SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 20)

SonomaWest Holdings, Inc.

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

835637109

(CUSIP Number)

Craig R. Stapleton

President

Stapleton Acquisition Company

135 East Putnam Avenue

Greenwich, CT 06830

United States of America

(203) 622-1382

Copy to:

Ronald R. Levine, II, Esq.

Davis Graham & Stubbs LLP

1550 17th Street, Suite 500

Denver, CO 80202

(303) 892-7514

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 18, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

CUSIP No. 835637109 Schedule 13D Page 2 of 23

1	NAMES OF REPORTING PERSONS Craig R. Stapleton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) x*
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 263,687
	8	SHARED VOTING POWER 448,636(1)
	9	SOLE DISPOSITIVE POWER 263,687
	10	SHARED DISPOSITIVE POWER 355,065

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 712,323 (1)(2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.9%
14	TYPE OF REPORTING PERSON (See Instructions) IN

* See “Explanatory Note to Cover Pages” following the cover pages to this Statement.

(1) Includes 93,571 shares of Common Stock (as defined below) of the Company over which SAC (as defined below) has shared voting power with Leeward Capital, L.P. and Leeward Investments, LLC, pursuant to and to the extent provided in that certain Acquisition Support Agreement as further described in Item 6 herein. Mr. Craig R. Stapleton is the sole director and shareholder of SAC.

CUSIP No. 835637109 Schedule 13D Page 3 of 23

(2) Includes 263,687 shares beneficially owned directly by Mr. Stapleton and 355,065 shares held by the other persons who are filing this joint Schedule 13D and with whom Mr. Stapleton shares voting and dispositive powers.

CUSIP No. 835637109 Schedule 13D Page 4 of 23

1	NAMES OF REPORTING PERSONS Dorothy W. Stapleton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) x*
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER 112,958
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER 112,958

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 112,958
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0%
14	TYPE OF REPORTING PERSON (See Instructions) IN

* See “Explanatory Note to Cover Pages” following the cover pages to this Statement.

CUSIP No. 835637109 Schedule 13D Page 5 of 23

1	NAMES OF REPORTING PERSONS Walker R. Stapleton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) x*
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF/OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER 127,410
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER 127,410

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 127,410
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2%
14	TYPE OF REPORTING PERSON (See Instructions) IN

* See “Explanatory Note to Cover Pages” following the cover pages to this Statement.

CUSIP No. 835637109 Schedule 13D Page 6 of 23

1	NAMES OF REPORTING PERSONS Wendy S. Reyes, Trustee, Separate Property Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) x*
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF/OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER      98,298
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER     98,298

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 98,298
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9%
14	TYPE OF REPORTING PERSON (See Instructions) IN

* See “Explanatory Note to Cover Pages” following the cover pages to this Statement.

CUSIP No. 835637109 Schedule 13D Page 7 of 23

1	NAMES OF REPORTING PERSONS           Benjamin F. Stapleton IV
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) x*
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER 2,766
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER 2,766

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,766
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON (See Instructions) IN

* See “Explanatory Note to Cover Pages” following the cover pages to this Statement.

CUSIP No. 835637109 Schedule 13D Page 8 of 23

1	NAMES OF REPORTING PERSONS Trust FBO Benjamin F. Stapleton IV
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) x*
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Colorado

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER 1,033
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER 1,033

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,033
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON (See Instructions) OO

* See “Explanatory Note to Cover Pages” following the cover pages to this Statement.

CUSIP No. 835637109 Schedule 13D Page 9 of 23

1	NAMES OF REPORTING PERSONS Sarah F. Stapleton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) x*
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER 2,766
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER 2,766

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,766
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON (See Instructions) IN

* See “Explanatory Note to Cover Pages” following the cover pages to this Statement.

CUSIP No. 835637109 Schedule 13D Page 10 of 23

1	NAMES OF REPORTING PERSONS Trust FBO Sarah F. Stapleton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) x*
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Colorado

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER 1,033
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER 1,033

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,033
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON (See Instructions) OO

* See “Explanatory Note to Cover Pages” following the cover pages to this Statement.

CUSIP No. 835637109 Schedule 13D Page 11 of 23

1	NAMES OF REPORTING PERSONS Trust FBO Katharine H. Stapleton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a)  x (b)  x*
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Colorado

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER 861
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER 861

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 861
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON (See Instructions) OO

* See “Explanatory Note to Cover Pages” following the cover pages to this Statement.

CUSIP No. 835637109 Schedule 13D Page 12 of 23

1	NAMES OF REPORTING PERSONS Katharine H. Stapleton, Custodian for Karina Stapleton, UGMA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) x*
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER 1,868
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER 1,868

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,868
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON (See Instructions) IN

* See “Explanatory Note to Cover Pages” following the cover pages to this Statement.

CUSIP No. 835637109 Schedule 13D Page 13 of 23

1	NAMES OF REPORTING PERSONS Charles T. Schulze
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) x*
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER 5,749
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER 5,749

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,749
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%
14	TYPE OF REPORTING PERSON (See Instructions) IN

* See “Explanatory Note to Cover Pages” following the cover pages to this Statement.

CUSIP No. 835637109 Schedule 13D Page 14 of 23

1	NAMES OF REPORTING PERSONS Peter B. Schulze, Custodian for Isaiah Schulze, UGMA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) x*
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER 323
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER 323

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 323
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON (See Instructions) IN

* See “Explanatory Note to Cover Pages” following the cover pages to this Statement.

CUSIP No. 835637109 Schedule 13D Page 15 of 23

1	NAMES OF REPORTING PERSONS            Stapleton Acquisition Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) x (b) x*
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) BK/AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
	8	SHARED VOTING POWER 695,924 (1)(2)
	9	SOLE DISPOSITIVE POWER
	10	SHARED DISPOSITIVE POWER 602,353 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 695,924 (1)(2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.6%
14	TYPE OF REPORTING PERSON (See Instructions) CO

*  See “Explanatory Note to Cover Pages” following the cover pages to this Statement.

(1) Includes shares beneficially owned by Stapleton Acquisition Company (“SAC”) pursuant to those certain Contribution and Subscription Agreements entered into by and between SAC and each of Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, as Trustee for Separate Property Trust, on February 18, 2011, pursuant to which each of the foregoing have agreed to contribute his or her shares of Common Stock to SAC. Mr. Craig Stapleton is the sole director and shareholder of SAC.

