EXECUTION COPY

                               SECURED NEGOTIABLE

                                 PROMISSORY NOTE

$1,076,704.00                                             DATE: FEBRUARY 3, 2004

                                                       MATURES: FEBRUARY 3, 2006

         FOR VALUE RECEIVED, American Vantage Media Corporation, a Nevada
corporation, as maker, having its principal offices at 4735 S. Durango Drive,
Suite 105, Las Vegas, Nevada 89147 (the "Payor"), hereby unconditionally
promises to pay to the order of Al Cattabiani, an individual whose address is 27
Summit Terrace, Dobbs Ferry, New York 10522 as payee, (the "Payee") at 27 Summit
Terrace, Dobbs Ferry, New York 10522 or at such other place as the holder hereof
may from time to time designate in writing, the principal sum of One Million
Seventy-Six Thousand Seven Hundred Four Dollars ($1,076,704.00) in lawful money
of the United States of America with interest thereon to be computed from the
date of this note (the "Note") at the Interest Rate (defined below) and in
accordance with the terms of this Note. This Note is executed and delivered
pursuant to the terms of a Stock Purchase Agreement dated February 3, 2004 (the
"Agreement") among the Payor, Wellspring Media, Inc., a Delaware corporation
(the "Guarantor"), Al Cattabiani ("Cattabiani"), Carl Seldin Koerner
("Koerner"), Lee Miller ("Miller") and Clara Spalter Miller ("Spalter Miller").
Capitalized terms used but not defined herein shall have the meanings set forth
in the Agreement.

1.     INTEREST. Interest on the unpaid principal balance due hereunder shall
       accrue at the rate of seven percent (7%) per annum. Interest shall be
       calculated on the basis of a 365 day year.

2.     PAYMENT TERMS. The Payor shall make to the Payee, at the address set
       forth above or as the Payee shall otherwise direct, equal quarterly
       payments of interest, each in the amount of $18,842.32 on May 3, 2004,
       August 3, 2004, November 3, 2004, February 3, 2005, May 3, 2005, August
       3, 2005, November 3, 2005 and February 3, 2006 (each, a "Payment Date").
       The entire principal balance and all accrued and unpaid interest thereon
       shall be due and payable on February 3, 2006 (the "Maturity Date").

3.     APPLICATION OF PAYMENTS. Payments under this Note shall be applied first
       to the payment of late fees and other costs and charges due in connection
       with this Note, as Payee determines in its sole discretion, then to the
       payment of accrued but unpaid interest, and then to reduction of the
       outstanding principal balance. All amounts due under this Note shall be
       payable without setoff, counterclaim or any other deduction whatsoever.

4.     GUARANTY AND SECURITY. The obligations of the Payor pursuant to this Note
       have been guaranteed by the Guarantor pursuant to the terms of a Guaranty
       Agreement of even date herewith (the "Guaranty"). The Note is secured
       pursuant to the terms of a Security Agreement (the "Security Agreement")
       given by the Guarantor to Miller, as agent for the Payee and other
       Sellers under the Agreement (the "Agent"), encumbering certain assets of


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       the Guarantor (the "Assets"), as more particularly described therein, and
       a Pledge Agreement (the "Pledge") of even date herewith given by the
       Payor to the Agent pursuant to which the Payor has pledged the stock of
       the Guarantor (the "Stock").

5.     PARI PASSU. The Note and each of the other Senior Secured Notes of even
       date herewith from the Payor to the Sellers rank and will rank pari passu
       in right of payment.

