge or other encumbrance any of its assets, tangible or intangible;

(v) Sold or transferred any of its assets or cancelled any debts or claims or waived any rights, except in the ordinary course of business and which has not been materially adverse;

(vi) Disposed of or permitted to lapse any patents or trademarks or any patent or trademark applications material to the operation of its business;

(vii) Incurred any significant labor trouble or granted any general or uniform increase in salary or wages payable or to become payable by it to any director, officer, employee or agent, or by means of any bonus or pension plan, contract or other commitment increased the compensation of any director, officer, employee or agent;

(viii) Authorized any capital expenditure for real estate or leasehold improvements, machinery, equipment or molds in excess of $5,000.00 in the aggregate;

(ix) Except for this Agreement or as otherwise disclosed herein or in any schedule to this Agreement, entered into any material transaction;

(x) Issued any stocks, bonds, or other corporate securities, or made any declaration or payment of any dividend or any distribution in respect of its capital stock; or

(xi) Experienced damage, destruction or loss (whether or not covered by insurance) individually or in the aggregate having a Material Adverse Effect on any of its properties, assets or business, or experienced any other material adverse change or changes individually or in the aggregate affecting its financial condition, assets, liabilities or business (a “Material Adverse Change”).

4.25 Product Warranties and Product Liabilities. The product warranties and return policies of Abazias-DE in effect on the date hereof and the types of products to which they apply are described on Schedule 4.25 hereto. Schedule 4.25 also sets forth all product liability claims involving amounts in controversy in excess of $5,000 that are currently either pending or, to the best of the Target’s and Abazias-DE’s knowledge, threatened against Abazias-DE. The Target have no knowledge of any reason why the future cost of performing all such obligations and paying all such product liability claims with respect to goods manufactured, assembled or furnished prior to the Closing Date will not exceed the average annual cost thereof for said past three year period.

4.26 Assets. The assets of Abazias-DE are listed on Schedule 4.26 attached hereto. Except as described in Schedule 4.26, the assets of Abazias-DE are, and together with the additional assets to be acquired or otherwise received by Abazias-DE prior to the Closing, will at the Closing Date be, sufficient in all material respects to carry on the operations of the Business as now conducted by Abazias-DE. Abazias-DE is the only business organization through which the business is conducted. Except as set forth in Schedule 4.17 or Schedule 4.26, all assets used by the Target and Abazias-DE to conduct the business of Abazias-DE are, and will on the Closing Date be, owned by Abazias-DE.

4.27 Absence of Certain Commercial Practices. Neither Abazias-DE nor Target has made any payment (directly or by secret commissions, discounts, compensation or other payments) or given any gifts to another business concern, to an agent or employee of another business concern or of any governmental entity (domestic or foreign) or to a political party or candidate for political office (domestic or foreign), to obtain or retain business for Abazias-DE or to receive favorable or preferential treatment, except for gifts and entertainment given to representatives of customers or potential customers of sufficiently limited value and in a form (other than cash) that would not be construed as a bribe or payoff.

4.28 Licenses, Permits, Consents and Approvals. Abazias-DE has, and at the Closing Date will have, all licenses, permits or other authorizations of governmental, regulatory or administrative agencies or authorities (collectively, “Licenses”) required to conduct the business, except for any failures of such which would not have a Material Adverse Effect. All material Licenses of Abazias-DE are listed on Schedule 4.28 hereto. At the Closing, Abazias-DE will have all such Licenses which are material to the conduct of the business and will have renewed all Licenses which would have expired in the interim. Except as listed in Schedule 4.28, no registration, filing, application, notice, transfer, consent, approval, order, qualification, waiver or other action of any kind (collectively, a “Filing”) will be required as a result of the Merger in accordance with this Agreement (a) to avoid the loss of any License or the violation, breach or termination of, or any default under, or the creation of any lien on any asset of Abazias-DE pursuant to the terms of, any law, regulation, order or other requirement or any contract binding upon Abazias-DE or to which any such asset may be subject, or (b) to enable Parent (directly or through any designee) to continue the operation of Abazias-DE and the business substantially as conducted prior to the Closing Date. All such Filings will be duly filed, given, obtained or taken on or prior to the Closing Date and will be in full force and effect on the Closing Date.

4.29 Environmental Matters. Except as set forth on Schedule 4.29 hereto:

(a) The operations of Abazias-DE and the Target, to the best knowledge of Target, are in compliance with all applicable laws promulgated by any governmental entity which prohibit, regulate or control any hazardous material or any hazardous material activity (“Environmental Laws”) and all permits issued pursuant to Environmental Laws or otherwise except for where noncompliance or the absence of such permits would not, individually or in the aggregate, have a Material Adverse Effect;

(b) Abazias-DE has obtained all permits required under all applicable Environmental Laws necessary to operate its business, except for any failures of such which would not have a Material Adverse Effect;

(c) Abazias-DE is not the subject of any outstanding written order or Contract with any governmental authority or person respecting Environmental Laws or any violation or potential violations thereof; and

(d) Abazias-DE has not received any written communication alleging either or both that Abazias-DE may be in violation of any Environmental Law, or any permit issued pursuant to Environmental Law, or may have any liability under any Environmental Law.

4.30 Broker. The Target has not retained any broker in connection with any transaction contemplated by this Agreement. Parents shall not be obligated to pay any fee or commission associated with the retention or engagement by the Target of any broker in connection with any transaction contemplated by this Agreement.

4.31 Related Party Transactions. Except as described in Schedule 4.31, all transactions during the past five years between Abazias-DE and any current or former shareholder or any entity in which Abazias-DE or any current or former shareholder had or has a direct or indirect interest have been fair to Abazias-DE as determined by the Board of Directors. No portion of the sales or other on-going business relationships of Abazias-DE is dependent upon the friendship or the personal relationships (other than those customary within business generally) of Target, except as described in Schedule 4.31. During the past five years, Abazias-DE has not forgiven or cancelled, without receiving full consideration, any indebtedness owing to it by Target.

4.32 Patriot Act. Abazias-DE and the Target certify that Abazias-DE and the Target have not been designated, and is not owned or controlled, by a “suspected terrorist” as defined in Executive Order 13224. Abazias-DE and the Target hereby acknowledge that the Parent seeks to comply with all applicable laws concerning money laundering and related activities. In furtherance of those efforts, Abazias-DE and the Target hereby represent, warrant and agree that: (i) none of the cash or property that the Target have contributed or paid or will contribute and pay to Abazias-DE has been or shall be derived from, or related to, any activity that is deemed criminal under United States law; and (ii) no contribution or payment by Abazias-DE to the Parent, to the extent that they are within Abazias-DE’s control shall cause the Parent to be in violation of the United States Bank Secrecy Act, the United States International Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. The Target shall promptly notify the Parent if any of these representations ceases to be true and accurate regarding the Target or Abazias-DE. The Target agrees to provide the Parent any additional information regarding Abazias-DE that the Parent reasonably requests to ensure compliance with all applicable laws concerning money laundering and similar activities.

4.33 Disclosure. All statements contained in any schedule, certificate, opinion, instrument, or other document delivered by or on behalf of the Target or Abazias-DE pursuant hereto shall be deemed representations and warranties by each Target and Abazias-DE herein. No statement, representation or warranty by the Target or Abazias-DE in this Agreement or in any schedule, certificate, opinion, instrument, or other document furnished or to be furnished to the Parent pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading or necessary in order to provide a prospective purchaser of the business of Abazias-DE with full and fair disclosure concerning Abazias-DE, its business, and Abazias-DE’s affairs.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT

5.1 Organization and Good Standing.

The Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.

5.2 Authority.

(a) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been, or will prior to Closing be, duly and validly approved and acknowledged by all necessary corporate action on the part of the Parent.

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

5.3 Conflicts; Consents of Third Parties.

(a) The execution and delivery of this Agreement, the Merger and the consummation of the transactions herein contemplated, and the compliance with the provisions and terms of this Agreement, are not prohibited by the Articles of Incorporation or Bylaws of the Parent and will not violate, conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any court order, indenture, mortgage, loan agreement, or other agreement or instrument to which the Parent is a party or by which it is bound.

(b) 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 is required by or with respect to the Parent 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 S-4 with the SEC in accordance with the Securities Act, (ii) the filing of the Joint Proxy Statement/Prospectus (as defined in Section 4.9) with the SEC in accordance with 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.

