COMMERCIAL LEASE AGREEMENT

THIS LEASE AGREEMENT is made and entered into May 31, 2005, by and between The Levine Family Trust, whose address is 8929 University Center Lane, Suite 100, San Diego, California 92122, (hereinafter referred to as ?Landlord?), and Orange 21, Inc., a Delaware corporation, which is the parent corporation of Spy Optic, Inc., whose address is 2070 Las Palmas Drive, Carlsbad, California 92009, (hereinafter referred to as ?Tenant?).

ARTICLE I - GRANT OF LEASE

Section 1. Leased Premises. Landlord, in consideration of the rents to be paid and the covenants, conditions and agreements to be performed and observed by the Tenant, does hereby lease to the Tenant and the Tenant does hereby lease and take from the Landlord the property commonly known as 2070 Las Palmas Drive, which consists of approximately 30,556 square feet, located in the County of San Diego, City of Carlsbad and the State of California, together with, as part of the parcel, all improvements located thereon (the ?Leased Premises?).

Section 2. Condition ? As Is. Tenant currently occupies the Premises pursuant to a Sublease Agreement dated September 6, 2002, by and between Lessor and Harris Corporation (?Harris?), subject to a Master Lease dated May 9, 1995 (?Master Lease?) covering, inter alia, the Leased Premises, by and between Harris and Landlord. Tenant hereby expressly acknowledges that it is familiar with the Premises, having occupied the Premises pursuant to the Master Lease and the Sublease for a period of more than two years, and accepts the Leased Premises ?AS IS?.

ARTICLE II - LEASE TERM

Section l. Total Term of Lease. The Term of this Lease shall begin on the commencement date, as defined in Section 2 of this Article II, and shall terminate on March 31, 2006.

Section 2. Commencement Date. The ?Commencement Date? shall mean June 1, 2005.

Section 3. Expiration Date. The ?Expiration Date? shall mean March 31, 2006.

Section 4. Extensions. The parties hereto may elect to extend this Agreement upon such terms and conditions as may be agreed upon in writing and signed by the parties at the time of any such extension.

Section 5. Holding Over. Tenant shall not have the right to hold over and continue occupancy of the Leased Premises after the Expiration Date. In the event that Tenant or anyone claiming under Tenant shall continue occupancy of the Leased Premises after the expiration of the term of this Lease or any renewal or extension thereof without any agreement in writing between