6.     DEFAULT AND ACCELERATION. The occurrence of any of the following shall
       constitute an event of default ("Event of Default") under this Note: (a)
       if any payment required in this Note is not paid (i) prior to the tenth
       (10th) day after a Payment Date; or (ii) on the Maturity Date; (b) on the
       occurrence of any default by the Payor or the Guarantor, after the
       expiration of any applicable notice and grace periods, hereunder or under
       the terms of the Agreement, the Security Agreement, the Guaranty or the
       Pledge; (c) any representation or warranty made or deemed made by the
       Payor or the Guarantor shall prove to have been incorrect in any
       substantial or material respect on or as of the date made or deemed made;
       (d) if Guarantor or Payor shall: admit in writing its inability to pay
       its debts generally as they become due; file a petition for relief under
       the bankruptcy laws or a petition to take advantage of any insolvency
       act; make an assignment for the benefit of creditors; commence a
       proceeding for the appointment of a receiver, trustee, liquidator or
       conservator of itself or the whole or any substantial part of its
       property; file a petition or answer seeking reorganization or arrangement
       or similar relief under the Federal Bankruptcy Laws or any other
       applicable law or statute of the United States or any State; or if
       Guarantor or Payor shall be adjudged bankrupt or insolvent, or a court of
       competent jurisdiction shall enter any order, judgment or decree
       appointing a receiver, trustee, liquidator or conservator of Guarantor or
       Payor or of the whole or any substantial part of the property of
       Guarantor or Payor or approves a petition filed against Guarantor or
       Payor seeking reorganization or similar relief under the Federal
       Bankruptcy Laws or any other applicable law or statute of the United
       States or any State; or; (e) if the Payor or the Guarantor shall cease
       doing business; (f) upon the declared default of any indebtedness of the
       Payor or the Guarantor by any lender; (g) if a court of competent
       jurisdiction determines that the Security Agreement or the Pledge ceases
       to create a valid first priority security interest, perfected, to the
       extent such interest is perfected by a financing statement, in and to the
       property subject to such agreement subject only to the security interest
       of the Atlantic Bank of New York pursuant to the Accounts Financing and
       Security Agreement and the Covenant Supplement to Accounts Financing
       Security Agreement, each dated August 1, 2003 between Atlantic Bank of
       New York and Payor (together, the "Atlantic Bank Security Agreement"), or
       Permitted Liens thereunder, or shall cease to be in full force and effect
       or are null and void, or the validity or enforceability of any security
       agreement shall be contested by Payor or Guarantor such party shall deny
       it has any further liability or obligation under such agreement; (h) if
       the Payor or the Guarantor shall have a judgment entered against it in
       excess of $20,000 which is not covered by insurance or bonded within 90
       days or the Payor or the Guarantor shall fail to pay or remit any tax
       when due; (i) except as permitted pursuant to the Security Agreement, the
       Payor or the Guarantor shall grant any security interest in any of its
       assets or stock; or (j) if all or any part of the Collateral held
       pursuant to the Security Agreement or the Stock held pursuant to the
       Pledge shall be sold, transferred or assigned, without the prior written
       consent of Secured Parties in violation of the Security


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       Agreement or the Pledge; (k) if Guarantor or Payor shall merge or
       consolidate or agree to merge or consolidate with or into any other
       entity (except for a merger in which Payor or Guarantor, as the case may
       be, is the surviving entity and provided however that in the event of any
       merger or consolidation by Guarantor or Payor notice of such merger shall
       be provided to the Payees no less than ten (10) days prior to any
       proposed merger) or shall sell, lease or other dispose of all or
       substantially all of its assets; (l) the loss, theft, substantial damage
       or destruction to or of the Collateral, not otherwise fully insured or
       the making or granting of any levy, seizure, attachment, execution or
       prejudgment remedy, upon the Collateral, the Stock, or the property of
       the Guarantor or Payor, where such levy, seizure, attachment, execution
       or prejudgment remedy is not discharged or released within forty-five
       (45) days after being granted; (m) if all or any part of the Stock shall
       be sold, transferred or assigned, or shall be further encumbered,
       hypothecated, mortgaged, or made subject to any other lien or security
       interest, without the prior written consent of Payee; (n) if Guarantor
       shall increase the amount of the loan with Atlantic Bank of New York.

       Upon the occurrence and during the continuance of an Event of Default,
       the Payee may declare: (i) the indebtedness of this Note, and (ii)
       interest, default interest, late charges and other sums, as provided in
       this Note, immediately due and payable.

7.     DEFAULT INTEREST. Payor agrees that upon the occurrence of an Event of
       Default, the Payee shall be entitled to receive and Payor shall pay
       interest on the entire unpaid principal sum of this Note at a per annum
       rate equal to the lower of twelve percent (12%) or the maximum interest
       rate permitted by law, (the "Default Rate"). The Default Rate shall be
       computed from the occurrence of the Event of Default until all
       Obligations (as defined in the Security Agreement) are paid in full.
       Interest calculated at the Default Rate shall be deemed secured by the
       Security Agreement. This clause, however, shall not be construed as an
       agreement or privilege to extend the date of the payment of the
       Obligations, nor as a waiver of any other right or remedy accruing to
       Payee by reason of the occurrence of any Event of Default.

