In response to the letter issued by Thesis Capital Management late last week, Orange 21 co-chairmen of the board, Mark Simo and John Pound,  sent a pair of letters, one to Thesis and the other to the company's “friends and constituents” saying that the company had no intention of selling, but rather looked to continue going forward with “organic value creation at an independent Orange 21.”

 

The letter to Thesis reads:

 


October 1, 2007


Mr. Stephen Roseman


Thesis Capital Management, LLC


60 East 42 nd Street, Suite 1245


The Lincoln Building


New York, NY 10165


Dear Mr. Roseman:


We received your letter dated September 27, 2007


regarding Orange 21 Inc. We appreciate your input

and that of our other shareholders. At the present

time, we are, as we have previously indicated,

focused on organic value creation at an independent

Orange 21. As major investors in the company, we

both believe that there are exciting value opportu-

nities in the Spy brand, and our plan is to pursue

those opportunities on behalf of the company’s

current shareholders. We look forward to the exciting

prospects that lie ahead for what we believe to be

a deep and resonant niche brand with an authentic

voice in the action sports market.

Sincerely,


 














/s/ Mark Simo

Mark Simo
Chief Executive Officer and
Co-Chairman of the Board of Directors

 












/s/ John Pound

John Pound
Co-Chairman of the Board of Directors


The letter to friends and constituents reads:

October 1, 2007

To our friends and constituents:

 
In recent weeks, there have been several rumors and stories
suggesting the possibility of a change in direction for Spy
Optic as a company. You may have heard or read about the
possibility of a sale, a merger, an acquisition by Spy, and/or
a change of strategic direction.
 

We are taking this opportunity to write to you as the joint

Chairmen of the company – and, as significant, long-term
investors, who own, together, approximately 25% of Spy’s
equity. We are writing to affirm our passion for the brand
and the company, and, our belief that the future for Spy
Optic is bright, as an independent, growing action sports
and fashion brand in the optical and accessories arena. As
we wind up our key summer season, we want to express our
appreciation to everyone who has supported, and continues
to support the brand, our customers, employees, dealers,
athletes, and other friends. We are enthused for what has
been accomplished in the past year, and equally enthused
about what lies ahead of us.
 

In late 2006, as you know, we commenced a turnaround

initiative and began a new process to re-energize and grow
Spy Optic. We believe we have made substantial progress
since that time. We have simplified the business, cut costs,
focused on core products, eliminated unnecessary and
distracting diversification strategies, improved production
efficiencies and lead times, re-focused marketing, rebuilt
dealer confidence, and re-energized our core company team.

We now look forward to new initiatives in 2008. We have a

great renewed product line for next year that we believe is the
best in the history of the company. We are committed to
rolling out that product line and seeing Spy through what
we expect to be an exciting evolution. We will report to you,
of course, as that process unfolds.
 

We want you to know that, as significant investors in the

business, we are both committed to the company’s future,
and we believe that there is substantial value to be created
as an independent Spy for all of our constituents. At this
time, our focus will be on that value creation process. We
are committed to that path and enthused about the
opportunities ahead. We look forward to our partnership
with you as we move ahead to grow Spy in 2008.


With best wishes,

 

/s/ Mark Simo

Mark Simo
Chief Executive Officer and
Co-Chairman of the Board of Directors

/s/ John Pound

John Pound
Co-Chairman of the Board of Directors