1st AMENDMENT TO MASTER AGREEMENT

Exhibit 2.1

1^st AMENDMENT TO

MASTER AGREEMENT

By and between

(all the aforementioned, hereinafter also collectively referred to as “Purchasers”);

- of the one part –

AND

- on the other part –

(all the aforementioned, hereinafter also individually referred to as the “Party” and collectively as the “Parties”)

AND

AND

LEM S.R.L. an Italian corporation, with registered office in Galliate Lombardo (VA), Via Vajone 2, Italy, registered in the Companies’ Register of Varese (VA), C.F./VAT 01470470129 (hereinafter referred to as “LEM”).

RECITALS

NOW, THEREFORE, it is hereby understood and agreed that the Original Agreement is hereby amended as follows (the “Amendment”):

A. Article 7 of the Original Agreement is hereby amended in its entirety to read as follows:

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Article 7

Minimum Purchase of Goods-Services

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The particular goods or services purchased shall be determined by O21 and/or its subsidiaries and could include all of the brands of O21. LEM shall sell such goods and services at its current prices or less, if possible. LEM’s current price list is attached hereto as Annex 1.

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As used herein, the term “New Product” shall mean new styles of glasses and goggles related to the SPY, O’Neill or Margaritaville eyewear brands produced for O21 or its affiliates (whether purchased for itself as owner or licensee of such brands, or on behalf of a third party), that was not previously produced by LEM for O21 or its affiliates and intended for commercial sale at retail (i.e., excluding prototypes or other glasses not meant for commercial sale) prior to the date of this Amendment.

In the event that O21 is no longer the owner or licensee of the O’Neill or Margaritaville eyewear brands and LEM desires to produce and sell O’Neill or Margaritaville branded sunglasses directly to a third party, the Parties agree that such purchases of sunglasses by a third party shall be counted towards both (a) “New Product”, and (b) Minimum Purchases, in each calendar year during the term of this Agreement. For sake of clarity, “New Product” shall not include O’Neill goggles purchased by a third party. LEM agrees not to produce and sell O’Neill or Margaritaville branded eyewear to any person other than O21 or its affiliates, without O21’s prior written consent for the duration of this Agreement.

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LEM agrees that € 243,000 worth of purchase orders that were previously accepted by LEM for delivery in the 3^rd calendar quarter of 2011 shall be shipped in the 4^th calendar quarter of 2011 instead of the 3^rd calendar quarter.

For the Penalty related to the 3rd and 4th calendar quarters of 2011, actually paid by 021, LEM shall grant to O21 a credit equal to 3,5% of the Shortfall for 2011 to be used by O21 towards the purchase of new molds used for New Products developed at LEM.

For sake of clarity, the payment of the Penalty by O21 pursuant to this article 7.3 or pursuant to article 7.8 constitute liquidated damages and neither O21, nor any of its subsidiaries, shall have any other liabilities for the Minimum Purchase.

Notwithstanding article 7.4(i), for any product shipments made on or before September 30, 2011, if LEM requests that O21 pay the amount invoiced earlier than 90 days after the invoice date, O21 will use commercially reasonable efforts to make such earlier payments, provided that the maximum aggregate invoiced amounts that O21 shall be required to pay earlier in accordance with this provision shall not exceed € 100,000.

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If any Minimum Purchases have not yet been met by O21 at the end of such 6 month transition period, directly or through its subsidiaries, O21 shall pay, within 15 days following the end of such 6 months, LEM € 0,37 for each Euro of goods and/or services not purchased by O21 and/or by its subsidiaries during the aforementioned period as liquidated damages, as reduced by any carry-over credits pursuant to article 7.6.

For purposes of this Agreement, “Change in Control” means (i) a consolidation or merger of O21 with or into any other entity, or any corporate reorganization in which the stockholders of O21 immediately prior to such consolidation, merger or reorganization, own less than 50% of the voting power of the surviving entity immediately after such consolidation, merger or reorganization, (ii) a transaction or series of related transactions to which O21 is a party in which in excess of 50% of its voting power is transferred (not including any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by O21 or indebtedness of O21 is cancelled or converted or a combination thereof), or (c) a sale of all or substantially all of the assets of O21. Notwithstanding the foregoing, any of the foregoing transactions involving current significant stockholders of O21 holding at least 5% of O21’s or its affiliates’ equity or convertible debt, or other financial buyers such as private equity firms, will not be deemed a Change in Control.

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Article 11

LEM Credit/Remedies/O21 Europe joint liability

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1. Integration. This Amendment in combination with the Original Agreement contains or expressly incorporates by reference the entire agreement of the parties with respect to the matters contemplated herein and supersedes all prior negotiations. Except as specifically set forth herein, the Original Agreement remains unmodified and in full force and effect.

2. Counterparts. This Amendment may be executed in any number of original or facsimile counterparts, each of which shall be deemed an original, but such counterparts shall together constitute one and the same agreement.

3 Language. The Parties shall sign this Amendment in two originals in English and Italian languages, respectively. In case of discrepancy between the two texts, the Italian version of the Amendment shall prevail.

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ACKNOWLEDGED AND AGREED:

Date: September 23, 2011

Orange 21, Inc.