CUSIP No. 835637109 Schedule 13D Page 16 of 23

(2) Also includes 93,571 shares of Common Stock of the Company over which SAC has shared voting power with Leeward Capital, L.P. and Leeward Investments, LLC, pursuant to and to the extent provided in that certain Acquisition Support Agreement as further described in Item 6 herein.

EXPLANATORY NOTE TO COVER PAGES

In the foregoing cover pages to this Statement, the box in row 2(b) is checked to denote that the Filing Persons (as defined in Item 2 of this Statement) may be deemed to constitute a “group” for purposes of Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended, with the Leeward Parties (as defined in Item 2 of this Statement) by reason of that certain Acquisition Support Agreement reported in Item 6 of this Statement but that the Filing Persons disclaim beneficial ownership of any of the shares of Common Stockbeneficially owned by the Leeward Parties.

CUSIP No. 835637109 Schedule 13D Page 17 of 23

This Statement amends the Schedule 13D previously filed by the Filing Persons (as defined below), other than Stapleton Acquisition Company (“SAC”), as previously amended from time to time.

Item 1.                 Security and Issuer

The title of the class of equity securities to which this statement relates is common stock, par value $0.0001 per share (the “Common Stock”), of SonomaWest Holdings, Inc. (“Issuer”), whose principal executive offices are located at 2064 Highway 116 North, Sebastopol, CA 95472.

Item 2.                 Identity and Background

Item 2 of the Schedule 13D is amended as follows:

The individuals and entities listed below (being herein collectively referred to as the “Filing Persons”), other than SAC, have previously filed the Schedule 13D to which this Statement relates and amends.  Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton, Wendy S. Reyes, Trustee of Separate Property Trust, and SAC (collectively, the “Acquisition Group”) have agreed to act together in connection with the transaction described in Item 4 of this Statement.  The Filing Persons, other than the members of the Acquisition Group, are not parties to the transactions described in Item 4 of this Statement and have no agreements, arrangements or understandings with any member of the Acquisition Group with respect to those transactions.

By reason of that certain Acquisition Support Agreement reported in Item 6 of this Statement (which is incorporated by reference in response to this Item) the Filing Persons may be deemed to constitute a “group” for purposes of Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with Leeward Capital, L.P., a California limited partnership (“Leeward Capital”), Leeward Investments, LLC, a California limited liability company (“Leeward Investments” and collectively with Leeward Capital, “Leeward”), which is the general partner of Leeward Capital, and Mr. Kent M. Rowett (“Mr. Rowett”), who is the Manager of Leeward Investments (collectively with Leeward, the “Leeward Parties”), who have reported on a Schedule 13D, as amended (the “Leeward 13D”), that they beneficially own 93,571 shares of Common Stock (constituting approximately 7.5% of the number of outstanding shares of Common Stock as of February 10, 2011).  Information about the identities of, and relationships among, the foregoing persons is set forth in the Leeward 13D and the Filing Persons assume no responsibility for such information or any information provided in future filings with the Securities and Exchange Commission (the “SEC”) made by or on behalf of any of the Leeward Parties with respect to any of them.  To the extent that the Filing Persons and the Leeward Parties may be deemed to constitute a “group,” this Statement and any future amendments to this Statement constitute solely the filings of the Filing Persons for purposes of Rule 13d-1(k) promulgated pursuant to the Exchange Act and the Filing Persons assume no responsibility for the completeness or accuracy of the information concerning the Leeward Parties contained in this Statement or any future amendment to this Statement.  The Filing Persons disclaim beneficial ownership of any of the shares of Common Stockbeneficially owned by the Leeward Parties.

Listed below is the name, business or residence address and present principal occupation of each natural person who is a Filing Person, together with the name, principal business and address of any corporation or other organization in which such employment is conducted, as well as the name, state of organization, principal business and address of principal office of each entity which is a Filing Person. Each natural person listed below is a U.S. citizen.

CUSIP No. 835637109 Schedule 13D Page 18 of 23

Name	Residence or Business Address	Principal Occupation (or Business) and Related Information	State of Organization
Craig R. Stapleton	P.O. Box 1576 135 East Putnam Avenue Greenwich, CT 06830	President and Chief Executive Officer of the Issuer	N/A
Dorothy W. Stapleton	P.O. Box 1576 135 East Putnam Avenue Greenwich, CT 06830	Homemaker	N/A
Walker R. Stapleton	4643 S. Ulster St., 8th Floor Denver, CO  80237	Colorado State Treasurer	N/A
Wendy S. Reyes, Trustee Separate Property Trust	P.O. Box 1576 135 East Putnam Avenue Greenwich, CT 06830	Trust for the Benefit of the Individual	California
Benjamin F. Stapleton IV	925 Park Avenue, Apt. 13 D New York, NY 10028	Research Associate Graywolf Capital	N/A
Trust FBO Benjamin F. Stapleton IV	P.O. Box 1576 135 East Putnam Avenue Greenwich, CT 06830	Trust for the Benefit of the Individual	Colorado
Sarah F. Stapleton	925 Park Avenue, Apt. 13 D New York, NY 10028	Student	N/A
Trust FBO Sarah F. Stapleton	P.O. Box 1576 135 East Putnam Avenue Greenwich, CT 06830	Trust for the Benefit of the Individual	Colorado
Trust FBO Katharine H. Stapleton	P.O. Box 1576 135 East Putnam Avenue Greenwich, CT 06830	Trust for the Benefit of the Individual	Colorado
Katharine H. Stapleton, Custodian for Karina Stapleton, UGMA	P.O. Box 1576 135 East Putnam Avenue Greenwich, CT 06830	Homemaker	N/A
Charles T. Schulze	P.O. Box 1513 135 East Putnam Avenue Greenwich, CT 06830	Private Business	N/A
Peter B. Schulze, Custodian for Isaiah Schulze, UGMA	P.O. Box 1513 135 East Putnam Avenue Greenwich, CT 06830	Private Business	N/A
Stapleton Acquisition Company	4643 S. Ulster Street, 8th Floor Denver, CO  80237	Holding Company	DE

Mr. Craig R. Stapleton is the sole director and shareholder of SAC.