5.4 SEC Documents; Financial Statements. Except as disclosed in Schedule 5.4:

(a) The Parent has filed all forms, reports and documents required to be filed with the SEC since the initial filing date of the registration statement for the Parent's initial public offering. All such required forms, reports and documents (including those that the Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, the Parent 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 Parent 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. None of the Parent's Subsidiaries is subject to the periodic reporting requirements of the Exchange Act.(b)Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the “Parent Financials”), including any Parent 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 the Parent 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 the Parent as of December 30, 2008 is hereinafter referred to as the “Parent Balance Sheet Date.” Except as disclosed in the Parent Financials, neither the Parent 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 the Parent and its Subsidiaries taken as a whole, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practices and which would not reasonably be expected to have a Parent Material Adverse Effect.

5.5 Statements; Joint Proxy Statement/Prospectus. None of the information supplied or to be supplied by the Parent 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 Joint Proxy Statement/Prospectus shall not, on the date the Joint Proxy Statement/Prospectus is first mailed to Abazias-DEs stockholders, at the time of Abazias-DE Stockholders' Meeting, 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 the Parent or any of its affiliates, officers or directors should be discovered by the Parent which should be set forth in an amendment to the S-4 or a supplement to the Joint Proxy Statement/Prospectus, the Parent shall promptly inform Abazias-DE.

5.6 Litigation.

There are no legal proceedings pending or, to the best knowledge of the Parent, threatened that are reasonably likely to prohibit or restrain the ability of the Parent to enter into this Agreement or consummate the transactions contemplated hereby.

5.7 Reserved.

5.8 Broker.

The Parent has not retained any broker in connection with any transaction contemplated by this Agreement. Target shall not be obligated to pay any fee or commission associated with the retention or engagement by the Parent of any broker in connection with any transaction contemplated by this Agreement

5.9 Patriot Act. The Parent certifies that neither the Parent nor any of its subsidiaries has been designated, and is not owned or controlled, by a “suspected terrorist” as defined in Executive Order 13224. The Parent hereby acknowledges that Abazias-DE and the Target seek to comply with all applicable laws concerning money laundering and related activities. In furtherance of those efforts, the Parent hereby represents, warrants and agrees that: (i) none of the cash or property that the Parent has contributed or paid or will contribute and pay to the Target has been or shall be derived from, or related to, any activity that is deemed criminal under United States law; and (ii) no contribution or payment by the Parent or any of its subsidiaries to the Target, to the extent that they are within the Parent’s control shall cause the Target or Abazias-DE to be in violation of the United States Bank Secrecy Act, the United States International Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. The Parent shall promptly notify the Target if any of these representations ceases to be true and accurate regarding the Parent or any of its subsidiaries. The Parent agrees to provide the Target any additional information regarding the Parent or any of its subsidiaries that the Target reasonably request to ensure compliance with all applicable laws concerning money laundering and similar activities.

5.10 Due Authorization of Preferred Stock. The shares of the Preferred Stock, when delivered to the shareholders of Abazias-DE, shall be validly issued and outstanding as fully paid and non-assessable, free and clear of any liens, pledges, encumbrances, charges, agreements, options, claims or other arrangements or restrictions of any kind.

ARTICLE VI

COVENANTS

6.1

(a) As promptly as practicable after the execution of this Agreement, Abazias-DE and Parent shall jointly prepare and Parent shall file with the SEC the S-4, which shall include a document or documents that will constitute (i) the prospectus forming part of the registration statement on the S-4 and (ii) the Joint Proxy Statement/Prospectus. Each of the parties hereto shall use all commercially reasonable efforts to cause the S-4 to become effective as promptly as practicable after the date hereof, and, prior to the effective date of the S-4, the parties hereto shall take all action required under any applicable laws in connection with the Merger and the issuance of the Preferred Stock. Each of Abazias-DE and Parent shall provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Joint Proxy Statement/Prospectus and the S-4, or in any amendments or supplements thereto, and cause its counsel and auditors to cooperate with the other's counsel and auditors in the preparation of the Joint Proxy Statement/Prospectus and the S-4.

(b) As promptly as practicable after the effective date of the S-4, the Joint Proxy Statement/Prospectus shall be mailed to the stockholders of Abazias-DE. Each of the parties hereto shall cause the Joint Proxy Statement/Prospectus to comply as to form and substance with respect to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of the OTCBB. As promptly as practicable after the date of this Agreement, the Seller will prepare and file any other filings required to be filed by it under the Exchange Act, the Securities Act or any other Federal, foreign or Blue Sky or related laws relating to the transactions contemplated by this Agreement (the “Other Filings”). Each of the Target and Parent will notify the other promptly upon the receipt of any (i) comments from the SEC or its staff or any other government officials, (ii) notice that the S-4 has become effective, (iii) the issuance of any stop order, or (iv) request by the SEC or its staff or any other government officials for amendments or supplements to the S-4, the Joint Proxy Statement/Prospectus or any Other Filing or for additional information and, except as may be prohibited by any Governmental Entity, will supply the other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC or its staff or any other government officials, on the other hand, with respect to the S-4, the Joint Proxy Statement/Prospectus, the Agreement or any Other Filing. Each of the Target and Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.1(b) to comply in all material respects with all applicable requirements of law and the rules and regulations promulgated thereunder.”

(c) Each of Target and the Parent shall promptly inform the others of any event which is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, the S-4 or any Other Filing and each of Target and the Parent shall amend or supplement the Joint Proxy Statement/Prospectus to the extent required by law to do so. No amendment or supplement to the Joint Proxy Statement/Prospectus or the S-4 shall be made without the approval of Target, which approval shall not be unreasonably withheld or delayed. Each of the parties hereto shall advise the other parties hereto, promptly after it receives notice thereof, of the time when the S-4 has become effective or any supplement or amendment has been filed, of the issuance of any stop order, or of any request by the SEC for an amendment of the Joint Proxy Statement/Prospectus or the S-4 or comments thereon and responses thereto or requests by the SEC for additional information.

(d) Each of Target, Abazias-DE and Parent shall keep the S-4 continuously effective under the Securities Act until all securities covered by the S-4 have been sold, or may be sold without restrictions pursuant to Rule 144, as determined by the counsel to Abazias-DE pursuant to a written opinion letter to such effect, addressed and acceptable to Abazias-DE’s transfer agent and the affected Holders (the “Effectiveness Period”).

(e) Each of Parent, Merger Sub and Target agree to treat the Preferred Stock as being stock other than "nonqualified preferred stock" as defined in Section 351 of the Code.

(f) Each of Parent, Merger Sub and Target agree to treat this Agreement as a plan of reorganization under the Code and applicable Treasury Regulations.

6.2 Access to Information.

The Target and Abazias-DE agree that, prior to the Closing Date, the Parent shall be entitled, through its officers, employees and representatives (including, without limitation, its legal advisors and accountants), to make such investigation of the properties, businesses and operations of Abazias-DE and its Subsidiaries and such examination of the books, records and financial condition of Abazias-DE and its Subsidiaries as it reasonably requests and to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, and the Target shall cooperate, and shall cause Abazias-DE and its Subsidiaries to cooperate, fully therein. No investigation by the Parent prior to or after the date of this Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements of the Target contained in this Agreement or any other agreement referenced herein. In order that the Parent may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may reasonably request of the affairs of Abazias-DE and its Subsidiaries , the Target shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Abazias-DE and its Subsidiaries to cooperate fully with such representatives in connection with such review and examination. It is agreed and understood that all information provided pursuant to this Section 6 is subject to the terms and conditions of the Confidentiality/Standstill Agreement.

6.3 Conduct of the Business Pending the Closing.

(a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Parent, prior to the Closing the Target shall, and shall cause Abazias-DE to:

(i) Conduct the respective businesses of Abazias-DE only in the ordinary course consistent with past practice;

(ii) Use its best efforts to (A) preserve its present business operations, organization (including, without limitation, management and the sales force) and goodwill of Abazias-DE and (B) preserve its present relationship with parties having business dealings with Abazias-DE;

(iii) Maintain (A) all of the assets and properties of Abazias-DE in their current condition, ordinary wear and tear excepted and except for dispositions in the ordinary course of business and (B) insurance upon all of the properties and assets of Abazias-DE in such amounts and of such kinds comparable to that in effect on the date of this Agreement;

(iv) (A) maintain the books, accounts and records of Abazias-DE in the ordinary course of business consistent with past practices, (B) continue to collect accounts receivable and pay accounts payable utilizing normal procedures and without discounting or accelerating payment of such accounts, and (C) comply with all contractual and other obligations applicable to the operation of Abazias-DE; and

(v) Comply in all material respects with applicable laws.