8.     LATE CHARGE. If any payment payable under this Note is not paid prior to
       the tenth (10th) day after the applicable Payment Date, Payor shall pay
       to Payee, upon demand, an amount equal to five percent (5%) of any sums
       due or payable, and this amount shall be secured by the Security
       Agreement and the Pledge Agreement. This clause, however, shall not be
       construed as an agreement or privilege to extend the date of the payment
       of the Obligations, nor as a waiver of any other right or remedy accruing
       to Payee by reason of the occurrence of any Event of Default.

9.     PREPAYMENT. The outstanding principal balance of this Note, together with
       all accrued and unpaid interest, may be prepaid, in whole but not in
       part, at any time during the term hereof, without penalty. The Payor
       shall notify the Payee in writing prior to making a prepayment.

10.    ASSIGNMENT. This Note is freely assignable by the Payee or subsequent
       holder at any time.

11.    LOAN CHARGES. This Note is subject to the express condition that at no
       time shall the Payor be obligated or required to pay interest on the
       principal balance due hereunder at a rate which could subject the Payee
       to either civil or criminal liability as a result of being in


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       excess of the maximum interest rate which the Payor is permitted by
       applicable law to contract or agree to pay. If, by the terms of this
       Note, Payor is at any time required or obligated to pay interest
       hereunder at a rate in excess of such maximum rate, the Interest Rate or
       the Default Rate, as the case may be, shall be deemed to be immediately
       reduced to such maximum rate and all previous payments in excess of the
       maximum rate shall be deemed to have been payments in reduction of
       principal and not on account of the interest due hereunder, and any
       excess remaining shall be refunded to the Payor or applied against unpaid
       principal at the option of the Payee. All sums paid or agreed to be paid
       to the Payee for the use, forbearance, or detention of the Obligations,
       shall, to the maximum extent permitted by applicable law, be amortized,
       prorated, allocated, and spread throughout the full stated period until
       payment in full of the principal (including the period of any renewal or
       extension hereof) so that the rate or amount of interest on account of
       the Obligations does not exceed the maximum lawful rate of interest from
       time to time in effect and applicable to the Obligations for so long as
       the Obligations are outstanding. In determining whether or not the
       interest paid or payable hereunder exceeds the maximum lawful rate, the
       Payee may utilize any law, rule or regulation in effect from time to time
       and available to the Payee.

12.    WAIVERS The Payor hereby waives presentment and demand for payment,
       notice of dishonor, protest and notice of protest and non-payment and all
       other notices of any kind, and consents to the extensions of the time of
       payment, release, surrender or substitution of security or forbearance or
       other indulgence without notice. No release of any security for the
       Obligations or extension of time for payment of this Note or any
       installment hereof, and no alteration, amendment or waiver of any
       provision of this Note, the Agreement, the Pledge, the Guaranty or the
       Security Agreement made by agreement between the Payee, Guarantor or any
       other person or party shall release, modify, amend, waive, extend,
       change, discharge, terminate or affect the liability of the Payor for the
       payment of all or any part of the Obligations. No notice to or demand on
       the Payor shall be deemed to be a waiver of the obligation of the Payor
       or of the right of the Payee to take further action without further
       notice or demand as provided for in this Note, the Agreement, the Pledge,
       the Guaranty or the Security Agreement.

13.    GOVERNING LAW. This Note shall be governed, construed, applied and
       enforced in , accordance with the laws of the State New York and shall be
       binding upon the Payor and its successor and assigns. This Note shall
       inure to the benefit of the Payee and his successors and assigns.

14.    CONSENT TO JURISDICTION. The Payor irrevocably consents to the exclusive
       jurisdiction of the United States federal courts and the state courts
       located in the State and County of New York with respect to any suit or
       proceeding based on or arising under this Note and irrevocably agrees
       that all claims in respect of such suit or proceeding may be determined
       in such courts.

