Second Amendment to Stock Exchange Agreement between OraLabs Holding Corp., Partner Success Holdings Limited, and Wo Hing Li

Summary

OraLabs Holding Corp., Partner Success Holdings Limited, and Wo Hing Li have agreed to amend their original Stock Exchange Agreement. This Second Amendment, dated October 12, 2006, changes a key date in the original agreement from October 15, 2006, to January 15, 2007, as referenced in specific sections. All other terms of the original agreement remain unchanged. The amendment is effective upon signing by all parties.

EX-2.1 2 a5251763ex2-1.txt EXHIBIT 2.1 Exhibit 2.1 SECOND AMENDMENT TO STOCK EXCHANGE AGREEMENT This Second Amendment to Stock Exchange Agreement ("Second Amendment") is dated October 12, 2006, and is by and between OraLabs Holding Corp., a Colorado corporation ("OraLabs"), Partner Success Holdings Limited, a British Virgin Islands international business company ("PSHL"), and Mr. Wo Hing Li, sole shareholder of PSHL (the "Shareholder"). WHEREAS, the parties entered into a Stock Exchange Agreement dated as of March 31, 2006 (the "Exchange Agreement"), as amended by First Amendment to Stock Exchange Agreement dated July 20, 2006; and WHEREAS, the parties wish to replace a date in the Exchange Agreement. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: 1. Except as expressly modified by this Second Amendment, the provisions of the Exchange Agreement remain in full force and effect. In the event of a conflict between any provision of this Second Amendment and any provision of the Exchange Agreement, the provision of this Second Amendment shall prevail. Capitalized terms not otherwise defined in this Second Amendment will have the meanings specified for them in the Exchange Agreement. 2. The parties agree that the date of October 15, 2006 that appears in Sections 2.3 and 11.1(e) of the Exchange Agreement is hereby changed to January 15, 2007. 3. This Second Amendment may be executed in counterparts, each such counterpart being deemed to be an original instrument, and all of such counterparts shall together constitute one and the same instrument, and facsimile signatures will be accepted as originals. IN WITNESS WHEREOF, the undersigned have executed this Second Amendment on the dates specified below. ORALABS HOLDINGS CORP., a Colorado corporation By: /s/ Michael I. Friess By: /s/ Wo Hing Li --------------------- -------------- Michael I. Friess, Authorized Director Wo Hing Li, Individually Date: October 12, 2006 Date: October 12, 2006 ---------------- ---------------- The signature of the undersigned is to PARTNER SUCCESS HOLDINGS LIMITED, evidence its consent to the foregoing a British Virgin Islands international business company ORALABS, INC., a Colorado corporation By: /s/ Gary H. Schlatter By: /s/ Wo Hing Li --------------------- -------------- Gary H. Schlatter, President Wo Hing Li, President and CEO Date: October 12, 2006 Date: October 12, 2006 ---------------- ----------------