During the past five years, no Filing Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

CUSIP No. 835637109 Schedule 13D Page 19 of 23

Item 3.                  Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended as follows:

In order to finance the tender offer and related transactions described in Item 4 below (which Item 4 is incorporated herein by reference), the Acquisition Group estimates that the amount of funds necessary to consummate the transactions would be approximately $5.8 million, excluding expenses. The financing for such amount is expected to be provided pursuant to a credit agreement between Wachovia Bank, a division of Wells Fargo Bank, N.A. (“Wachovia”), and Craig R. Stapleton, the proceeds of which are expected to be loaned to SAC by Mr. Stapleton.

Item 4.                  Purpose of Transaction

Item 4 of the Schedule 13D is amended as follows:

On February 18, 2011, Craig R. Stapleton, on behalf of the Acquisition Group, sent to the Board of Directors of the Issuer a letter (the “Proposal Letter”) which indicates that SAC intends to initiate a tender offer within 4 - 6 weeks to purchase all of the outstanding shares of Common Stock not owned by members of the Acquisition Group for $8.90 in cash per share.  The completion of the tender offer will be conditioned upon, among other things, the tender of a majority of the shares of Common Stock not beneficially owned by the Filing Persons, and ownership by SAC, upon consummation of the offer, of at least 90% of the outstanding shares of Common Stock.  A copy of the Proposal Letter is attached hereto as Exhibit 17, which is incorporated herein by reference.  The description herein of the proposal and the matters contemplated thereby is qualified in its entirety by reference to the Proposal Letter.

SAC expects to receive funding from Wachovia, through Craig R. Stapleton, to finance the proposed tender offer.  The tender offer will be conditioned upon the receipt of funds from Wachovia.

If, after the tender offer, SAC directly or indirectly owns at least 90% of the shares of Common Stock, it plans, in compliance with the applicable provisions of the Delaware General Corporation Law, to effect a “short-form” merger of the Issuer with SAC in which unaffiliated stockholders would receive the same per share consideration paid in the tender offer.

If the tender offer and merger are completed, the Common Stock would no longer be registered under Section 12 of the Exchange Act.

Except as set forth in this Item 4, no Filing Person has any present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.                  Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended as follows:

As of February 18, 2011, each Filing Person beneficially owned the following number of shares of Common Stock:

CUSIP No. 835637109 Schedule 13D Page 20 of 23

Name of Filing Person	Number of Shares Beneficially Owned			Percent of Outstanding
Craig R. Stapleton		712,323	(1)(2)		56.9	%
Dorothy W. Stapleton		112,958			9.0	%
Walker R. Stapleton		127,410			10.2	%
Wendy S. Reyes, Trustee Separate Property Trust		98,298			7.9	%
Benjamin F. Stapleton IV		2,766			0.2	%
Trust FBO Benjamin F. Stapleton IV		1,033			0.1	%
Sarah F. Stapleton		2,766			0.2	%
Trust FBO Sarah F. Stapleton		1,033			0.1	%
Trust FBO Katharine H. Stapleton		861			0.1	%
Katharine H. Stapleton, Custodian for Karina Stapleton, UGMA		1,868			0.2	%
Charles T. Schulze		5,749			0.5	%
Peter B. Schulze, Custodian for Isaiah Schulze, UGMA		323			0.1	%
Stapleton Acquisition Company		695,924	(2)(3)		55.6	%

(1)  Includes 263,687 shares beneficially owned directly by Mr. Stapleton and 355,065 shares held by the other Filing Persons and with whom Mr. Stapleton shares voting and dispositive powers.

(2) Includes 93,571 shares of Common Stock over which SAC has shared voting power with Leeward Capital, L.P. and Leeward Investments, LLC, pursuant to and to the extent provided in that certain Acquisition Support Agreement as further described in Item 6 below.

(3) Includes shares beneficially owned by SAC pursuant to those certain Contribution and Subscription Agreements entered into by and between SAC and each of Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, as Trustee for Separate Property Trust, on February 18, 2011, pursuant to which each of the foregoing has agreed to contribute his or her shares of Common Stock to SAC.

The percentages set forth above are based on a total of 1,251,367 shares of Common Stock outstanding as of February 10, 2011.  No transaction in shares of Common Stock by any of the Filing Persons has taken place in the sixty days preceding the date of filing of this Schedule 13D.

Dorothy W. Stapleton is the wife of Craig R. Stapleton.  Walker R. Stapleton and Wendy S. Reyes are their children.  Benjamin F. Stapleton IV and Sarah Stapleton are the nephew and niece, respectively, of Craig R. Stapleton.  Katharine H. Stapleton is the sister of Craig R. Stapleton.  Karina Stapleton is the daughter of Katharine Stapleton.

Charles T. Schulze and Peter B. Schulze are brothers.  Isaiah Schulze is the son of Peter B. Schulze.

Reference is made to the response to Item 2 of this Statement, which is incorporated by reference in response to this Item, with respect to the disclaimer by the Filing Persons of beneficial ownership of any of the shares of Common Stock beneficially owned by the Leeward Parties.

Item 6.                  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended as follows:

CUSIP No. 835637109 Schedule 13D Page 21 of 23

Each of Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes have agreed to contribute to SAC all of his or her shares of Common Stock in exchange for shares of SAC, pursuant to the terms and conditions set forth in a Contribution and Subscription Agreement, a form of which is attached hereto as Exhibit 18 and incorporated herein by reference.

SAC is party to that certain Acquisition Support Agreement, dated as of February 18, 2011 (the “Support Agreement”), with Leeward Capital and Leeward Investments, the beneficial owners of 93,571 shares of Common Stock (the “Leeward Shares”), or approximately 14.4% of the outstanding shares of Common Stock not owned by the Acquisition Group. Under the Support Agreement, SAC has agreed to propose a transaction, subject to the satisfaction of certain conditions, to the board of directors of the Issuer to acquire all of the outstanding shares of Common Stock not owned by SAC or its affiliates at a price of $8.90 in cash per share (the “Acquisition Price”), and Leeward has agreed to (i) if the transaction is structured as a tender offer, tender the Leeward Shares into the offer in exchange for consideration of not less than the Acquisition Price, (ii) support any Alternative SAC Acquisition Proposal (as defined in the Support Agreement) if the transaction is structured other than as a tender offer, and (iii) take such other actions as described in the Support Agreement.  As part of its obligation to support an Alternative SAC Acquisition Proposal, Leeward has agreed to vote the Leeward Shares, and has granted an irrevocable proxy to SAC to vote the Leeward Shares, in favor of any Alternative SAC Acquisition Proposal and against any proposed acquisition of the Issuer by a third party.  SAC has agreed that if any proposal is submitted to the stockholders of the Issuer for their vote or consent and Leeward has an obligation to vote or consent either for or against such proposal in accordance with the Support Agreement, SAC shall, and shall cause its affiliates to, similarly vote or consent for or against (as the case may be) such proposal all shares of Common Stock beneficially owned by them and entitled to vote or consent with respect to such proposal.

