OraLabs Announces Agreement with Partner Success Holdings Limited

OraLabs Holding Corp. (NASDAQ: OLAB) and Partner Success
Holdings Limited today announced they had entered into a definitive
Stock Exchange Agreement dated March 31, 2006, in which all of the
issued and outstanding shares of Partner Success Holdings Limited will
be acquired by OraLabs in exchange for 94% of the issued and
outstanding shares of OraLabs common stock on a fully diluted basis
calculated after giving effect to a redemption by OraLabs of 3,629,350
shares of OraLabs common stock owned by its President, Gary H.
Schlatter, the issuance of 300,000 shares to the non-employee
directors of OraLabs and the exercise of any options prior to the
Closing. OraLabs will acquire the shares from Mr. Schlatter in
consideration for the transfer to him of all of the issued and
outstanding shares of OraLabs Inc., OraLabs Holding Corp.'s wholly
owned subsidiary.
   The Board of Directors of OraLabs Holding Corp. has approved the
Stock Exchange Agreement with Partner Success Holdings Limited and,
subject to the satisfaction of certain conditions, intends to
recommend to its shareholders that they adopt the agreement. If the
transactions close, they are expected to do so during the third
quarter of fiscal 2006. Because of the nature of the definitive
agreement and the many conditions to closing, there can be no
assurances that the transaction will be consummated.
   OraLabs Inc. manufactures Ice Drops(R) brands oral care products;
Sour Zone(TM) brands sour products; and Lip Rageous(R), Lip
Naturals(R), Chap Ice(R), Extra Lip Moisturizer, 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 and
a variety of private label products. The Company distributes 5HTP as
its only dietary supplement; additionally the Company distributes
Sanell (TM) hand sanitizer and Eyelieve (TM) sterile eye 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.