AMENDMENT TO WEB SITE DEVELOPMENT, SERVICE AND REVENUE SHARING AGREEMENT

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 shal