The Support Agreement will terminate on May 31, 2011 if the tender offer has not been commenced or if no definitive agreement relating to an Alternative SAC Acquisition Proposal has been entered into by May 31, 2011.  If the tender offer has been commenced or if a definitive agreement relating to an Alternative SAC Acquisition Proposal has been entered on or prior to May 31, 2011, the Support Agreement will terminate on September 30, 2011.  The term of the Support Agreement may continue beyond September 30, 2011 if SAC or the Issuer is diligently responding to comments received from the Staff of the SEC relating to the tender offer or an Alternative SAC Acquisition Proposal, but in no event will the term of the Support Agreement continue beyond December 31, 2011.  The Support Agreement is generally terminable upon the parties’ mutual consent or upon a party’s material breach of the agreement.  The Support Agreement may also be terminated if the tender offer has been commenced and is subsequently terminated or expires without any shares of Common Stock having been accepted for payment, and SAC has confirmed to Leeward in writing that SAC does not intend to pursue an Alternative SAC Acquisition Proposal, or if a definitive agreement relating to an Alternative SAC Acquisition Proposal is terminated in accordance with its terms.

The foregoing description of the Support Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the complete text of the Support Agreement, a copy of which is attached hereto as Exhibit 19 and the terms of which are incorporated by reference herein. There can be no assurance that the transactions contemplated by the Support Agreement will be consummated.

Except as otherwise described in this Schedule 13D, none of the Filing Persons is a party to any contract, arrangement, understanding or relationship among themselves or with any other person with respect to shares of Common Stock, including but not limited to transfer or voting of any of the shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

CUSIP No. 835637109 Schedule 13D Page 22 of 23

Item 7.                  Material to be Filed as Exhibits

Exhibit 17 Letter to the Board of Directors of the Issuer dated February 18, 2011

Exhibit 18 Form of Contribution and Subscription Agreement, dated February 18, 2011, by and between each of the members of the Acquisition Group and SAC

Exhibit 19 Acquisition Support Agreement, dated February 18, 2011, by and among SAC, Leeward Capital and Leeward Investments

CUSIP No. 835637109 Schedule 13D Page 23 of 23

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 18, 2011

/s/ Craig R. Stapleton

(Signature)

Craig R. Stapleton, individually and as attorney-

in-fact for the other Filing Persons

President

(Name/Title)

EX-17

Exhibit 17

February 18, 2011

Board of Directors

SonomaWest Holdings, Inc.

2064 Highway 116 North

Sebastopol, California

Gentlemen:

I am pleased to inform you that Stapleton Acquisition Company (“SAC”), an entity owned by me and certain other members of the Stapleton family (collectively, the “Stapleton Group”), intends to commence a tender offer for all of the outstanding shares of common stock of SonomaWest Holdings, Inc. (the “Company”) not owned by the Stapleton Group at a purchase price of $8.90 per share in cash. This represents a premium of approximately 37% over the most recent closing price on February 14, 2011.

The tender offer will be conditioned upon, among other things, the tender of a majority of the shares of the Company not owned by the Stapleton Group (i.e., a “majority of the minority”) and ownership by SAC of at least 90% of the outstanding shares of the Company upon consummation of the offer.  We expect that any common stock not acquired in the offer will be acquired in a subsequent “short form” merger at the same price per share offered in the tender offer, and that the short form merger will be effected promptly following the consummation of the offer. In order to finance the transaction, SAC expects to receive funding from Wachovia Bank, a division of Wells Fargo Bank, N.A. (“Wachovia”), through Craig R. Stapleton.  The tender offer will be conditioned upon the receipt of funds from Wachovia.

We believe that SAC’s offer will represent a unique opportunity for the Company’s stockholders to realize the value of their shares at a significant premium to the Company’s current and recent stock price.  We believe that the opportunity for the Company’s stockholders to monetize the value of their shares in the offer will be particularly attractive in view of the extremely limited trading market that now exists for the shares.

SAC’s offer will have the support of Leeward Capital, L.P. and Leeward Investments, LLC (collectively, “Leeward”), the beneficial owners of approximately 14.4% of the outstanding shares of the Company’s common stock not owned by the Stapleton Group.  Leeward has agreed, subject to the commencement of the tender offer and certain other terms and conditions, to tender all of the shares of the Company’s common stock owned by it into the tender offer.

Please note that neither SAC nor any member of the Stapleton Group is presently interested in selling its shares of the Company nor in approving a sale of the Company’s assets.

We intend to commence our tender offer within 4 - 6 weeks.  We expect that the Company’s board of directors will form a special committee consisting of independent directors to consider our proposal and to make a recommendation to the Company’s stockholders with respect to the offer as required by Rule 14e-2 under the Securities Exchange Act of 1934, as amended.  In addition, we expect that the special committee will, at its discretion, retain its own legal and financial advisors to assist in its review of the offer and the development of its recommendation.  We believe that, by proceeding with a tender offer, the Company’s stockholders will be able to receive payment for their shares earlier than would be the case if we sought to negotiate a merger agreement.

Very truly yours,

/s/ Craig R. Stapleton

EX-18

Exhibit 18

CONTRIBUTION AND SUBSCRIPTION AGREEMENT

This Contribution and Subscription Agreement (this “Agreement”) is made effective as of February 18, 2011, by and between [the undersigned/Stapleton Family Member] (“Subscriber”) and Stapleton Acquisition Company, a Delaware corporation (the “Company”).

RECITALS

A.           Subscriberowns __________ shares of common stock of SonomaWest Holdings, Inc., a Delaware corporation (“SWHI”), which represents ___ % of the outstanding common stock of SWHI (the “Stock”).

B.           Subscriber desires to contribute, assign, transfer and convey [his/her] Stock to the Company as a capital contribution in the Company in exchange for shares of common stock of the Company, in accordance with the terms and conditions set forth in this Agreement.

The parties agree as follows:

AGREEMENT

1.           Contribution and Subscription.  Subject to the terms and conditions set forth in this Agreement, Subscriber desires to make a capital contribution in the Company by contributing, assigning, transferring and conveying [his/her] Stock in exchange for ___ shares of common stock, no par value, of the Company, which represents a ___% ownership interest in the Company (the “SAC Stock”).  Such contribution of Stock will occur simultaneously with the closing of the contemplated tender offer (the “Tender Offer”).

