STOCK
      REDEMPTION AGREEMENT

    


    This
      Stock Redemption Agreement (the “Agreement”) is made and entered into this
      December 28, 2006, by and between OraLabs Holding Corp., a Colorado corporation
      (the “Company”) and Gary H. Schlatter (“Schlatter”).

     

    WHEREAS,
      Schlatter is the legal and beneficial owner of 3,629,350 shares of the Company’s
      Common Stock, par value $0.001 per share (the “Common Stock”); and

    


    WHEREAS,
      the Company has agreed to purchase the Common Stock from Schlatter and Schlatter
      has agreed to sell shares of the Common Stock to the Company in accordance
      with
      and upon the terms and conditions set forth in this Agreement; and

    


    WHEREAS,
      the Company is the legal and beneficial owner of 100 shares of the common stock
      of OraLabs, Inc., a Colorado corporation (the “Subsidiary”), par value $0.001
      per share (the “Subsidiary Common Stock”); and

    


    WHEREAS,
      Schlatter has agreed to purchase the Subsidiary Common Stock from the Company
      and the Company has agreed to sell shares of the Subsidiary Common Stock to
      Schlatter in accordance with and upon the terms and conditions set forth in
      this
      Agreement; and

    


    WHEREAS,
      immediately prior to the Closing (as defined below), the Company shall have
      closed on the Stock Exchange Agreement, dated as of March 31, 2006, as amended,
      by and among the Company, Partner Success Holdings Limited, a British Virgin
      Islands International business company (“PSHL”) and such of the shareholders of
      PSHL (the “Stock Exchange Agreement”).

    


    NOW,
      THEREFORE, in consideration of, and in reliance upon, the representations,
      warranties, covenants and conditions set forth in this Agreement, and other
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto hereby agree as follows:

     

    1. Purchase
      and Sale of Common Stock.
      At the
      Closing, subject to the terms and conditions set forth herein, Schlatter shall
      sell, transfer, assign, convey and deliver to the Company, and the Company
      shall
      purchase from Schlatter, 3,629,350 shares of the Company’s Common Stock, free
      and clear of all liens, encumbrances, options, claims, charges or other
      restrictions of any kind, except for such restrictions as may exist under
      applicable federal and state laws.

     

    2. Purchase
      Price.
      As the
      purchase price for the Common Stock, subject to the terms and conditions set
      forth herein, the Company shall transfer, assign, convey and deliver to
      Schlatter one hundred (100) shares of the Subsidiary Common Stock held by the
      Company, free and clear of all liens, encumbrances, options, claims, charges
      or
      other restrictions of any kind, except for such restrictions as may exist under
      applicable federal and state laws.

     

    3. Closing.
      The
      closing of the transactions contemplated herein (the “Closing”) shall occur in
      the offices of Koff, Corn & Berger, P.C., 303 E. 17th
      Street,
      Suite 940, Denver, Colorado 80263 on December 28, 2006 immediately following
      the
      closing of the Stock Exchange Agreement. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. Representations
      and Warranties.

     

    a. Seller’s
      Representations and Warranties.

     

    (i) Organization;
      Corporate Authority.
      Schlatter has all requisite power and authority to execute and deliver this
      Agreement to the Company and when executed, this Agreement shall be a valid
      and
      binding obligation of Schlatter, enforceable against him in accordance with
      its
      terms, except (i) as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors’ rights generally and (ii) as limited by laws relating
      to the availability of specific performance, injunctive relief or other
      equitable remedies. 

     

    (ii) Valid
      Issuance of the Common Stock.
      The
      shares of the Common Stock, when sold and delivered in accordance with the
      terms
      of this Agreement for the consideration expressed herein shall be duly and
      validly issued, fully-paid and nonassessable and shall be free of restrictions
      on transfer, except for such restrictions as may exist under applicable federal
      and state laws.

    


    (iii) Purchase
      Entirely for Own Account.
      The
      Subsidiary Common Stock is being acquired by Schlatter for investment purposes
      only, for his own account, not as a nominee or agent, and not with a view to
      the
      resale or distribution of any part thereof, and he has no present intention
      of
      selling, granting any participation in, entering into any derivative transaction
      with, or otherwise distributing, the same and does not have any contract,
      undertaking, agreement or arrangement with any person to do the
      same.

     

    (iv) Disclosure
      of Information.
      Schlatter believes he has received all the information he considers necessary
      or
      appropriate in deciding whether to purchase the Subsidiary Common Stock.
      Schlatter further represents that he has had an opportunity to ask questions
      and
      receive all answers he deems necessary from the Company regarding the terms
      and
      conditions of the offering of the Subsidiary Common Stock and the business,
      properties, prospects and financial condition of the Subsidiary. 