(b) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Parent, prior to the Closing the Target shall not, and shall cause Abazias-DE not to:

(i) Declare, set aside, make or pay any dividend or other distribution in respect of the capital stock of Abazias-DE or repurchase, redeem or otherwise acquire any outstanding shares of the capital stock or other securities of, or other ownership interests in, Abazias-DE;

(ii) Transfer, issue, sell or dispose of any shares of capital stock or other securities of Abazias-DE or grant options, warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock or other securities of Abazias-DE;

(iii) Effect any recapitalization, reclassification, stock split or like change in the capitalization of Abazias-DE;

(iv) Amend the Articles of Incorporation or Bylaws of Abazias-DE;

(v) (A) materially increase the annual level of compensation of any employee of Abazias-DE, (B) increase the annual level of compensation payable or to become payable by Abazias-DE to any of its executive officers, (C) grant any unusual or extraordinary bonus, benefit or other direct or indirect compensation to any employee, director or consultant, (D) increase the coverage or benefits available under any (or create any new) severance pay, termination pay, vacation pay, Abazias-DE awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan or arrangement made to, for, or with any of the directors, officers, employees, agents or representatives of Abazias-DE or otherwise modify or amend or terminate any such plan or arrangement or (E) enter into any employment, deferred compensation, severance, consulting, non-competition or similar agreement (or amend any such agreement) to which Abazias-DE is a party or involving a director, officer or employee of Abazias-DE in his or her capacity as a director, officer or employee of Abazias-DE;

(vi) Except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business and consistent with past practice, borrow monies for any reason or draw down on any line of credit or debt obligation, or become the guarantor, surety, endorser or otherwise liable for any debt, obligation or liability (contingent or otherwise) of any other party, or change the terms of payables or receivables;

(vii) Subject to any lien (except for leases that do not materially impair the use of the property subject thereto in their respective businesses as presently conducted), any of the properties or assets (whether tangible or intangible) of Abazias-DE;

(viii) Acquire any material properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of the material properties or assets (except for fair consideration in the ordinary course of business consistent with past practice) of Abazias-DE except, with respect to the items listed on Schedule 6.3(b)(viii) hereto, as previously consented to by the Parent;

(ix) Cancel or compromise any debt or claim or waive or release any material right of Abazias-DE except in the ordinary course of business consistent with past practice;

(x) Enter into any commitment for capital expenditures out of the ordinary course;

(xi) Permit Abazias-DE to enter into any transaction or to make or enter into any Contract which by reason of its size or otherwise is not in the ordinary course of business consistent with past practice;

(xii) Permit Abazias-DE to enter into or agree to enter into any merger or consolidation with any corporation or other entity, and not engage in any new business or invest in, make a loan, advance or capital contribution to or otherwise acquire the securities of any other party;

(xiii) Except for transfers of cash pursuant to normal cash management practices, permit Abazias-DE to make any investments in or loans to, or pay any fees or expenses to, or enter into or modify any Contract with, Target or any affiliate of Abazias-DE; or

(xiv) Agree to do anything prohibited by this Section 6.3 or anything which would make any of the representations and warranties of the Target in this Agreement or any other agreement referenced herein untrue or incorrect in any material respect as of any time through and including the Closing.

6.4 Consents.

The Target shall use their best efforts, and the Parent shall cooperate with the Target, to obtain at the earliest practicable date all consents and approvals required to consummate the transactions contemplated by this Agreement, including, without limitation, the consents and approvals referred to in Section 4.7 hereof; provided, however, that neither the Target nor the Parent shall be obligated to pay any consideration therefore to any third party from whom consent or approval is requested.

6.5 Other Actions.

Each of the Target and the Parent shall use its best efforts to (i) take all actions necessary or appropriate to consummate the transactions contemplated by this Agreement, and (ii) cause the fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated by this Agreement.

6.6 No Solicitation; Alternate Transaction.

(i) The Target will not, and will not cause or permit Abazias-DE or any of Abazias-DE's directors, officers, employees, representatives or agents (collectively, the "Representatives") to, directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the proposed surviving, merged, acquiring or acquired corporation, any transaction involving a merger, consolidation, change of control, business combination, purchase or disposition of any amount of the assets or capital stock or other equity interest in Abazias-DE other than the transactions contemplated by this Agreement (an "Alternate Transaction"), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Alternate Transaction, (iii) furnish or cause to be furnished, to any party, any information concerning the business, operations, properties or assets of Abazias-DE in connection with an Alternate Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other party to do or seek any of the foregoing. The Target will inform the Parent in writing immediately following the receipt by Target, Abazias-DE or any Representative of any proposal or inquiry in respect of any Alternate Transaction.

(ii) If the Target, Abazias-DE or any of Abazias-DE's directors, officers, employees, representatives or agents enters into definitive documentation with respect to, or accepts in principal a proposal with respect to an Alternate Transaction prior to the Closing Date, then Target and Abazias-DE, jointly and severally shall pay to Parents an amount in cash equal to the lesser of: (a) the sum of: (i) the documented out-of-pocket third party expenses Parents have incurred in respect of the transactions contemplated by this Agreement or (ii) Fifty Thousand Dollars ($50,000) (collectively, the “Expense Reimbursement’’). The Expense Reimbursement shall he paid Parent on such date as Target and/or Abazias-DE formally enter into definitive documents, or accepts any proposal relating to an Alternate Transaction.

6.7 Publicity.

None of the Target nor the Parent shall issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby without obtaining the prior written approval of the other party hereto, which approval will not be unreasonably withheld or delayed, unless, in the sole judgment of the Parent or the Target, disclosure is otherwise required by applicable law, rule or regulation or by the applicable rules of any stock exchange on which the Parent lists securities, provided that, to the extent required by applicable law, the party intending to make such release shall use its best efforts consistent with such applicable law to consult with the other party with respect to the text thereof.

6.8 Use of Name.

The Target hereby agree that upon the consummation of the transactions contemplated hereby, the Parent and Abazias-DE shall have the sole right to the use of the name "ABAZIAS.COM Incorporated" and the Target shall not, and shall not cause or permit any affiliate to, use such name or any variation or simulation thereof.

6.9 Employment Agreements.

On or prior to the Closing Date, each of Oscar Rodriguez and Jesus Diaz (each “Employee and collectively, the “Employees”) shall enter into an employment agreement with Abazias.com, substantially in the form of agreement attached hereto as Exhibit D-1 (the “Employment Agreements”). Effective as of November 1, 2007 Strategic Capital Advisors entered into a consulting agreement for prior services rendered substantially in the form of agreement attached hereto as Exhibit D-2 (the “Consulting Agreement”).

6.10 Non-Competition.

For a period of two years after the later of the Closing Date or the termination of each Employee’s Employment Agreement by the Abazias.com, each Employee agrees not to engage in any of the following competitive activities: (a) engaging directly or indirectly in any business or activity substantially similar to any business or activity engaged in (or scheduled to be engaged) by Abazias-DE or the Parent in any areas where Abazias-DE or the Parent engage in business; (b) engaging directly or indirectly in any business or activity competitive with any business or activity engaged in (or scheduled to be engaged) by Abazias-DE or the Parent in any areas where Abazias-DE or the Parent engage in business; (c) soliciting or taking away any employee, agent, representative, contractor, supplier, vendor, customer, franchisee, lender or investor of Abazias-DE or the Parent, or attempting to so solicit or take away; (d) interfering with any contractual or other relationship between Abazias-DE or the Parent and any employee, agent, representative, contractor, supplier, vendor, customer, franchisee, lender or investor; or (e) using, for the benefit of any person or entity other than Abazias-DE, any confidential information of Abazias-DE or the Parent. Nothing in this Section 6.10 shall be deemed, however, to prevent Employees from owning securities of any publicly-owned corporation engaged in any such business, provided that the total amount of securities of each class owned by such individual in such publicly-owned corporation (other than Parent) does not exceed two percent (2%) of the outstanding securities of such class. In addition, no Target shall make any negative statement of any kind concerning Abazias-DE, the Parent or their affiliates, or their directors, officers or agents, except as such may be compelled by legal proceeding or governmental action or authority.

