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American Vantage closes acquisition

17 September 2007

LAS VEGAS, Nevada -- (PRESS RELEASE) -- American Vantage Companies ("AVCS" or the "Company") (AVCS.OB) today announced that, effective September 14, 2007, it closed the acquisition of Candidates on Demand Group, Inc. ("COD"), a national recruiting and temporary placement firm headquartered in New York City. The acquisition of COD includes COD Consulting Services, Inc. and DealSplit, Inc.

As previously announced, for calendar years 2006 and 2005, COD had audited revenues of $10.9 million and $7.8 million and EBITDA of $859,000 and $937,000, respectively. COD began operations in 2002 and employs a staff of approximately 150 people with regional offices in New York; North Palm Beach, Florida; Dallas, Texas; Melville, New York; Westchester County, New York; and Lyndhurst, New Jersey. Michael C. Woloshin, the sole shareholder of COD, will continue in his role as Chief Executive Officer and will be responsible for day-to-day operations. Andrew D. Walcott, CPA, Esq. will serve as COD's Chief Financial Officer and Eric S. Fishkind will continue as COD's Executive Vice President, as well as Manager of the North Palm Beach office.

COD's extended customer base includes Fortune 500 companies with operations in the IT, legal, accounting, financing and engineering disciplines. COD was recently ranked as one of the fastest growing recruiting firms in New York according to Crain's New York Business Magazine. COD's extended plans include increasing its existing recruiting staff, as well as potentially opening offices in Boston, Atlanta, Chicago, Los Angeles, Raleigh, Philadelphia and Phoenix.

In consideration of the acquisition of the COD business, the Company paid Mr. Woloshin $500,000 in cash, issued 500,000 shares of the Company's common stock and delivered a promissory note in the amount of $1.5 million. The Company will also issue to Mr. Woloshin up to an additional 2,500,000 shares of the Company's common stock and deliver to Mr. Woloshin a second contingent promissory note in the amount of $1.5 million. The additional shares of the Company's common stock and the $1.5 million contingent promissory note are contingent upon COD attaining certain 2007, 2008 and 2009 pretax income benchmarks increasing from $1,000,000 to $4,000,000.

Related to the acquisition the Company was required to provide a corporate guarantee on COD's existing lines of credit and notes with J.P. Morgan Chase in an amount up to $3.4 million. The current amount outstanding on these borrowings is approximately $800,000.

A seven-year voting agreement between Mr. Woloshin and AVCS provides that Mr. Woloshin will vote any and all Company common stock owned by him as directed by the Company's Board of Directors.

AVCS has also agreed to enter into a five-year employment agreement with Mr. Woloshin pursuant to which he will continue to serve as COD's Chief Executive Officer.

American Vantage Companies continues to pursue potential strategic acquisition and development strategies in industries that include gaming, lifestyle and recruiting and/or temporary placement. However, no assurance can be given that the Company will successfully acquire other businesses or, if acquired, that such businesses will prove to be profitable.

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American Vantage closes acquisition is republished from CasinoVendors.com.