15.    NOTICES. All notices required or permitted hereunder shall be given as
       provided in the Agreement.


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16.    MISCELLANEOUS.

       (a)  Wherever pursuant to this Note it is provided that the Payor pay any
            costs and expenses, such costs and expenses shall include, but not
            be limited to, reasonable legal fees and disbursements of the Payee,
            whether with respect to retained firms, the reimbursement for the
            expenses of in-house staff, or otherwise. The Payor shall pay to the
            Payee on demand any and all expenses, including legal expenses and
            reasonable attorneys' fees (at all levels including appeals),
            incurred or paid by Payee in enforcing this Note, whether or not any
            legal proceeding is commenced hereunder, together with interest
            thereon at the Default Rate from the date paid or incurred by Payee
            until such expenses are paid by the Payor.

       (b)  This Note may not be modified, amended, waived, extended, changed,
            discharged or terminated orally or by any act or failure to act on
            the part of the Payor or the Payee, but only by an agreement in
            writing signed by the party against whom enforcement of any
            modification, amendment, waiver, extension, change, discharge or
            termination is sought.

       (c)  Whenever used, the singular number shall include the plural, the
            plural number shall include the singular, and the words "Payee" and
            "Payor" shall include their respective successors, assigns, heirs,
            executors and administrators.

       (d)  The headings of this Note are for convenience only and are not to
            affect the construction of or to be taken into account in
            interpreting the substance of this Note.

       (e)  Time is of the essence hereunder.

       (f)  A determination that any provision of this Note is unenforceable or
            invalid shall not affect the enforceability or validity of any other
            provision and a determination that the application of any provision
            of this Note to any person or circumstance is illegal or
            unenforceable shall not affect the enforceability or validity of
            such provision as it may apply to other persons or circumstances.
            The remaining provisions of this Note shall remain operative and in
            full force and effect and shall in no way be affected, prejudiced or
            disturbed thereby.

       (g)  The Payor waives any right it may have to assert a set-off of any
            nature or counterclaim and cross claims of any nature.

17.    WAIVER OF TRIAL BY JURY. PAYOR AND PAYEE, BY ITS ACCEPTANCE HEREOF, EACH
       HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL
       BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT,
       TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE OBLIGATIONS
       EVIDENCED BY THIS NOTE, THE AGREEMENT, THE GUARANTY, THE PLEDGE OR THE
       SECURITY AGREEMENT OR ANY ACTS OR OMISSIONS OF ANY PARTY OR ANY OF THEIR
       RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION
       THEREWITH. THIS WAIVER OF THE RIGHT TO TRIAL BY JURY IS A MATERIAL
       INDUCEMENT TO THE PAYEE FOR THE PAYEE TO ENTER INTO THE TRANSACTION
       EVIDENCED HEREBY.


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18.    SUBORDINATION. THIS INSTRUMENT IS SUBJECT TO THE AGREEMENT OF
       SUBORDINATION DATED AS OF FEBRUARY 3, 2004 AMONG ATLANTIC BANK OF NEW
       YORK (THE "BANK"), AL CATTABIANI AND AMERICAN VANTAGE MEDIA CORPORATION,
       WHICH AMONG OTHER THINGS SUBORDINATES THE PAYOR'S OBLIGATIONS HEREUNDER
       TO THE PRIOR PAYMENT OF CERTAIN OBLIGATIONS OWING TO THE BANK.




                             SIGNATURE PAGE FOLLOWS


















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         IN WITNESS WHEREOF, Payor has duly secured this Note as of the day and
date first above written.

SIGNED AND DELIVERED IN THE PRESENCE OF   PAYOR

                                            AMERICAN VANTAGE MEDIA CORPORATION

______________________________________    By:    ______________________________

Print Name: __________________________    Name:  ______________________________

                                          Title: ______________________________




















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                        ACKNOWLEDGMENT IN NEW YORK STATE





STATE OF NEW YORK                        )
                                         SS.:

COUNTY OF _____________________________  )


         On February _____, 2004 before me, the undersigned, personally appeared
_________________________ personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within Agreement and acknowledged to me that he/she/they executed the
same in his/her/their capacity(ies), and that by his/her/their signature(s) on
the Agreement, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the Agreement.



                   ___________________________________________________________
                   (signature and office of individual taking acknowledgment)








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