6.11 Additional Funding.

During the six months after the Closing Date, Parent will provide additional non-debt funding to the Abazias.com of Five Hundred Thousand Dollars ($500,000.00) to be used by the Abazias.com for general working capital or such other purposes in furtherance of the business of the Abazias.com as Abazias.com and Parent shall mutually agree. This money will be advanced in amounts and at times during this six month period at the request of the officers of Abazias.com as determined in their sole and absolute discretion. If any requested advance is not made by the end of a seven (7) day period, Parent shall distribute 13,001,000, or such greater number of shares if more than 13,001,000 shares of Preferred Stock are issued as consideration at closing, to the extent that the shares of Preferred Stock are convertible into more than 13 million one thousand (13,001,000) Shares, of common stock, pursuant to the adjustment provisions of section 4.3 of the Certificate of Designations, to the same shareholders of the Abazias-DE in the same amounts as the shares of Preferred Stock distributed to such Abazias-DE shareholders at Closing. The holders of a majority of such shares shall be entitled to make one demand to the Parent to register such shares on a registration statement.

ARTICLE VII

CONDITIONS TO CLOSING

7.1 Conditions Precedent to Obligations of Parent.

The obligation of the Parent to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by the Parent in whole or in part to the extent permitted by applicable law):

(a) all representations and warranties of the Target contained herein shall be true and correct as of the date hereof;

(b) all representations and warranties of the Target contained herein qualified as to materiality shall be true and correct, and the representations and warranties of the Target contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that time;

(c) the Target shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date;

(d) the Parent shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Parent) executed by each Target certifying as to the fulfillment of the conditions specified in Sections 7.1(a), 7.1(b) and 7.1(c) hereof;

(e) the Parent shall have been furnished with duly authorized shareholder and Board of Director resolutions of Target and Abazias-DE authorizing the entry by Target and Abazias-DE into this Agreement;

(f) Reserved;

(g) The SEC shall have declared the S-4 effective. No stop order suspending the effectiveness of the S-4 or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Joint Proxy Statement/Prospectus, shall have been initiated or threatened in writing by the SEC.

(h) there shall not have been or occurred any Material Adverse Change;

(i) the Target shall have obtained all consents and waivers referred to in Section 4.7 hereof, in a form reasonably satisfactory to the Parent, with respect to the transactions contemplated by this Agreement;

(j) no legal proceedings shall have been instituted or threatened or claim or demand made against the Target or the Parent seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby;

(k) the Parent shall have received the written resignations of each director of Abazias-DE,

the Employment Agreements shall have been executed by Parent, Oscar Rodriguez and Jesus Diaz and Consulting Agreement executed by Strategic Capital Advisors.

7.2 Conditions Precedent to Obligations of the Target.

The obligations of the Target to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by the Target in whole or in part to the extent permitted by applicable law):

(a) all representations and warranties of the Parent contained herein shall be true and correct as of the date hereof;

(b) all representations and warranties of the Parent contained herein qualified as to materiality shall be true and correct, and all representations and warranties of the Parent contained herein not qualified as to materiality shall be true and correct in all material respects, at and as of the Closing Date with the same effect as though those representations and warranties had been made again at and as of that date;

(c) the Parent shall have performed and complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Parent on or prior to the Closing Date;

(d) The SEC shall have declared the S-4 effective. No stop order suspending the effectiveness of the S-4 or any part thereof shall have been issued and no proceeding for that purpose, and no similar proceeding in respect of the Joint Proxy Statement/Prospectus, shall have been initiated or threatened in writing by the SEC.

(e) the Target shall have been furnished with certificates (dated the Closing Date and in form and substance reasonably satisfactory to the Target) executed by the Chief Executive Officer and Chief Financial Officer of the Parent certifying as to the fulfillment of the conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c); and

(f) no legal proceedings shall have been instituted or threatened or claim or demand made against the Target, Abazias-DE, or the Parent seeking to restrain or prohibit or to obtain substantial damages with respect to the consummation of the transactions contemplated hereby, and there shall not be in effect any order by a governmental body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.

ARTICLE VIII

DOCUMENTS TO BE DELIVERED

8.1 Documents to be Delivered by the Target.

At the Closing, the Target shall deliver, or cause to be delivered, to the Parent the following:

(a) Reserved;

(b) the certificates referred to in Section 7.1(e) hereof;

(d) written resignations of each of the directors of Abazias-DE;

(e) certificate of good standing with respect to Abazias-DE issued by the Secretary of State of the State of incorporation, and for each state, if any, in which Abazias-DE is qualified to do business as a foreign corporation;

(f) such other documents as the Parent shall reasonably request.

8.2 Documents to be Delivered by the Parent.

At the Closing, the Parent shall deliver to the Target the following:

(a) the Preferred Stock (provided that the Preferred Stock may be delivered within three (3) business days of the Closing Date; provided, however, if the Preferred Stock is not delivered at Closing, the Parent shall deliver irrevocable instructions to the Parent’s Transfer Agent to deliver the Preferred Stock as required under this Agreement);

(b) the certificates referred to in Section 7.2(e) hereof;

(c) Employment Agreements and Consulting Agreement, substantially in the forms of Exhibits D-1 and D-2 hereto, duly executed by Oscar Rodriguez and Jesus Diaz and Strategic Capital Advisors, respectively;

(d) such other documents as the Target shall reasonably request.

ARTICLE IX

INDEMNIFICATION

9.1 Indemnification.

(a) Subject to Sections 9.2 and 10.2 hereof, Target hereby agree to indemnify and hold the Parent, Abazias-DE, and their respective directors, officers, employees, affiliates, agents, successors and assigns (collectively, the "Parent Indemnified Parties") harmless from and against:

(i) any and all liabilities of Abazias-DE of every kind, nature and description, absolute or contingent, existing as against Abazias-DE prior to and including the Closing Date or thereafter coming into being or arising by reason of any state of facts existing, or any transaction entered into, on or prior to the Closing Date, except to the extent that the same have been fully provided for in the Schedules attached hereto or were incurred in the ordinary course of business between Abazias-DE Balance Sheet Date and the Closing Date;

(ii) any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from the failure of any representation or warranty of the Target set forth in Section 4 hereof, or any representation or warranty contained in any certificate delivered by or on behalf of the Target pursuant to this Agreement, to be true and correct in all respects as of the date made;

(iii) any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of the Target under this Agreement;

(iv) any and all notices, actions, suits, proceedings, claims, demands, assessments, judgments, costs, penalties and expenses, including reasonable attorneys' and other professionals' fees and disbursements (collectively, "Expenses") incident to any and all losses, liabilities, obligations, damages, costs and expenses with respect to which indemnification is provided hereunder (collectively, "Losses").

(b) Subject to Sections 9.2 and 10.2 hereof, Parent hereby agrees to indemnify and hold the Target and their respective affiliates, agents, successors and assigns (collectively, the "Target Indemnified Parties") harmless from and against:

(i) any and all Losses based upon, attributable to or resulting from the failure of any representation or warranty of the Parent set forth in Section 5 hereof, or any representation or warranty contained in any certificate delivered by or on behalf of the Parent pursuant to this Agreement, to be true and correct as of the date made;

(ii) any and all Losses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of the Parent under this Agreement or arising from the ownership or operation of Abazias-DE from and after the Closing Date, unless such claim is for a pre-Closing matter; and

(iii) any and all Expenses incident to the foregoing.

9.2 Limitations on Indemnification for Breaches of Representations and Warranties.

An indemnifying party shall not have any liability under Section 9.1(a)(ii) or Section 9.1(b)(i) hereof unless the aggregate amount of Losses and Expenses to the indemnified parties exceeds $10,000 (the “Basket”) (except for Losses and Expenses based upon, attributable to or resulting from the failure of any representation or warranty to be true and correct under Section 4, for which the Basket shall not apply) and, in such event, the indemnifying party shall be required to pay the entire amount of such Losses and Expenses in excess of the Basket. Notwithstanding anything else contained herein, the maximum liability Target shall be required to pay hereunder, in the aggregate, shall be the aggregate amount of cash and shares of the Parent (valued as of their date of issuance) paid or delivered to the Target (the “Cap”). In addition, if any Loss or Expense of Parent is covered by insurance, Target shall not be required to indemnify Parent for the amount of such Losses or Expenses to the extent of such insurance proceeds and Target shall only pay Parent the excess of the Losses and Expenses, if any, over such insurance proceeds, subject to the Cap. Following the Closing, other than in cases of fraud, this Article 9 shall be the sole and exclusive remedy of the parties hereto and their successors and assigns with respect to any and all claims for Losses and Expenses sustained or incurred arising out of this Agreement.

