EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.39

ORANGE 21 INC.

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “ Agreement ”) is entered effective October 12, 2006, by and between Orange 21 Inc., a Delaware corporation (“ Employer ”), and Jerry Collazo (“ Employee ”), with respect to the following facts:

A. Whereas, Employee has agreed to serve as Chief Financial Officer of Employer;

B. Whereas, Employer is a Delaware corporation engaged in the business of the design, manufacture, sale, and distribution of sunglasses and related products bearing Employer’s trade name; and

C. Whereas, Employer wishes to secure and Employee wishes to provide ongoing services on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. Employment . Employer hereby agrees to employ Employee as its Chief Financial Officer, and Employee hereby agrees to be employed by Employer in such capacity, subject to the terms and conditions in this Agreement.

2. At Will Employment . The parties acknowledge and agree that: (a) Employee’s employment is not for a specified term and may be terminated by Employer or Employee at any time with or without cause; (b) this provision is intended to be the complete and final expression of the parties’ understanding regarding the terms and conditions under which Employee’s employment may be terminated; (c) no representation contrary to this provision is valid; and (d) this provision may not be augmented, contradicted, or modified in any way, except by a writing signed by Employee and by Employer’s Chief Executive Officer. Nothing in this Agreement is intended to or shall be construed to contradict, modify or alter this at-will relationship.

3. Compensation . Employer shall pay Employee the following forms of compensation:

a. Base Salary . Employee shall be paid a gross annual salary of $250,000 (“ Base Salary ”), payable on a pro-rated basis according to Employer’s payroll schedule and subject to applicable withholdings and other payroll deductions. The Base Salary is subject to adjustment at the end of each calendar year by the Board of Directors of Employer (the “ Board ”) in its sole and absolute discretion.

b. Commissions, Profit Sharing and Bonuses. Each year, in the sole and absolute discretion of the Board, Employee may be entitled to participate in commission programs, profit sharing programs and bonus programs. The terms and conditions of any such programs will be established by the Board each year and Employee will be notified of such

terms and conditions for such year. For 2006, the terms and conditions of such programs as such programs apply to Employee are outlined on Exhibit A , attached hereto.

e. Stock Options; Restricted Stock .

(i) Pursuant to the terms and conditions of a Notice of Stock Option Grant and Stock Option Agreement and Employer’s 2004 Stock Incentive Plan, Employee shall be granted an option to purchase up to 20,000 shares of Employer’s common stock. Beginning in 2007, from time to time, in the sole and absolute discretion of the Board, Employee may be granted additional options to purchase shares of common stock of Employer on terms and conditions established by the Board.

(ii) Pursuant to the terms and conditions of a Notice of Restricted Share Award and Restricted Share Agreement and Employer’s 2004 Stock Incentive Plan, Employee shall be granted 20,000 restricted shares of Employer’s common stock.

d. Car; Phone . During the term of this Agreement, Employee shall be entitled to a monthly car allowance of $500.00. In addition, Employer shall either provide or pay the cost of a mobile telephone for Employee’s use in connection with the performance of his duties under this Agreement.

4. Duties . Employee will expend his best efforts on behalf of Employer and will abide by all applicable federal, state and local laws, regulations or ordinances. As an employee of the Company, Employee agrees: (a) to devote Employee’s utmost knowledge and best skill to the performance of Employee’s duties under this Agreement; (b) to devote Employee’s full business time to the rendition of such services, subject to absences for customary vacations and for temporary illness; and (c) not to engage in any other gainful occupation, business, or activity that requires Employee’s personal attention or creates a conflict of interest with Employee’s responsibilities under this Agreement without the prior approval of the Board of Directors. Notwithstanding the foregoing, Employee shall be permitted, to the extent such activities do not interfere with his performance of his duties and responsibilities and do not violate Section 11 of this Agreement, to serve on civic or charitable boards or committees and serve on the boards of other companies.

5. Personnel Policies and Procedures . Employer shall have the authority to establish from time to time personnel policies and procedures to be followed by its employees. Employee agrees to comply with the policies and procedures of Employer. To the extent any provisions in Employer’s personnel policies and procedures differ from the terms of this Agreement, the terms of this Agreement shall control.

6. Expenses . Employee is authorized to incur ordinary and necessary expenses in connection with the performance of his duties that are consistent with the policies of Employer as outlined in Employer’s Travel and Expense Guidelines, which may from time to time be modified or amended by Employer’s Chief Executive Officer. Employer will reimburse Employee for all such expenses upon the presentation by Employee of an itemized account of

such expenditures with supporting documentation. Employee agrees to submit expense reimbursement requests within thirty (30) days after he incurs such expenses.

