Exhibit 10.1


 


AMENDMENT TO


 


WEB SITE DEVELOPMENT,
SERVICE

AND

REVENUE SHARING AGREEMENT


 


THIS AMENDMENT TO WEB
SITE DEVELOPMENT, SERVICE AND REVENUE SHARING AGREEMENT (this “Agreement”), is entered into as of June 23, 2005, by
and between ORANGE 21 INC., a Delaware corporation (“ORANGE 21”),
and NO FEAR, INC., a California corporation (“NO FEAR”).


 


RECITALS


 


A.                                   ORANGE 21 and
NO FEAR are parties to that certain Web Site Development, Service and Revenue
Sharing Agreement dated as of December 17, 2004 (the “Web Site
Agreement”).


 


B.                                     ORANGE 21 and NO
FEAR desires to amend the Web Site Agreement to as provided in the manner set
forth herein.


 


NOW, THEREFORE, in
consideration of the mutual covenants herein contained and for other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:


 


1.0                               DEFINITIONS.  Capitalized but undefined terms used herein shall have the meaning set
forth in the Web Site Agreement.


 


2.0                               AMENDMENT TO WEB SITE AGREEMENT.


 


2.1                               Termination of Obligations under
the Web Site Agreement..  Effective as of 11:59 P.M. on June 30,
2005 (the “Termination Date”), the
obligations of the parties under the Web Site Agreement shall be deemed
terminated and of no further force or effect (subject to the survival
provisions set forth in Section 2.2 below); provided, however,
that the parties shall use commercially reasonable efforts to effect a smooth
and orderly transition of the services provided by Orange 21 under Sections
2.0 and 3.0 of the Web Site Agreement to No Fear at the earliest
possible opportunity of the parties and, provided, further, that
the parties agree that sales of products through the NF Website prior to the
Termination Date (but not thereafter) shall continue to be subject to the provisions
of Sections 3.6, 3.7, 3.8, 3.9, 3.10, 3.11 and 3.12.


 


2.2                               Survival of Certain Sections of
the Web Site Agreement.  Notwithstanding any other provision herein to
the contrary, the following sections of the Web Site Agreement shall survive
the termination thereof and shall continue in full force and effect: all of Section 1.0;
Sections 5.1 (but not 5.1.1), 5.2, 5.3, 7.1, 11.4 and 11.5, all of
Sections 8.0 and 12.


 


2.3                               Payment of Certain Termination
Amounts and Certain Other Transition Matters.  On or prior to the Effective
Date, Orange 21 shall pay to No Fear or its designee a one-time payment of Three
Thousand Two Hundred Dollars ($3,200) in consideration of the


 





















 


amendments to the Web Site Agreement effected hereby.  In addition, the following employee of Orange
21 that was hired by Orange 21 in order to manage Orange 21’s obligations under
the Web Site Agreement: Amanda Geer, shall be offered comparable employment
with No Fear and shall thereafter no longer be employees of Orange 21.


 


3.0                               No Other Amendments. 
Other than the amendments to the Web Site Agreement effected hereby, the
Web Site Agreement shall remain in full force and effect.  To the extent of any inconsistency between the
terms of the Web Site Agreement and this Amendment, the terms of this Amendment
shall control.


 


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


 


 


	
  ORANGE 21 INC,

  	
  NO FEAR, INC.,

  
	
  a Delaware corporation

  	
  a California corporation

  
	
   

  
	
   

  
	
  By

  	
     /s/ Barry Buchholtz

  	
   

  	
  By

  	
       /s/ Mark Simo

  	
   

  
	
   

  	
  Barry Buchholtz

  	
   

  	
  Mark Simo

  
	
   

  	
  Chief Executive Officer

  	
   

  	
  Chief Executive Officer

  
								



 


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