     

    (v) Investment
      Experience.
      Schlatter has experience in investing in the securities and acknowledges that
      he
      can bear the economic risk of his investment, and has such knowledge and
      experience in financial or business matters that he is capable of evaluating
      the
      merits and risks of the investment in the Subsidiary Common Stock.
      Schlatter acknowledges that an investment in the Subsidiary Common Stock
      involves a high degree of risk.

     

    (vi) Accredited
      Investor.
      Schlatter is an “accredited investor” within the meaning of Rule 501 of
      Regulation D, as presently in effect. Schlatter also represents that he has
      not
      been organized for the purpose of acquiring the Subsidiary Common Stock, or
      if
      he was organized for such purpose, each of his equity owners is an “accredited
      investor” within the meaning of Rule 501 of Regulation D, as presently in
      effect.

     

    
      
        
        

      

      
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    (vii) Restricted
      Securities.
      Schlatter understands that (i) the Subsidiary Common Stock are “restricted
      securities” under federal and state securities laws inasmuch as they are being
      acquired from the Company in a transaction or transactions not involving a
      public offering and that the Subsidiary has no present intention of registering
      any shares of its capital stock under the Securities Act of 1933, as amended
      (the “Act”),
      (ii)
      under such laws and applicable regulations such Subsidiary Common Stock may
      not
      be transferred, hypothecated, resold, made the subject of a derivatives
      transaction or otherwise distributed without an effective registration under
      the
      Act except in certain limited circumstances in strict compliance with the Act
      and state securities laws and (iii) in the absence of an effective registration
      statement covering the Subsidiary Common Stock or an available exemption from
      registration under the Act, the Subsidiary Common Stock must be held
      indefinitely. 

     

    (viii) Legend.
      Schlatter acknowledges that each certificate representing the shares of
      Subsidiary Common Stock shall (unless otherwise permitted by the provisions
      of
      this Agreement) be stamped or otherwise imprinted with a legend substantially
      similar to the following (in addition to any legend required under applicable
      state securities laws or as provided elsewhere in this Agreement):

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW, AND
      MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED
      FOR
      SALE UNLESS REGISTERED UNDER THAT ACT AND SUCH STATE SECURITIES LAWS OR A
      WRITTEN OPINION THAT THE PROPOSED SALE OR TRANSFER IS EXEMPT FROM REGISTRATION
      UNDER THAT ACT AND THOSE STATE SECURITIES LAWS HAS BEEN RENDERED BY COUNSEL
      FOR
      THE COMPANY.

     

    b. Company’s
      Representations and Warranties. 

     

    (i) Organization;
      Corporate Authority.
      The
      Company is a corporation, duly organized, validly existing and in good standing
      under the laws of the State of Colorado. The Company has all requisite corporate
      power and authority to execute, deliver and perform this Agreement and this
      Agreement is a valid and binding obligation of the Company, enforceable against
      it in accordance with its terms, except (i) as limited by applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws of general application
      affecting enforcement of creditors’ rights generally and (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief or
      other
      equitable remedies. 

     

    (ii) Valid
      Issuance of the Subsidiary Common Stock.
      The
      shares of the Subsidiary Common Stock, when sold and delivered in accordance
      with the terms of this Agreement for the consideration expressed herein shall
      be
      duly and validly issued, fully-paid and nonassessable and shall be free of
      restrictions on transfer, except for such restrictions as may exist under
      applicable federal and state laws.

     

    
      
        
        

      

      
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    5. Closing
      Conditions.

     

    a. Conditions
      to Obligations of Schlatter.
      The
      obligations of Schlatter to effect the Closing are further subject to the
      following conditions:

     

    (i) Representations
      and Warranties.
      The
      representations and warranties of the Company set forth in this Agreement shall
      be true and correct in all respects.

     

    (ii) Share
      Certificates.
      The
      Company shall have delivered to Schlatter, in accordance with the terms hereof,
      (A) the certificate or certificates representing the Subsidiary Common Stock,
      registered in the name of the Company, duly endorsed by the Company for transfer
      or accompanied by duly executed stock powers such that the Subsidiary Common
      Stock is suitable for transfer to Schlatter; and (B) any and all other
      instruments and documents executed by the Company reasonably necessary to
      consummate the transactions contemplated herein.

     

    b. Conditions
      to Obligations of the Company.
      The
      obligations of the Company to effect the Closing:

     

    (i) Representations
      and Warranties.
      The
      representations and warranties of Schlatter set forth in this Agreement shall
      be
      true and correct in all respects.

     

    (ii) Share
      Certificates.
      Schlatter shall have delivered to the Company, in accordance with the terms
      hereof, (A) a certificate or certificates representing the Common Stock,
      registered in the name of Schlatter, duly endorsed by Schlatter for transfer
      or
      accompanied by duly executed stock powers such that the Common Stock evidenced
      by such certificates is suitable for transfer to the Company; and (B) any and
      all other instruments and documents executed by Schlatter normally necessary
      to
      consummate the transactions contemplated herein.