2.           Acceptance; Issuance.  The Company, in consideration of and in reliance on the agreements of the Subscriber and after receipt of the Stock, accepts the contribution of the Subscriber and agrees to issue the SAC Stock to the Subscriber.

3.           Covenant.  Until the earlier of the closing of the Tender Offer or the first anniversary of the date of this Agreement, Subscriber agrees that he will not sell his Stock without the prior written consent of the Company.

4.           Further Assurances.  The undersigned agrees to take such other action and shall execute such additional instruments and documents as may be reasonably necessary or advisable to carry out the purposes and intent of this Agreement.

5.           Successors.  The provisions of this Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns.

6.           Counterparts.  This Agreement may be executed in counterparts, both of which when taken together shall be deemed one original.

7.           Entire Agreement; Modification.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement, and neither this Agreement nor any of the provisions of this Agreement shall be waived, changed, discharged or terminated except by an instrument in writing signed by the parties.

8.           Applicable Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the parties have executed this Contribution and Subscription Agreement as of the date first written above.

STAPLETON ACQUISITION COMPANY

By: 

Name: 

Title:

[Name]

EX-19

Exhibit 19

ACQUISITION SUPPORT AGREEMENT

ACQUISITION SUPPORT AGREEMENT, dated as of February 18, 2011 (this “Agreement”), by and among Stapleton Acquisition Company, a Delaware corporation (“SAC”), Leeward Capital, L.P., a California limited partnership (the “Leeward Capital”), and Leeward Investments, LLC, a California limited liability company and the general partner of Leeward Capital (“Leeward Investments” and together with Leeward Capital, the “Leeward Parties”).  Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 5(l) hereof.

A.           SAC is willing, subject to certain conditions, to propose a transaction (the “Acquisition”) to the board of directors (the “Board”) of SonomaWest Holdings, Inc., a Delaware corporation (the “Company”), in which it would acquire all of the outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), not owned by SAC or its Affiliates, in exchange for $8.90 in cash for each share of Common Stock (the “Acquisition Price”).  SAC is presently contemplating that the Acquisition will be structured as a tender offer to acquire all of the outstanding shares of Common Stock not owned by SAC or its Affiliates in exchange for per share cash consideration of not less than the Acquisition Price (the “Offer”), followed, if after the closing of the Offer SAC directly or indirectly owns at least 90% but less than 100% of the outstanding shares of Common Stock, by a “short-form” merger of the Company with SAC or one of its Affiliates in which holders of shares of Common Stock that did not participate in the Offer would receive the same per share consideration paid in the Offer.

B.           As of the date of this Agreement, the Leeward Parties are the beneficial owners of 93,571 shares of Common Stock (together with any shares of Common Stock acquired by the Leeward Parties or any of their Affiliates after the execution of this Agreement, whether upon the exercise of options, conversion of convertible securities or otherwise, the “Leeward Shares”).

C.           As a condition to SAC’s willingness to proceed with proposing the Acquisition to the Board and in consideration of the time and legal and other expenses necessary to submit the proposal to the Board in good faith and in compliance with Applicable Law, SAC requires that the Leeward Parties agree, and pursuant to the terms and conditions of this Agreement the Leeward Parties agree, to (i) tender in the Offer (and not withdraw) all of the Leeward Shares (whether acquired prior to or after the execution of this Agreement) if the Acquisition is effectuated through the Offer, (ii) support, to the extent provided in this Agreement, any Alternative SAC Acquisition Proposal through which the Acquisition is effectuated if the Acquisition is not effectuated through the Offer and (iii) take the other actions described in this Agreement.

In consideration of the premises and for other good and valuable consideration given to each party, the receipt of which is hereby acknowledged, and intending to be legally bound, the parties agree as follows:

1.           Agreements to Propose Acquisition and to Tender; Support of Alternative SAC Acquisition Proposal.

(a)           Agreement to Propose Acquisition.  Subject to the terms of this Agreement, SAC agrees that prior to 5:00 p.m. New York City time on the first Business Day following the date of this Agreement, SAC shall deliver a letter to the Board of the Company indicating its intent to pursue an Acquisition and describing the terms of the proposed Acquisition, which shall include per share cash consideration of not less than the Acquisition Price, and such other terms and conditions as are not inconsistent with this Agreement.  If the Acquisition is to be effectuated through the Offer, SAC may condition the consummation of the Offer and the acceptance of the tendered shares of Common Stock on, along with other customary conditions, the participation of the holders of a designated minimum percentage of the outstanding shares of Common Stock not owned by SAC or any of its Affiliates.

(b)           Agreement to Tender and not Withdraw.  If the Acquisition is effectuated through the Offer, subject to the terms of this Agreement, the Leeward Parties agree that as promptly as practicable after the commencement of the Offer, and in any event no later than the tenth Business Day following the commencement of the Offer, the Leeward Parties shall tender into the Offer all of the Leeward Shares in accordance with the terms of the definitive Offer documents, free and clear of all Liens.  If the Leeward Parties acquire any Leeward Shares after making such tender (or any subsequent tender), the Leeward Parties shall tender into the Offer such Leeward Shares on the date that the Leeward Parties acquire such Leeward Shares.  The Leeward Parties agree that once Leeward Shares are tendered into the Offer, the Leeward Parties shall not withdraw the tender of such Leeward Shares unless the Offer shall have been terminated or shall have expired without any shares of Common Stock having been accepted for payment, in each case, in accordance with the terms of the definitive Offer documents.