9.3 Indemnification Procedures.

(a) In the event that any legal proceedings shall be instituted or that any claim or demand ("Claim") shall be asserted by any person or entity in respect of which payment may be sought under Section 9.1 hereof (regardless of the Basket referred to above), the indemnified party shall reasonably and promptly cause written notice of the assertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, it shall within five (5) days (or sooner, if the nature of the Claim so requires) notify the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, fails to notify the indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such Losses under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the Expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at his or its own expense, in the defense of such Claim; provided, however, that such indemnified party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party if, (i) so requested by the indemnifying party to participate or (ii) in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict exists between the indemnified party and the indemnifying party that would make such separate representation advisable; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim.

(b) After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter and the indemnifying party shall be required to pay all of the sums so due and owing to the indemnified party by wire transfer of immediately available funds within 10 business days after the date of such notice.

(c) The failure of the indemnified party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the extent that the indemnifying party can demonstrate actual loss and prejudice as a result of such failure.

(d) With respect to amounts payable by Target hereunder to the Parent hereunder, it is agreed that Target shall first be obligated to pay all amounts in cash, up to the cash value of the Preferred Stock actually received by the Target pursuant to Article II of this Agreement. Target may then deliver shares of Parent Preferred Stock to the Parent to pay any additional amounts due hereunder. Any shares of Parent common stock so used to make payments hereunder shall be valued at the closing price of such shares on the day prior to the date of delivery to the Parent, endorsed for transfer. Any additional amounts which Target shall be required to pay after the delivery of any shares of Parent common stock shall be made in cash.

ARTICLE X

MISCELLANEOUS

10.1 Payment of Sales, Use or Similar Taxes.

All sales, use, transfer, intangible, recordation, documentary stamp or similar Taxes or charges, of any nature whatsoever, applicable to, or resulting from, the transactions contemplated by this Agreement shall be borne by the Target.

10.2 Survival of Representations and Warranties.

The parties hereto hereby agree that the representations and warranties contained in this Agreement or in any certificate, document or instrument delivered in connection herewith, shall survive the execution and delivery of this Agreement, and the Closing hereunder, regardless of any investigation made by the parties hereto; provided, however, that any claims or actions with respect thereto (other than claims for indemnifications with respect to the representation and warranties contained in Sections 4.3, 4.11, 4.28 and 5.8 which shall survive for periods coterminous with any applicable statutes of limitation) shall terminate unless within twenty four (24) months after the Closing Date written notice of such claims is given to the Target or such actions are commenced.

10.3 Expenses.

Target, Parent and Merger Sub shall each bear its own expenses incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

10.4 Further Assurances.

The Target and the Parent each agrees to execute and deliver such other documents or agreements and to take such other action as may be reasonably necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.

10.5 Submission to Jurisdiction; Consent to Service of Process.

(a) The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Florida over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the mailing of a copy thereof in accordance with the provisions of Section 10.9.

(c) If any legal action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs in connection with that action or proceeding, in addition to any other relief to which it or they may be entitled.

10.6 Entire Agreement; Amendments and Waivers.

This Agreement (including the schedules and exhibits hereto )represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought. No action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

10.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to principles regarding conflict of laws.

10.8 Table of Contents and Headings.

The table of contents and section headings of this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement.

10.9 Notices.

All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally, mailed by certified mail, return receipt requested, or via recognized overnight courier service with all charges prepaid or billed to the account of the sender to the parties (and shall also be transmitted by facsimile to the parties receiving copies thereof) at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision):

(a)

Parent:

OmniReliant Holdings, Inc.

14375 Myerlake Circle

Clearwater, FL 33760

Attention Paul Morrison

Copy to:

Darrin Ocasio, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Phone: (212) 930-9700

Facsimile: (212) 930-9725

(b)

Target and Abazias-DE:

Abazias, Inc.

5214 SW 91st Terrace Suite A

Gainesville, FL 32608

Attention: Oscar Rodriguez

10.10 Severability.

If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement shall remain in effect.

10.11 Binding Effect; Assignment.

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either the Target or the Parent (by operation of law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void.

[Signature Page to Follow

IN WITNESS WHEREOF, the parties hereto have executed or caused to be duly executed this Agreement and Plan of Merger as of the date first set forth above.

OMNIRELIANT HOLDINGS, INC.

By:	/s/ Paul Morrison
	Paul Morrison
	Chief Executive Officer

OMNIRELIANT ACQUISITION SUB, INC.

By:	/s/ Paul Morrison
	Paul Morrison
	Chief Executive Officer

ABAZIAS.COM, INC.

By:	/s/ Paul Morrison
	Oscar Rodriguez
	Chief Executive Officer

ABAZIAS, INC. a Delaware corporation

By:	/s/ Oscar Rodriguez
	Oscar Rodriguez
	Chief Executive Officer

ABAZIAS, INC. a Nevada corporation

By:	/s/ Oscar Rodriguez
	Oscar Rodriguez
	Chief Executive Officer

EXHIBITS

Exhibit A

Amended Certificate of Designations of OmniReliant Holdings, Inc.’s Preferred Stock

Exhibit B

Reserved

Exhibit C

Note Purchase Agreement dated August 12, 2008 by and between Abazias, Inc. and OmniReliant Holdings, Inc.

Exhibit D-1

Employment Agreements of Oscar Rodriguez and Jesus Diaz.

Exhibit D-2

Consulting Agreement by and between Strategic Capital Advisors and OmniReliant Inc.

SCHEDULES

Schedule 1.1 Reserved

Schedule 4.3 Capital Stock

Schedule 4.6 Subsidiaries and Affiliates.

Schedule 4.8 SEC Documents; Financial Statements

Schedule 4.11 Absence of Undisclosed Liabilities

Schedule 4.12 Taxes

Schedule 4.13 Accounts Receivable

Schedule 4.14 Inventory

Schedule 4.15 Machinery and Equipment

Schedule 4.16 Real Property Matters

Schedule 4.17 Leases

Schedule 4.18 Patents, Software, Trademarks, Etc.

Schedule 4.19 Insurance Policies

Schedule 4.21 Lists of Contracts, Etc.

Schedule 4.22 Compliance With the Law

Schedule 4.23 Litigation; Pending Labor Disputes

Schedule 4.25 Product Warranties and Product Liabilities

Schedule 4.26 Assets

Schedule 4.28 Licenses, Permits, Consents and Approvals

Schedule 4.29 Environmental Matters

Schedule 4.31 Related Party Transactions

Schedule 6.3(b)(viii) Conduct of Business

Exhibit A

OMNIRELIANT HOLDINGS, INC.

AMENDED STATEMENT OF DESIGNATION, POWERS,

PREFERENCES AND RIGHTS OF

SERIES E PREFERRED STOCK

Pursuant to NRS 78.1955

The undersigned, Chief Executive Officer of OmniReliant Holdings, Inc., a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on April 29, 2009 (“Effective Date”):

WHEREAS, the Board of Directors is authorized within the limitations and restrictions stated in the Articles of Incorporation of the Corporation, to provide by resolution or resolutions for the issuance of 100,000,000 shares of Preferred Stock of the Corporation, in such series and with such designations and such powers, preferences, rights, qualifications, limitations and restrictions thereof as the Corporation’s Board of Directors shall fix by resolution or resolutions providing for the issuance thereof duly adopted by the Board of Directors; and

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to authorize and fix the terms of a series of Preferred Stock and the number of shares constituting such series; and

NOW, THEREFORE, BE IT RESOLVED:

1. Designation and Authorized Shares. The Corporation shall be authorized to issue Thirteen Million and One Thousand (13,001,000) shares of Series E Preferred Stock, par value $.00001 per share (the “Series E Preferred Stock”).

2. Voting. Except as otherwise expressly required by law, each holder of Series E Preferred Stock shall be entitled to vote on all matters submitted to shareholders of the Corporation and shall be entitled to one (1) vote for each share of Series E Preferred Stock owned at the record date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. Except as otherwise required by law, the holders of shares of Series E Preferred Stock shall vote together with the holders of Common Stock on all matters and shall not vote as a separate class.

3. Liquidation. The holders of Series E Preferred Stock shall not be entitled to receive any preference upon the liquidation, dissolution or winding up of the business of the Corporation, whether voluntary or involuntary, each holder of Series E Preferred Stock shall share ratably with the holders of the common stock of the Corporation.