     

    6. Termination.
      This
      Agreement may be terminated and abandoned at any time prior to the Closing
      Date
      by mutual written consent of Schlatter and the Company.

     

    7. Miscellaneous.

     

    a. Notices.
      All
      notices, requests, claims, demands and other communications hereunder shall
      be
      in writing and shall be given by (i) delivery in person, by overnight courier
      with receipt requested, by facsimile transmission (with receipt confirmed by
      telephone) and such delivery shall be deemed to have been duly given upon
      receipt, or (ii) registered or certified mail (postage prepaid, return receipt
      requested) and such delivery shall be deemed to have been duly given two
      business days after being sent, to the other party as follows:

     

    If
      to the
      Company: 

     

    OraLabs
      Holding Corp.

    18685
      E.
      Plaza Drive

    Parker,
      Colorado 80134

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    with
      a
      copy to: 

     

    Kirkpatrick
      & Lockhart Nicholson Graham LLP 

    599
      Lexington Avenue

    New
      York,
      New York 10022

    Attn:
      Barbara Jones, Esq.

     

    If
      to
      Seller: 

     

    Mr.
      Gary
      H. Schlatter

    18685
      E.
      Plaza Dr.

    Parker,
      Colorado 80134

     

    With
      a
      copy to: 

     

    Koff, Corn
      & Berger, PC

    303
      E. 17th Street, Suite 940

    Denver,
      Colorado 80203-1262

    Attn:
      Douglas B. Koff

     

    or
      to
      such other address as the party to whom notice is given may have previously
      furnished ! the other parties in writing in the manner set forth
      above

     

    b. Entire
      Agreement.
      This
      Agreement contains the entire understanding and agreement of the parties hereto
      with respect to the subject matter hereof and may not be altered or amended
      except by the written agreement of the parties hereto. No provision of this
      Agreement or right of Schlatter hereunder can be waived nor can the Company
      be
      released from its obligations hereunder except by a writing duly executed by
      Schlatter.

     

    c. Severability.
      Should
      anyone or more provisions of this Agreement be determined to be illegal or
      unenforceable, all other provisions of this Agreement nevertheless shall be
      effective.

     

    d. Terminology.
      Where
      the context or construction requires, all words applied in the plural shall
      be
      deemed to have been used in the singular and vice versa, and the neuter shall
      include the masculine and feminine.

     

    e. Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    f. Headings.
      The
      headings of the several paragraphs hereof are included only for the convenience
      of reference and are not intended to govern, construe or modify any provisions
      of the several paragraphs hereof.

     

    
      
        
        

      

      
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    g. Applicable
      Law.
      This
      Agreement is to be governed by and construed in accordance with the laws of
      the
      State of Colorado, without giving effect to its choice of law rules. Any
      dispute, controversy or claim arising under or in any way related to this
      Agreement or the breach thereof shall only be submitted to and settled by
      binding arbitration before a single arbitrator by the American Arbitration
      Association in accordance with the Association’s commercial rules then in
      effect. The arbitration (or legal proceedings described at the end of this
      paragraph) will only be conducted in Denver, Colorado, which the parties agree
      is the exclusive venue for the proceedings. Judgment upon the award rendered
      by
      the arbitrators may be entered in any court having jurisdiction thereof. The
      arbitrator may award reasonable attorneys fees to the prevailing party, or
      if
      the arbitrator believes that more than one party has prevailed in separate
      aspects of the arbitration, the arbitrator may award attorneys fees as it deems
      appropriate.

     

    h. Amendment
      or Waiver.
      Every
      right and remedy provided herein shall be cumulative with every other right
      and
      remedy, whether conferred herein, at law, or in equity, and may be enforced
      concurrently herewith, and no waiver by any party of the performance of any
      obligation by the other shall be construed as a waiver of the same or any other
      default then, theretofore, or thereafter occurring or existing. At any time
      prior to the Closing Date, this Agreement may be amended by mutual written
      consent of all the Parties, with respect to any of the terms contained herein,
      and any term or condition of this Agreement may be waived or the time for
      performance hereof may be extended by a writing signed by the party or parties
      for whose benefit the provision is intended.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Stock Redemption
      Agreement as of the date first above written.

    
 

    
      	 	 	 
	 	OraLabs
              Holding
              Corp.
	 
 	 
 	 
 
	 	By:  	/s/
              Wo Hing Li
	 	
              
Name: Wo
              Hing Li
	 	Title: President


    

    
 

    
      	 	
              /s/
                Gary H. Schlatter

              
                
Gary
                H. Schlatter

            


    

     

     

     

    
      
        
        

      

      
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