(c)           Support of Alternative SAC Acquisition Proposal.  To the extent that the Acquisition is not effectuated through the Offer but through an Alternative SAC Acquisition Proposal, the Leeward Parties agree to vote or provide a written consent in respect of all of the Leeward Shares in connection with any meeting of the stockholders of the Company (and at every adjournment or postponement thereof) duly called and sought for the purpose of approving any Alternative SAC Acquisition Proposal, or any action by written consent in lieu of a meeting of stockholders of the Company duly requested in respect of any Alternative SAC Acquisition Proposal, in favor of the adoption of all applicable SAC Acquisition Agreements, the approval of the Alternative SAC Acquisition Proposal and the other transactions contemplated by the SAC Acquisition Agreements and the approval of any other matter that is required to be approved by the stockholders of the Company in order to effect the transactions contemplated by the SAC Acquisition Agreements.  To the extent that the Acquisition is not effectuated through the Offer, the Leeward Parties agree to vote or provide a written consent in respect of all of the Leeward Shares in connection with any meeting of the stockholders of the Company (and at every adjournment or postponement thereof) duly called and sought for the purpose of approving any of the matters described in the following clauses (i) through (iii), or any action by written consent in lieu of a meeting of stockholders of the Company duly requested in respect of any of the matters described in the following clauses (i) through (iii), against (i) any proposal seeking approval of any agreement or arrangement constituting or related to any Third Party Acquisition Proposal, (ii) any proposal seeking approval of any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of the Company except in furtherance of an Alternative SAC Acquisition Proposal and (iii) any proposal seeking approval of any other action, proposal or agreement that would (A) result in any of the conditions to the Offer not being fulfilled or satisfied or (B) reasonably be expected to interfere with or delay the consummation of the Offer or any Alternative SAC Acquisition Proposal or the other transactions contemplated by any related SAC Acquisition Agreement.  The Leeward Parties shall execute any documents which are necessary or appropriate in order to effectuate the foregoing.  The Leeward Parties shall retain at all times the right to vote the Leeward Shares in their sole discretion and without any other limitation on those matters other than those set forth in this Section 1(c) that are at any time or from time to time presented for consideration to the Company’s stockholders generally.  In the event that any meeting of the stockholders of the Company is held and if the Acquisition is not effectuated through the Offer, the Leeward Parties shall appear at such meeting or otherwise cause the Leeward Shares to be counted as present thereat for purposes of establishing a quorum.

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(d)           Grant of Proxy.  In furtherance of the foregoing, the Leeward Parties hereby irrevocably grant to, and appoint, until the termination of this Agreement, SAC and any person or persons designated in writing by SAC, and each of them individually, as the Leeward Parties’ proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Leeward Parties, to vote all of the Leeward Shares, or grant a written consent in respect of the Leeward Shares, or execute and deliver a proxy to vote or grant a written consent in respect of the Leeward Shares, on the matters and in the manner specified in Section 1(c) of this Agreement (but not on any other matters, other than motions to adjourn and other matters incident to the conduct of any meeting of stockholders that are in furtherance of the actions specified in Section 1(c)).  The Leeward Parties hereby further affirm that the irrevocable proxy granted in this Section 1(d) is coupled with an interest and may under no circumstances be revoked.  Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law until the termination of this Agreement in accordance with its terms.

(e)           No Obligation to Pursue or Effectuate an Acquisition.  The Leeward Parties expressly acknowledge and agree that except for the obligation to propose an Acquisition to the Board under Section 1(a), none of SAC or any of its Affiliates is under any obligation to pursue or effectuate an Acquisition, including the Offer or any Alternative SAC Acquisition Proposal, or to enter into any SAC Acquisition Agreement, and that this Agreement does not give rise to any such obligation.

2.           Representations and Warranties of the Leeward Parties.  The Leeward Parties hereby jointly and severally represent and warrant to SAC as follows:

(a)           Power; Due Authorization; Binding Agreement.  The Leeward Parties have full legal capacity, power and authority to execute and deliver this Agreement, to perform their obligations under this Agreement, and to consummate the transactions contemplated by this Agreement.  This Agreement has been duly and validly executed and delivered by the Leeward Parties and, except for withdrawal rights that may be required by U.S. federal securities laws, constitutes a valid and binding agreement of the Leeward Parties, enforceable against the Leeward Parties in accordance with its terms.

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(b)           Ownership of Leeward Shares.  On the date of this Agreement, the Leeward Shares are owned beneficially by the Leeward Parties and include all of the Leeward Shares owned beneficially by the Leeward Parties or any of their Affiliates, free and clear of any Liens that would prevent the Leeward Parties from tendering its shares in accordance with this Agreement or complying with its other obligations under this Agreement.  Subject to the provisions of Section 1(d) hereof, as of the date of this Agreement, the Leeward Parties have, and, if the Acquisition is effectuated through the Offer, as of immediately prior to the expiration of the Offer, the Leeward Parties will have sole dispositive power with respect to the Leeward Shares and will be entitled to dispose of the Leeward Shares.  Subject to the provisions of Section 1(d) hereof, as of the date of this Agreement, the Leeward Parties have, and, if the Acquisition is not effectuated through the Offer, as of the record date for, and as of immediately prior to the start of, any meeting of the stockholders of the Company (and at every adjournment or postponement thereof) duly called and sought for the purpose of approving an Alternative SAC Acquisition Proposal, the Leeward Parties will have sole voting power with respect to the Leeward Shares and will be able to vote the Leeward Shares in favor of such Alternative SAC Acquisition Proposal.

(c)           No Conflicts.  The execution and delivery of this Agreement by the Leeward Parties does not, and the performance of the terms of this Agreement by the Leeward Parties will not, (i) require the Leeward Parties to obtain the consent or approval of, or make any filing with or notification to, any Governmental Authority (other than any required filing under the U.S. federal securities laws), (ii) require the consent or approval of any other Person pursuant to any agreement, obligation or instrument binding on the Leeward Parties or its properties and assets, (iii) except for withdrawal rights that may be required by the U.S. federal securities laws, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Leeward Parties or pursuant to which any of its properties or assets are bound or (iv) violate any other agreement to which the Leeward Parties are a party, including any voting agreement, stockholders agreement, proxy or voting trust.  The Leeward Shares are not, with respect to the voting or transfer of such Leeward Shares, subject to any other agreement, including any voting agreement, stockholders agreement, proxy or voting trust.

(d)           Acknowledgment.  The Leeward Parties understand and acknowledge that SAC is proposing the Acquisition in reliance upon, and that if SAC subsequently commences the Offer or pursues an Alternative SAC Acquisition Proposal, it will do so in reliance upon, the Leeward Parties’ execution, delivery and performance of this Agreement.

3.           Representations and Warranties of SAC.  SAC hereby represents and warrants to the Leeward Parties as follows:

(a)           Power; Due Authorization; Binding Agreement.  SAC is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.  SAC has full corporate power and authority to execute and deliver this Agreement, and, subject to fulfillment of the conditions set forth in this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated by this Agreement.  This Agreement has been duly and validly executed and delivered by SAC and constitutes a valid and binding agreement of SAC.