4. Conversion. The holder of Series E Preferred Stock shall have the following conversion rights (the "Conversion Rights"):

4.1 Right to Convert. At any time on or after the date of issuance of the Series E Preferred Stock, the holder of any such shares of Series E Preferred Stock may, at such Holder's option, elect to convert (a "Voluntary Conversion") all or any portion of the shares of Series E Preferred Stock held by such person into one (1) share of fully paid and nonassessable shares of Common Stock for each share of Series E Preferred Stock (the "Conversion Rate").

4.2 Mechanics of Voluntary Conversion. To convert Series E Preferred Stock into full shares of Common Stock on any date (the "Voluntary Conversion Date"), the Holder thereof shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 5:00 p.m., Eastern Time on such date, a copy of a fully executed notice of conversion in the form attached hereto as Annex A (the "Conversion Notice"), to the Company. Upon receipt by the Company of the Conversion Notice, the Company or its designated transfer agent (the "Transfer Agent"), as applicable, shall, within three (3) business days following the date of receipt by the Company, issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If the number of shares of Preferred Stock represented by the Preferred Stock Certificate(s) submitted for conversion is greater than the number of shares of Series E Preferred Stock being converted, then the Company shall, as soon as practicable and in no event later than three (3) business days after receipt of the Preferred Stock Certificate(s) and at the Company's expense, issue and deliver to the holder a new Preferred Stock Certificate representing the number of shares of Series E Preferred Stock not converted.

4.3 Adjustment to Conversion Rate. The Conversion Rate will be adjusted on a pro-rata basis on the Effective Date if the price per share of the common stock of the Corporation is trading below One Dollar and Twenty Cents ($1.20) based upon the VWAP at the close of the market. For example, assuming 13,000,000 shares of Series E Preferred Stock, if the Common Stock is trading at $1.15, then the shares of Common Stock issued shall equal Thirteen Million Five Hundred Sixty Five Thousand Two Hundred and Seventeen (13,565,217) instead of Thirteen Mi1lion (13,000,000). Notwithstanding the above, Such Conversion Rate shall have a floor of Fifty Cents ($.50). VWAP shall mean the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time).

4.4 Price Protection. For two years following the Effective Date, the Series E Preferred Stock shall have price protection in the event the Company raises money below One Dollar and Twenty Cents ($1.20) per share of Commom Stock (the “Price Protection). If the Company shall raise money at a value of less than $1.20 per share of Common Stock the Conversion Rate shall be adjusted in accordance with Section 4.3 above. Such Price Protection shall have a floor of Fifty Cents ($.50) and shall have carve outs for certain exempt issuances (the “Exempt Issuances”) , which shall not trigger the Price Protection set forth herein .. For the purposes of this Section 4.4, Exempt Issuances means the issuance of (a) shares of Common Stock or options to employees, officers, directors, advisors or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose; (b) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date hereof; (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the directors of the Company, provided that any such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (d) securities issuable in accordance with existing obligations of the Company to Company employees, officers, directors, consultants or agents; (f) securities issuable to any employees or former agents of the Company in satisfaction of or in settlement of any disputes or controversies concerning the terms of such person’s employment or separation from the Company and (g) shares of Common Stock issuable in lieu of payments of interest or dividends.

5. Adjustments for Stock Splits, Common Stock Dividends and Combinations: If, prior to the Conversion Effective Date, outstanding shares of the Common Stock of the Corporation shall be subdivided into a greater number of shares, or a dividend in Common Stock or other securities of the Corporation convertible into or exchangeable for Common Stock (in which latter event the number of shares of Common Stock issuable upon the conversion or exchange of such securities shall be deemed to have been distributed) shall be paid in respect to the Common Stock of the Corporation, the Conversion Rate shall, simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend, be proportionately increased, and conversely, if outstanding shares of the Common Stock of the Corporation shall be combined into a smaller number of shares, the Conversion Rate in effect immediately prior to such combination shall simultaneously with the effectiveness of such combination, be proportionately reduced.

6. Reorganizations: In case of (i) any capital reorganization or any reclassification of the Common Stock (other than as a result of a stock dividend, a subdivision or combination of shares provided for elsewhere in this Section 6), or (ii) the merger, consolidation or reorganization of the Corporation into or with another entity through one or a series of related transactions, or (iii) the sale or conveyance by the Corporation to any other corporation or entity of all or substantially all of its assets (such event becoming applicable hereunder being referred to in this Subsection 6 as the “Event”), the holders of the Series E Preferred Stock shall thereafter be entitled to receive, and provision shall be made therefor in any agreement relating to such Event, upon conversion of the Series E Preferred Stock (or in lieu thereof should such event result in the elimination of the Series E Preferred Stock), the same kind and number of shares of Common Stock or other securities or property (including cash) to which such holders of Series E Preferred Stock would have been entitled if they had held the number of shares of Common Stock into which the Series E Preferred Stock was convertible immediately prior to such Event, and in any such case appropriate adjustment shall be made in the application of the provisions herein set forth with respect to the rights and interests thereafter of the holders of the Series E Preferred Stock, to the end that the provisions set forth herein shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities, or property thereafter receivable upon conversion of the Series E Preferred Stock. Any adjustments made pursuant to this Section 6 shall become effective at the same time as which such Event becomes effective, and concurrent therewith.

7. Successive Adjustments. The adjustments hereinabove referenced shall be made successively if more than one event listed in the above subdivisions of this subsection shall occur.

8. No Impairment: The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation but will at all times in good faith assist in the carrying out of all the provisions of this Section 8 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series E Preferred Stock against impairment or forfeiture.

9. Consolidation, Merger, Etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the outstanding shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series E Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share equal to the Conversion Rate times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

10. No Redemption. (a) Shares of Series E Preferred Stock shall not be subject to redemption or purchase by the Corporation or any other Person and (b) the holders of shares of Series E Preferred Stock shall not have the right to require the Corporation or any other Person to redeem or purchase the Series E Preferred Stock. “Person” shall have the meaning specified in Section 7701 of the Internal Revenue Code of 1986, as amended, and any successor statute.

11. Dividends. The holders of shares of Series E Preferred Stock shall not be entitled to receive any dividend from the Corporation.

11. Reserve of Common Shares. The Corporation shall at all times reserve and keep available solely for the purpose of issuance upon conversion of Series E Preferred Stock, as herein provided, such number of shares of Common Stock as shall be issuable upon the conversion of all outstanding Series E Preferred Stock. All shares of Common Stock which may be issued upon conversion of the shares of Series E Preferred Stock will, upon issuance by the Corporation, be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

12. Expenses. The issuance of certificates representing shares of Common Stock upon conversion of the Series E Preferred Stock shall be made to each applicable shareholder without charge for any excise tax in respect of such issuance. However, if any certificate is to be issued in a name other than that of the holder of record of the Series E Preferred Stock so converted, the person or persons requesting the issuance thereof shall pay to the Corporation the amount of any excise tax which may be payable in respect of any transfer involved in such issuance, or shall establish to the satisfaction of the Corporation that such tax has been paid or is not due and payable.

13. Verification. Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant hereto, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof, cause independent public accountants of the Corporation to verify such computation and prepare and furnish to each holder of Series E Preferred Stock affected thereby a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Series E Preferred Stock, furnish or cause to be furnished to such holder a certificate setting forth (a) such adjustment or readjustment (b) the Conversion Rate at the time in effect, and (c) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of his or her shares or Series E Preferred Stock.

14. Limitations on Corporation; Shareholder Consent. So long as any shares of Series E Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote or the written consent as provided by law of 80% of the holders of the outstanding shares of Series E Preferred Stock, voting as a class, change the preferences, rights or limitations with respect to the Series E Preferred Stock in any material respect prejudicial to the holders thereof.

15. Fractional Shares. Series E Preferred Stock may only be issued in whole shares and not in fractions of a share. If any interest in a fractional share of Series E Preferred Stock would otherwise be deliverable to a person entitled to receive Series E Preferred Stock, the Corporation shall make adjustment for such fractional share interest by rounding up to the next whole share of Series E Preferred Stock.

16. Record Holders. The Corporation and its transfer agent, if any, for the Series E Preferred Stock may deem and treat the record holder of any shares of Series E Preferred Stock as reflected on the books and records of the Corporation as the sole true and lawful owner thereof for all purposes, and neither the Corporation nor any such transfer agent shall be affected by any notice to the contrary.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Designation, Powers, Preferences and Rights of Series E Preferred Stock this 29th day of April 2009.

OMNIRELIANT HOLDINGS, INC.