7. Insurance . Employee shall be entitled to participate in any insurance or other employee benefit program maintained by Employer for the benefit of similarly situated employees, subject to the terms and conditions of Employer’s benefit program documents.

8. Vacation . Employee shall be entitled to three (3) weeks of vacation in each calendar year. Vacation shall be earned on a monthly basis at a rate calculated by dividing the number of days of vacation per year by twelve (12). For example – if the Employee is entitled to 15 days of vacation per year, the Employee will accrue 1.25 days of vacation for each month worked during the year. Vacation not taken during the applicable fiscal year shall be carried over to the following fiscal year, for a maximum vacation accrual of six (6) weeks vacation time. Vacation shall be taken at times consistent with the reasonable needs of the business of Employer. Accrued but unused vacation days shall be paid in a cash lump sum upon Employee’s Termination Date, as defined in Section 9 below.

9. Termination . Employee’s employment may be terminated upon occurrence of one of the following events:

a. By Death . This Agreement shall automatically terminate upon Employee’s death.

b. By Mutual Agreement . This Agreement may be terminated at any time by mutual agreement of the parties hereto.

c. Disability . If Employee is prevented from fully performing the essential functions of Employee’s duties under this Agreement because of any illness or physical or mental disability, with or without reasonable accommodation, for a period or periods of more than ninety (90) days in the aggregate during any calendar year or thirty (30) consecutive days in any twelve (12)-month period, Employer may terminate Employee’s employment in its sole discretion in accordance with state and federal law.

d. By Employer For Cause . This Agreement may be terminated by Employer at any time for Cause. For purposes of this Agreement, “ Cause ” shall mean, as determined by the Chief Executive Officer in his sole discretion:

“ Termination Date ” shall mean the date Employee’s employment relationship with Employer terminates. This Agreement terminates effective the Termination Date.

e. By Employer Without Cause . Employer may, at any time, terminate Employee’s employment without Cause and for reasons not specified above.

10. Effect of Termination . Upon termination of the employment relationship, all rights of Employee under this Agreement shall cease (but not obligations) and Employee shall cease to be an employee of Employer. Employee shall have no right to receive any payments or benefits hereunder except for the following, where applicable:

a. Employee’s Base Salary payable pursuant to Section 3(a) hereof up to the Termination Date, including any accrued and unused vacation;

b. Any commissions, profit sharing or bonuses, in accordance with the terms established by the Board from time to time, as provided by Section 3(b) above (provided that any such commissions, profit sharing or bonuses shall, where applicable and to the extent earned in accordance with the criteria established by the Board, be pro-rated through the Termination Date).

c. Reimbursement of expenses incurred in accordance with Section 6 hereof prior to the Termination Date to the extent not previously reimbursed by Employer; and

d. If Employee is terminated pursuant to Section 9(e), a severance payment in the amount established by the Board from time to time for such Employee (it be understood and acknowledged that the severance payment for the year 2006 shall be set forth on Exhibit A , attached hereto, and that the Board shall not reduce such amounts for future years of service). Employee acknowledges and agrees that his receipt of the severance payment shall be conditioned upon Employee executing and delivering a separation and release agreement in a form acceptable to Employer.

11. Non-Competition; Nondisclosure of Proprietary Information .

a. Non-Competition . During Employee’s employment by Employer, Employee shall not, directly or indirectly, own, manage, operate, control, invest or acquire an interest in, or otherwise engage or participate (whether as a proprietor, partner, stockholder, director,

officer, employee, joint venturer, investor, or other participant) in any “Competitive Business” (as hereinafter defined) in the United States, without regard to: (i) whether the Competitive Business has its office or other business facilities within the United States; (ii) whether any of the activities of Employee occur or are performed within the United States; or (iii) whether Employee resides in, or reports to an office within, the United States. For purposes of this Section 11 , “ Competitive Business ” shall mean the business of design, manufacture, sale, and distribution of sunglasses, motocross or snow goggles, and related products and accessories, and any other business in which Employer becomes engaged during the term of Employee’s employment with Employer.

b. Nondisclosure . During the period that Employee is employed by Employer, and for an infinite period thereafter, Employee shall not disclose, directly or indirectly, any confidential or proprietary information regarding any aspect of Employer, including any information relating to its finances, business, operations, products, procedures, business practices, marketing plans, trademarks, customer lists, and pricing information, that is not public knowledge (“ Proprietary Inf