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(b)           Ownership of Common Stock.  On the date of this Agreement, SAC and its Affiliates beneficially own 602,353 shares of the Common Stock (excluding the Leeward Shares).

(c)           No Conflicts.  The execution and delivery of this Agreement by SAC does not, and the performance of the terms of this Agreement by SAC will not, (i) require SAC to obtain the consent or approval of, or make any filing with or notification to, any Governmental Authority (other than any required filing under the U.S. federal securities laws), (ii) require the consent or approval of any other Person pursuant to any agreement, obligation or instrument binding on SAC or its properties and assets, (iii) except as may otherwise be required by the U.S. federal securities laws, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to SAC or pursuant to which any of its assets are bound or (iv) violate any other agreement to which SAC is a party.

(d)           Acknowledgment.  SAC understands and acknowledges that the Leeward Parties are entering into this Agreement in reliance upon SAC’s execution, delivery and performance of this Agreement.

4.           Certain Covenants.

(a)           Restriction on Transfer.  From the date of this Agreement and until the termination of this Agreement in accordance with its terms, except any action contemplated by Section 1, the Leeward Parties shall not, directly or indirectly (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of the Leeward Shares (any such action, a “Transfer”); provided that nothing in this Agreement shall prohibit the exercise by the Leeward Parties of any options to purchase Leeward Shares, or (ii), (A) grant any proxies or powers of attorney, deposit any Leeward Shares into a voting trust or enter into a voting agreement with respect to any Leeward Shares or (B) commit or agree to take any of the foregoing actions.

(b)           Restriction on Certain Actions.  From the date of this Agreement and until the termination of this Agreement in accordance with its terms, no party shall, directly or indirectly, (i) take any action that would cause any representation or warranty of such party contained in this Agreement to become untrue or incorrect or have the effect of preventing or disabling such party from performing its obligations under this Agreement or (ii) commit or agree to take any of the foregoing actions.

(c)           Additional Leeward Shares.  The Leeward Parties hereby agree, during the term of this Agreement, to promptly notify SAC of any new Leeward Shares acquired by the Leeward Parties or any of their Affiliates, if any, after the execution of this Agreement.  Any such shares shall be subject to the terms of this Agreement as though owned by the Leeward Parties on the date of this Agreement.

(d)           Dissenter’s Rights.  The Leeward Parties agree not to exercise, nor to cause the exercise of, any dissenter’s or appraisal right in respect of the Leeward Shares which may arise in connection with any Alternative SAC Acquisition Proposal.

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(e)           Disclosure Documents.  SAC, on the one hand, and the Leeward Parties, on the other hand, shall (i) consult with each other prior to issuing any press releases or otherwise making public announcements with respect to this Agreement or referring to the other party and prior to making any filings with any third party and/or any Governmental Authority with respect to this Agreement or referring to the other party (it being understood and agreed that (A) the foregoing shall also apply to such portions of non-public communications that are required to be subsequently filed with, or referred to in, any such filing with a third party or a Governmental Authority, and (B) once the parties have agreed upon and used a description of this Agreement in any such disclosure document, the parties need not consult with each other prior to using the same description in subsequent disclosure documents) and (ii) provide to the other party any information reasonably related to the foregoing that the other party may reasonably require for the preparation of any such disclosure documents, in each case except as prohibited by Applicable Law.  Each party is responsible for the material accuracy of the information regarding such party in any such disclosure document and agrees to notify the other party as promptly as practicable of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent such party becomes aware that any such information shall have become false or misleading in any material respect.

(f)           Further Assurances.  From time to time, at the request of SAC and without further consideration, the Leeward Parties shall execute and deliver such additional documents and take all such further action as may be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.

(g)           Voting of Shares by SAC and Its Affiliates.  If any proposal is submitted to the stockholders of the Company for their vote or consent and the Leeward Parties have an obligation to vote or consent either for or against such proposal in accordance with Section 1(c), SAC shall, and shall cause its Affiliates to, similarly vote or consent for or against (as the case may be) such proposal all shares of Common Stock beneficially owned by them and entitled to vote or consent with respect to such proposal.

5.           Miscellaneous.

(a)           Termination of this Agreement.

(i)           This Agreement shall terminate on May 31, 2011 if the Offer has not been commenced or if no SAC Acquisition Agreements have been entered into by 5:00 p.m., New York City time, on such date.  If the Offer has been commenced or if a SAC Acquisition Agreement has been entered into prior to 5:00 p.m., New York City time, on May 31, 2011, this Agreement shall terminate on September 30, 2011; provided, however, that if at September 30, 2011 SAC or the Company is diligently responding to comments received from the Staff of the Securities and Exchange Commission (the “SEC”) relating to the Offer or an Alternative SAC Acquisition Proposal, this Agreement shall terminate on the earlier of (A) the fortieth Business Day after SAC or the Company shall have made a filing with the SEC definitively responding to all such comments and (B) December 31, 2011.

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(ii)           In addition to, and without limiting, Section 5(a)(i), this Agreement may be terminated (A) by the mutual written consent of SAC and the Leeward Parties; (B) by SAC if there has been a breach in any material respect of any representation, warranty, covenant or agreement made by the Leeward Parties; (C) by the Leeward Parties if there has been a breach in any material respect of any representation, warranty, covenant or agreement made by SAC; (D) by either SAC, on the one hand, or the Leeward Parties, on the other hand, if the Offer has been commenced and is subsequently terminated or expires without any shares of Common Stock having been accepted for payment, and SAC has confirmed to the Leeward Parties in writing that SAC does not intend to pursue the Acquisition through an Alternative SAC Acquisition Proposal; or (E) by either SAC, on the one hand, or the Leeward Parties, on the other hand, if an SAC Acquisition Agreement previously entered into by SAC or one or more of its Affiliates is terminated in accordance with its terms.

(b)           Effect of Termination.  In the event of termination of this Agreement pursuant to Section 5(a), this Agreement shall become void and of no effect with no liability on the part of any party; provided, however, no such termination shall relieve any party from any liability for any breach of this Agreement occurring prior to such termination.

(c)           Entire Agreement; Amendments.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.  This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by each of the parties to this Agreement.

(d)           Notices.  All notices, requests and other communications to any party shall be in writing and shall be deemed given if delivered personally, facsimiled (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses:

If to SAC, to:

Stapleton Acquisition Company

135 East Putnam Avenue

Greenwich, CT 06830

Attention:         Craig R. Stapleton

Facsimile:         (720) 228-4133

with a copy (which shall not constitute notice) to:

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Davis Graham & Stubbs LLP

1550 Seventeenth Street, Suite 500

Denver, Colorado 80202

Attention:        Ronald R. Levine, Esq.