By:	/s/ Paul Morrison
	Paul Morrison
	Chief Executive Officer

ANNEX A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to convert shares of the Series __ Preferred Stock)

The undersigned hereby elects to convert the number of shares of the Series __ Preferred Stock indicated below, into shares of common stock, no par value per share (the “Common Stock”), of OmniReliant Holdings, Inc., a Nevada corporation (the “Corporation”), according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Corporation in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.

Conversion calculations:

Date to Effect Conversion

__________________________

Number of shares of Preferred Stock owned prior to Conversion

__________________________

Number of shares of Preferred Stock to be Converted

__________________________

Stated Value of shares of Preferred Stock to be Converted

__________________________

Number of shares of Common Stock to be Issued

__________________________

Applicable Set Price

__________________________

Number of shares of Preferred Stock subsequent to Conversion

__________________________

[HOLDER]

By:
	Name:
	Title:

Schedules

Schedules to Securities Purchase Agreement

Schedule 4.6

Abazias, Inc., a Nevada Corporation, 100% ownership.

Abazias.com, Inc., a Nevada Corporation, 100% ownership.

Schedule 4.8

$500,000 Note to Omni

$100,000 Note to Omni

Schedule 4.11

None

Schedule 4.12

None

Schedule 4.13

None

Schedule 4.14

Schedule 4.15

Schedule 4.16

None

Schedule 4.17

Real Estate Lease

This Triple Net Lease Agreement (this “Lease”) is dated August 1, 2008, by and between Oscar Rodriguez, (“Landlord”), and Abazias, Inc- (“Tenant”). The parties agree as follows:

PREMISES. Landlord, in consideration of the lease payments provided in this Lease, leases to Tenant approximately 1550 square feet of commercial space for the sole purpose of operation office space only (the “Premises”) located at 5214 S.W. 91st Terrace Suite A, Gainesville, FL 32608.

TERM. The Triple Net Lease term will begin on August 01, 2008 and will terminate on July 31, 2010.

LEASE PAYMENTS. Tenant shall pay to Landlord lease payments of $2,650 in advance on the first day of each month, for a total lease payment of $31,800.00. Lease payments shall be made to Landlord at 5214 S.W. 91st Terrace Suite A, Gainesville, FL 32608 which may be changed from time to time by the Landlord.

Additional Triple Net Fees are assessed in the following yearly values:

Property Taxes: $6,835

Insurance: $3,729

Association and Maintenance: $3,487

To be paid in monthly installments of $1,170.92, making the some of the monthly payments $3,820.92, for a yearly total payment of $45,851.

POSSESSION. Tenant shall be entitled to the possession on the first day of the term of this Lease, and shall yield possession to the Landlord on the last day of the term of this Lease, unless otherwise agreed by both parties in writing. At the expiration of the term, Tenant shall remove its goods and effects and peaceably yield up the Premises to Landlord in as good a condition as when delivered to Tenant, ordinary wear and tear excepted.

USE OF PREMISES/ABSENCES. Tenant shall occupy and use the Premises as a commercial unit and for the stated purpose only. Tenant shall notify Landlord of any anticipated extended absence from the Premises not later than the first day of the extended absence.

OCCUMPANTS. Nobody other than direct employees, agents, or customers of the Spay may occupy the premises unless the prior written consent of the Landlord is obtained.

PETS. No pets shall be allowed on the Premises.

PARKING. Tenant shall be entitled to general parking(s) for the parking of motor vehicle(s).

PROPERTY INSURANCE. Landlord and Tenant shall each be responsible to maintain appropriate insurance for their respective interests in the Premises and property located on the Premises.

KEYS. Tenant will be given 1 key(s) to the Premises and 1 mailbox key(s). If all keys are not returned to Landlord following termination of the Lease, Tenant shall be charged $25.00.

LOCKOUT. If the Tenant becomes locked out of the Premises, Tenant will be charged $50.00 to regain entry.

UTILITIES AND SERVICES. Tenant shall be responsible for all utilities and services incurred in connection with the Premises.

TERMINATION UPON SALE OF PREMISES. Notwithstanding any other provision of this Lease, Landlord may terminate this lease upon 60 days’ written notice to Tenant that the Premises have been sold.

HABITABILITY. Tenant has inspected the Premises and fixtures (or has had the Premises inspected on behalf of the Tenant), and acknowledges that the Premises are in a reasonable and acceptable condition of habitability for their intended use, and the agreed lease payments are fair and reasonable. If the condition changes so that, in the Tenant’s opinion, the habitability and rental value of the Premises are adversely affected, Tenant shall promptly provide reasonable notice to Landlord.

DEFAULTS. Tenant shall be in default of this Lease if Tenant fails to fulfill any lease obligation or term by which Tenant is bound. Subject to any governing provisions of law to the contrary, if Tenant fails to cure any financial obligation within 5 days (or any other obligation within 10 days) after written notice of such default is provided by Landlord to Tenant, Landlord may elect to cure such default and the cost of such action shall be added to Tenant’s financial obligations under this Lease. All sums of money or charges required to be paid by Tenant under this Lease shall be additional rent, whether or not such sums or charges are designated as “additional rent”. The rights provided by this paragraph are cumulative in nature and are in addition to any other rights afforded by law.

LATE PAYMENTS. For any payment that is not paid within 5 days after its due date, Tenant shall pay a late fee of $50.00 per day beyond the 5 days.

HOLDOVER. If Tenant maintains possession of the Premises for any period after the termination of this Lease (“Holdover Period”), Tenant shall pay to Landlord lease payment(s) during the Holdover Period at a rate equal to 110% of the most recent rate preceding the Holdover Period. Such Holdover shall constitute a month-to-month extension of this Lease.

CUMULATIVE RIGHTS. The rights of the parties under this Lease are cumulative, and shall not be construed as exclusive unless otherwise required by law.

NON-SUFFICIENT FUNDS. Tenant shall be charged $25.00 for each check that is returned to Landlord for lack of sufficient Funds.

REMODELING OR STRUCTURAL IMPROVEMENTS. Tenants shall be allowed to conduct construction or remodeling (at Tenant’s expense) only with the prior written consent of the landlord which shall not be unreasonably withheld. At the end of the lease term, tenant shall not be entitled to remove (or at the request of Landlord shall remove) any such fixtures without written approval, and shall restore the premises to substantially the same condition that existed at the commencement of this lease.

ACCESS BY LANDLORD TO PREMISES. Subject to Tenant’s consent (which shall not be unreasonably withheld), Landlord shall have the right to enter the Premises to make inspections, provide necessary services, or show the unit to prospective buyers, mortgagees, tenants or workers. As provided by law, in the case of an emergency, Landlord may enter the Premises without the Tenant’s consent. During the last three months of this Lease, or any extension of this Lease, Landlord shall be allowed to display the usual “To Let” signs and show the Premises to prospective tenants.

INDEMNITY REGARDING USE OF PREMISES. To the extent permitted by law, Tenant agrees to indemnity, hold harmless, and defend Landlord from and against any and all losses, claims, liabilities, and expenses, including reasonable attorney fees, if any, which Landlord may suffer or incur in connection with Tenant’s possession, use or misuse of the Premises, except Landlord’s act or negligence.

DANGEROUS MATERIALS. Tenant shall not keep or have on the Premises any article or thing of dangerous, flammable, or explosive character that might substantially increase the danger of fire on the Premises, or that might be considered hazardous by a responsible insurance company, unless the prior written consent of Landlord is obtained and proof of adequate insurance protection is provided by Tenant to Landlord.

COMPLIANCE WITH REGULATIONS. Tenant shall promptly with all laws, ordinances, requirements and regulations of the federal, state, county, municipal and other authorities, and the fire insurance underwriters. However, Tenant shall not by this provision be required to make alterations to the exterior of the building or alterations of a structural nature.

MECHANICS LIENS. Neither Tenant nor anyone claiming through the Tenant shall have the right to file mechanics liens or any other kind of lien on the Premises and the filing of this Lease constitutes notice that such liens are invalid. Further, Tenant agrees to (1) give actual advanced notice to any contractors, subcontractors or suppliers of goods, labor, or services that such liens will not be valid, and (2) take whatever additional steps that are necessary in order to keep the premises free of all liens resulting from construction done by or for the Tenant.

ASSIGNABILITY/SUBLETTING. Tenant may not assign or sublease any interest in the Premises, nor assign, mortgage or pledge this Lease, without the prior written consent of Landlord, which shall not be unreasonably withheld.

NOTICE. Notices under this Lease shall not be deemed valid unless given or served in writing and forwarded by mail, postage prepaid, addressed to the party at the appropriate address set forth below. Such addresses may be changed from time to time by either party by providing notice as set forth below. Notices mailed in accordance with these provisions shall be deemed received on the third day after processing.

