CREDIT FACILITY EXTENSION

Exhibit 10.38

September 5, 2006

Barry Buchholtz

CEO

Orange 21 Inc.

2070 Las Palmas Carlsbad, CA 92009

Obligor Number 7433804894/59/42/34/26/18

Dear Barry Buchholtz :

Comerica Bank (the “Bank”) has approved the extension of the maturity date of the above referenced credit facility as evidenced by that certain note/agreement, dated October 5, 2001 (as such may be amended, restated, modified, supplemented or revised from time to time, the “Agreement”) from September 5, 2006 to December 5, 2006. Upon your execution of a counterpart of this letter, the maturity date shall be so amended.

The Agreement, as modified and amended hereby, shall be and remain in full force and effect in accordance with its respect