OLAB Oralabs

OraLabs Holding Corp. ("OraLabs" or the "Company") (Nasdaq:OLAB) today announced that as of June 20, 2005, it entered into a First Amendment to Stock Exchange Agreement. The First Amendment amends the definitive Stock Exchange Agreement previously described in a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2005. The First Amendment specifies the amount of shares to be issued to the Shareholders of NVC Lighting Investment Holdings Limited ("NVC") upon a closing of the proposed transactions. As the amount of net income earned by NVC for the year ended December 31, 2004, as shown in NVC'S Consolidated Financial Statements as of December 31, 2004, including the Report of Independent Registered Public Accounting Firm included therein, was $7,105,027.00, the number of shares to be issued to the NVC Shareholders upon a closing of the proposed transactions (the "NVC Shares") will be 94 percent of the fully-diluted, total issued and outstanding shares of common stock of OraLabs upon completion of the closing, pursuant to the formula contained in Section 1.1 of the Stock Exchange Agreement. The actual number of NVC shares will not be known until closing as it depends in part upon the number of outstanding options that may be exercised prior to closing by OraLabs employees. The First Amendment also extends certain deadline dates in the Stock Exchange Agreement. Either party has the right to terminate the Agreement if closing does not occur by September 30, 2005. The closing of the Stock Exchange Agreement, as amended by the First Amendment, remains conditioned upon, among other things, customary closing conditions, including the satisfaction of both the Company and NVC with their due diligence investigations of the other party and the receipt by the Board of Directors of OraLabs of a fairness opinion. If the closing under the Agreement occurs, it is expected to occur during the Company's third or fourth fiscal quarter. No assurances can be given that the Agreement will close or, if the closing occurs, as to the final terms of the Agreement. A copy of the First Amendment is attached as Exhibit 2.2 included in a Form 8-K filed by the Company on June 24, 2005. The foregoing summary description of the First Amendment and the transactions contemplated thereby is not intended to be complete and is qualified in its entirety by the complete text of the First Amendment. OraLabs, Inc. manufactures Ice Drops(R) brand breath fresheners and mints and Sour Zone(TM) brand of sour liquid candy products; and Lip Rageous(R), Lip Naturals(R), Chap Ice(R), Essential Extra Moisture, Leashables(R), Chapgrip(R), Soothe & Shine(R) brands of lip balm. The product line includes breath drops and sprays, sour drops and sprays, lip balms, dietary supplements and a variety of private label products. The Company's products are currently sold in the USA nationally as well as numerous foreign countries. The products are sold through wholesale distributors as well as by direct sale to mass retailers, grocery stores, convenience stores and drug stores. Forward-Looking and Cautionary Statements Except for historical information and discussions contained herein, statements included in this release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to statements regarding anticipated sales growth, expectations regarding financial results for the quarter and expectations regarding future outcomes. These statements are based on the company's current beliefs and expectations as to such future outcomes. These statements involve a number of risks, uncertainties, and other factors that could cause results to differ materially, as discussed in the Company's filings with the Securities and Exchange Commission. The Company can offer no assurance that the definitive agreement discussed in this press release will close on the terms described above, if at all.