LANDLORD:

Oscar Rodriguez

5214 SW 91st Terrace Suite A

Gainesville, Fl 32608

TENANT:

Abazias Inc

5214 SW 91st Terrace Suite A

Gainesville, Fl 32608

Such addresses may be changed from time to time by either party by providing notice as set forth below.

GOVERNING LAW. This Lease shall be construed in accordance with the laws of the State of Florida.

ENTIRE AGREEMENT/AMENDMENT. This Lease contains the entire agreement of the parties and there are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Lease. This Lease may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.

SEVERABILITY. If any portion of this Lease shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Lease is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER. The failure of either party to enforce any provisions of this Lease shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Lease.

BINDING EFFECT. The provisions of this Lease shall be binding upon and inure to the benefit of both parties and their respective legal representatives, successors and assigns.

Schedule 4.18

The Company owns the domain name Abazias.com including the proprietary administrative system, as well as, the on-site interface.

Schedule 4.19

Insurance yearly premiums:

Farm Bureau: $2292

Zurich: $1437

Schedule 4.20

To be delivered prior to closing to the extent not know or already made available to Omni

Schedule 4.21

Schedule 4.22

None

Schedule 4.23

None

Except for Trademark with EON, now settled

Schedule 4.24

None

Schedule 4.25

Our Return Policy

If you have purchased a diamond at Abazias:

If you are not satisfied with your diamond purchase, you can return it within 10 days for a refund of your purchase price—no questions asked. Here are some important things for you to know in the unlikely event that you need to return a diamond:

• All returned items must be received in original condition.

• If the original certificate was sent with the diamond it must accompany the diamond. Otherwise, there will be a $150 fee to replace the document.

• If your 10 day return window has expired, you will not be entitled to a refund.

If you have purchased an engagement ring or jewelry item at Abazias:

Most of our items are custom made for each order and are not returnable. If an item is custom made, sized, or has had a diamond mounted, the item cannot be returned. If you are not sure about an item, please ask us if the item is in stock so that you can view the item or see additional pictures before submitting your customized order. If your item is returnable, we will refund your purchase price. We are in the business of making you happy and will do whatever it takes for you to be comfortable with your order.

Remember, a diamond specialist will always discuss your order with you prior to final order completion and shipment to ensure your 100% satisfaction.

All returned items must be received in original condition. After our staff has received the merchandise and verifies the content, Abazias will refund your full purchasing price (minus any shipping fees) within two business days.

Schedule 4.26

ABAZIAS, INC.

BALANCE SHEETS

December 31, 2008

	2008		2007
ASSETS
Current assets
Cash	$	119,836	$	337,773
Accounts receivable		200,065		400,281
Inventory		355,353		245,570
Due from stockholder		35,000		-
Total Current Assets		710,254		983,624
Property & equipment, net of accumulated depreciation
of $6,087 and $5,287, respectively		1,409		2,209
Website, net of accumulated amortization
of $35,331 and $22,167, respectively		-		13,164
Total Assets	$	711,663	$	998,997

Schedule 4.27

None

Schedule 4.28

None

Schedule 4.29

None

Schedule 4.30

None

Schedule 4.31

All described in SEC filings

Schedule 5.4

None.

APPENDIX B

SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

Appraisal Rights

(a) Any stockholder of a corporation of this State who holds shares of stock on the date of the making of a demand pursuant to subsection (d) of this section with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) of this section and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to § 228 of this title shall be entitled to an appraisal by the Court of Chancery of the fair value of the stockholder’s shares of stock under the circumstances described in subsections (b) and (c) of this section. As used in this section, the word “stockholder” means a holder of record of stock in a stock corporation and also a member of record of a nonstock corporation; the words “stock” and “share” mean and include what is ordinarily meant by those words and also membership or membership interest of a member of a nonstock corporation; and the words “depository receipt” mean a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation, which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to § 251 (other than a merger effected pursuant to § 251(g) of this title), § 252, § 254, § 257, § 258, § 263 or § 264 of this title:

(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of § 251 of this title.

(2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or

d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph.

(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

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(c) Any corporation may provide in its certificate of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the certificate of incorporation contains such a provision, the procedures of this section, including those set forth in subsections (d) and (e) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or

(2) If the merger or consolidation was approved pursuant to § 228 or § 253 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

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(e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) of this section hereof and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the Court of Chancery demanding a determination of the value of the stock of all such stockholders. Notwithstanding the foregoing, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d) of this section hereof, upon written request, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such written statement shall be mailed to the stockholder within 10 days after such stockholder’s written request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d) of this section hereof, whichever is later. Notwithstanding subsection (a) of this section, a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition or request from the corporation the statement described in this subsection.

(f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The Register in Chancery, if so ordered by the Court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses therein stated. Such notice shall also be given by 1 or more publications at least 1 week before the day of the hearing, in a newspaper of general circulation published in the City of Wilmington, Delaware or such publication as the Court deems advisable. The forms of the notices by mail and by publication shall be approved by the Court, and the costs thereof shall be borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The Court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the Court may dismiss the proceedings as to such stockholder.

(h) After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding the Court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court shall take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) of this section and who has submitted such stockholder’s certificates of stock to the Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The Court’s decree may be enforced as other decrees in the Court of Chancery may be enforced, whether such surviving or resulting corporation be a corporation of this State or of any state.

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(j) The costs of the proceeding may be determined by the Court and taxed upon the parties as the Court deems equitable in the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.

(k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) of this section shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the merger or consolidation); provided, however, that if no petition for an appraisal shall be filed within the time provided in subsection (e) of this section, or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder’s demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) of this section or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e) of this section.

(l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation. (56 Laws 1967, ch. 50; 56 Laws 1967, ch. 186, § 24; 57 Laws 1969, ch. 148, §§ 27-29; 59 Laws 1973, ch. 106, § 12; 60 Laws 1976, ch. 371, §§ 3-12; 63 Laws 1981, ch. 25, § 14; 63 Laws 1981, ch. 152, §§ 1, 2; 64 Laws 1983, ch. 112, §§ 46-54; 66 Laws 1987, ch. 136, §§ 30-32; 66 Laws 1988, ch. 352, § 9; 67 Laws 1990, ch. 376, §§ 19, 20; 68 Laws 1992, ch. 337, §§ 3, 4; 69 Laws 1993, ch. 61, § 10; 69 Laws 1994, ch. 262, §§ 1-9; 70 Laws 1995, ch. 79, § 16, eff. July 1, 1995; 70 Laws 1995, ch. 186, § 1; 70 Laws 1995, ch. 299, §§ 2, 3, eff. Feb. 1, 1996; 70 Laws 1995, ch. 349, § 22, eff. July 1, 1996; 71 Laws 1997, ch. 120, § 15, eff. July 1, 1997; 71 Laws 1998, ch.339, §§ 49 to 52, eff. July 1, 1998; 73 Laws 2001, ch. 82, § 21, eff. July 1, 2001; 76 Laws 2007, ch. 145, §§ 11-16, eff. July 17, 2007.)

B-4

Nevada		2844		11-2723423
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Darrin M. Ocasio, Esq.	Michael T. Williams, Esq.
Sichenzia Ross Friedman Ference LLP	Williams Securities Law Firm
61 Broadway, 32 nd Floor	2503 W. Gardner Ct.
New York, New York 10006	Tampa FL 33611
(212) 930-9700	(813) 831-9348

	Large accelerated filer ¨	Accelerated filer ¨
	Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company þ

Title of Each Class of Securities to be Registered (1)	Amount to be Registered			Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $.00001 par value per share		30,954,762	(2)	$	0.60	$	18,572,857.20	$	773.98	(3)

Series E Preferred Stock, $.00001 par value per share		13,001,000	(4)		N/A		N/A		N/A

EXPERTS		120

WHERE YOU CAN FIND MORE INFORMATION		120

OMNIRELIANT’S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2009 (UNAUDITED) AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2008 AND BALANCE SHEET FOR JUNE 30,2007		F-1

ABAZIAS’ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2009 (UNAUDITED) AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2008 AND BALANCE SHEET FOR DECEMBER 31, 2007		F-116

APPENDIX
Appendix A - Agreement and Plan of Merger
Appendix B - Section 262 of the Delaware General Corporation Law

Infusion Brands International (INBI) Inactive S-4/ARegistration of securities issued in business combination transactions (amended)