Facsimile:       (303) 893-1379

If to the Leeward Parties, to:

Leeward Investments, LLC

1010 Sir Francis Drake Blvd, Suite 202

Kentfield, California 94904

Attention:        Kent M. Rowett

Facsimile:       (888) 661-4978

with a copy (which shall not constitute notice) to:

DLA Piper LLP (US)

2000 University Avenue

East Palo Alto, California 94303

Attention:        Henry Lesser, Esq.

Facsimile:       (650) 687-1181

or such other address or facsimile number as such party may hereafter specify by like notice to the other parties.  All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient if received prior to 5:00 p.m., New York City time, and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

(e)           Governing Law.  This agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the Applicable Law that might otherwise govern under applicable principles of conflicts of laws.

(f)           Expenses.  All expenses incurred by SAC in connection with or related to the authorization, preparation or execution of this Agreement and the consummation of the transactions contemplated hereby, shall be borne solely and entirely by SAC, and all such expenses incurred by the Leeward Parties shall be borne solely and entirely by the Leeward Parties.

(g)           Jurisdiction.  All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware or, in the event that such court does not have subject matter jurisdiction over such action or proceeding, any federal court sitting in the State of Delaware, and the parties to this Agreement irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding.  The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties.  Each of the parties to this Agreement consents to service being made through the notice procedures set forth in Section 5(d) and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 5(d) shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated by this Agreement.

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(h)           Specific Performance.  The parties agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  Accordingly, the parties agree that, if for any reason a party to this Agreement shall have failed to perform its obligations under this Agreement, then the party seeking to enforce this Agreement against such nonperforming party under this Agreement shall be entitled to specific performance and injunctive and other equitable relief, and the parties further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which they are entitled at law or in equity.

(i)           WAIVER OF JURY TRIAL.  EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

(j)           No Assignment.  Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by any of the parties without the prior written consent of the other parties; provided that SAC may assign any of or all of its rights, interests and obligations under this Agreement to one or more Affiliates of SAC who agree to be bound by the terms of this Agreement.  Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.  Any purported assignment not permitted under this Section 5(j) shall be null and void.

(k)           Counterparts.  This Agreement may be executed in counterparts (including by facsimile or other electronic means) (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.  Copies of executed counterparts transmitted by facsimile, electronic mail or other electronic transmission shall be considered original executed counterparts for purposes of this Section 5(k).

(l)           Definitions.  For purposes of this Agreement, the term:

(i)           “Affiliate” means, with respect to any Person, a Person that directly or indirectly controls, is controlled by or is under common control with such Person, with control in such context meaning the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise; provided, however, that the limited partners and portfolio investees of the Leeward Parties shall not be considered “Affiliates” of the Leeward Parties for purposes of this Agreement.

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(ii)           “Alternative SAC Acquisition Proposal” means any proposed (A) merger of SAC or one of its Affiliates with the Company or (B) other business combination or similar transaction involving the direct or indirect acquisition by SAC or one or more of its Affiliates of all of the Equity Interest in the Company, in each case (x) in exchange for per share cash consideration of not less than the Acquisition Price and (y) other than a “short-form” merger of the Company with SAC or one of its Affiliates following the closing of the Offer.

(iii)           “Applicable Law” means any law, rule, regulation, directive, ordinance, code, governmental determination, guideline, order, treaty, convention, governmental certification requirement or other legally enforceable requirement of any Governmental Authority.

(iv)           “Business Day” means any day other than a Saturday, a Sunday, or a day on which banks are closed for business in New York, New York.

(v)           “Equity Interest” means any share, capital stock or similar interest in the Company, and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable thereto or therefor.

(vi)           “Governmental Authority” means any national government or the government of any state or other political subdivision, and departments, courts, commissions, boards, bureaus, ministries, agencies or other instrumentalities of any of them.

(vii)           “Liens” means, collectively, all liens, claims, interests, limitations or other restrictions.

(viii)           “Person” means any individual, corporation, partnership, limited liability company, trust, estate, Governmental Authority or any other entity.

(ix)           “SAC Acquisition Agreement(s)” means any definitive agreement setting forth the terms and conditions of an Alternative SAC Acquisition Proposal.

(x)           “Third Party Acquisition Proposal” means any offer or proposal (whether in writing or otherwise) concerning any (A) merger, consolidation, other business combination or similar transaction involving the Company, (B) sale, lease or other disposition directly or indirectly by merger, consolidation, business combination, share exchange, joint venture or otherwise, of assets of the Company representing 15% or more of the consolidated assets, revenues or net income of the Company, (C) issuance or sale or other disposition (including by way of merger, consolidation, business combination, share exchange, joint venture or similar transaction) by any Person of Equity Interests representing 15% or more of the voting power of the Company, (D) transaction in which any Person will acquire beneficial ownership or the right to acquire beneficial ownership or any group has been formed which beneficially owns or has the right to acquire beneficial ownership of, Equity Interests representing 15% or more of the voting power of the Company or (E) any combination of the foregoing (in each case, other than the Offer and any Alternative SAC Acquisition Proposal).

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(m)           Interpretation.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant to this Agreement unless otherwise defined therein.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.  Any statute defined or referred to in this Agreement or in any agreement or instrument that is referred to in this Agreement means such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.  References to a Person are also to its permitted successors and assigns.  References in this Agreement to “owns”, “ownership” and similar terms, used in connection with a party’s ownership of securities of the Company, include beneficial ownership.  The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(n)           Severability.  If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any Applicable Law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by Applicable Law in an acceptable manner to the end that the transactions contemplated by this Agreement are fulfilled to the extent possible.

[SIGNATURE PAGE FOLLOWS]

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The parties have caused this Agreement to be duly executed as of the day and year first above written.

STAPLETON ACQUISITION COMPANY
By:	/s/ Craig R. Stapleton
Name:	Craig R. Stapleton
Title:	President
LEEWARD CAPITAL, L.P.
By:	Leeward Investments, LLC
	General Partner
By:	/s/ Kent M. Rowett
Name:	Kent M. Rowett
Title:	Manager
LEEWARD INVESTMENTS, LLC
By:	/s/ Kent M. Rowett
Name:	Kent M. Rowett
Title:	Manager