Exhibit 10.9

                                                                  Execution Copy


                             STOCK PLEDGE AGREEMENT

         STOCK PLEDGE AGREEMENT ("Pledge"), dated February 3, 2004 from American
Vantage Media Corporation, a Nevada corporation, (the "Pledgor") to Lee Miller
as Pledge Agent (the "Pledge Agent") on behalf of Al Cattabiani ("Cattabiani"),
Carl Seldin Koerner ("Koerner"), Clara Spalter Miller ("C. Miller"), Jefferies &
Company, Inc. ("Jefferies") and Lee Miller ("Miller" and together with
Cattabiani, Koerner, C. Miller, and Jefferies & Company, Inc., the "Pledgees").


                              W I T N E S S E T H :

         WHEREAS, on the date hereof, pursuant to the terms of a certain Stock
Purchase Agreement, of even date herewith among the Pledgor, Wellspring Media,
Inc. ("Wellspring") and certain of the Pledgees, (the "Agreement"), certain of
the Pledgees have agreed to sell all of their shares in Wellspring to the
Pledgor (the "Sale"); and

         WHEREAS, in furtherance of such Sale, on the date hereof, the Pledgor
has issued certain promissory notes to the Pledgees (the "Notes"); and

         WHEREAS, certain of the Pledgees have assigned $480,000 of the
principal amount of the Notes to Jefferies;

         WHEREAS, in furtherance of such Sale, Wellspring has agreed to guaranty
the obligations of the Pledgor under the Notes pursuant to the terms of a
Guaranty Agreement of even date herewith (the "Guaranty"); and

         WHEREAS, in furtherance of such Sale, pursuant to the terms of a
Security Agreement of even date herewith (the "Security Agreement") Wellspring
has pledged certain of its assets as collateral security for performance of its
obligations under the Guaranty; and

         WHEREAS, in order to induce certain of the Pledgees to make the Sale,
the Pledgor has agreed to pledge to Pledgees, as security for the Obligations
(as defined herein) of Pledgor and Wellspring under the Notes, the Security
Agreement and the Guaranty, Two Thousand (2,000) shares of stock of Wellspring,
representing all of the issued and outstanding shares of stock of Wellspring
(collectively, the "Shares");

         NOW, THEREFORE, in consideration of One ($1.00) Dollar, and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

Section 1.        Certain Defined Terms

                  (a) Specific Terms. In addition to terms defined elsewhere in
this Pledge or in any exhibit or amendment hereto or document incorporated
herein, when used herein, the following

<PAGE>


terms shall have the following meanings:

                           (i) "Applicable Law" shall mean any applicable law,
including, without limitation, any: (a) federal, state, territorial, county,
municipal or other governmental law, statute, ordinance, rule, regulation,
requirement or use or disposal classification or restriction, whether domestic
or foreign; (b) judicial, administrative or other governmental order,
injunction, writ, judgment, decree, ruling, interpretation, finding or other
directive, whether domestic or foreign; (c) common law or other legal precedent;
or (d) governance provision, rule, regulation, requirement or restriction of any
securities, commodities or similar exchange or market or self-governing or
self-regulatory body.

                           (ii) "Obligations" shall mean all sums due under the
Notes, the Agreement, the Guaranty, and the Security Agreement.

                           (iii) "Organizational Documents" shall mean any and
all certificates, charters, articles, bylaws and similar documents pertaining to
any of the Shares, or the organization or governance of any entity the Shares or
other ownership interests of which constitute all or any part of the Shares, in
each case whether now or hereafter existing, and irrespective of whether reduced
to writing, and as each has been and hereafter may be supplemented, modified,
amended, restated or replaced from time to time.

                  (b) Other Terms. Capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Notes or the Agreement.
Unless otherwise defined in this Pledge, the Notes or the Agreement, terms used
in this Pledge which are defined in the Uniform Commercial Code of the State of
New York (the "UCC") shall have the meanings assigned to such terms in the UCC.

Section 2.        Grant of Security Interests

         As security for the timely and full payment and performance of
the Obligations, the Pledgor hereby absolutely, unconditionally and irrevocably
pledges, assigns, conveys, mortgages, transfers and delivers to the Pledgees,
and grants to the Pledgees a continuing security interest in, the Shares.

Section 3.        Representations, Warranties and Covenants of the Pledgor

         (a) The Pledgor represents and warrants to the Pledgees that:

                  (i) The execution, delivery and performance by the Pledgor of
this Pledge: (a) does not and will not violate or conflict with any Applicable
Law or other governmental requirement; and (b) do not and will not breach or
violate any of the provisions of, and will not result in a default by the
Pledgor under, any other agreement, instrument or document to which the Pledgor
is a party or by which the Pledgor is bound;

                  (ii) Except as may have been given or obtained, no notice to
or consent or approval of any Governmental Body or other person whatsoever is
required in connection with the execution, delivery or performance by the
Pledgor of this Pledge;

                  (iii) This Pledge is the legal, valid and binding obligation
of the Pledgor, enforceable against the Pledgor in accordance with its terms;


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<PAGE>


                  (iv) The Pledgor is the sole shareholder of Wellspring and is
the sole owner of all of the issued and outstanding Shares; and

                  (v) The Pledgor is the record and beneficial owner of the
Shares, and except for the security interests granted to the Pledgees hereunder
and the Lien of Atlantic Bank of New York under the Pledge Agreement, of even
date between the Pledgor and Atlantic Bank of New York none of the Shares are
subject to any Lien.

         (b) The Pledgor covenants and agrees that it will not directly or
indirectly, (other than pursuant to this Pledge):

                  (i) Make, create, incur, assume or permit any Lien of any
nature in, to or against any part of the Shares;

                  (ii) Assign, pledge or in any way transfer or encumber any
economic interest in and to any part of the Shares, including, without
limitation, the right to receive any income, capital, or other distribution or
proceeds from any part of the Shares;

                  (iii) Sell, transfer, exchange, redeem, retire, abandon or
otherwise dispose of, surrender control of any portion of the Shares;

                  (iv) Cause or permit the issuance, transfer, sale or grant of
an interest in, dispose of, or surrender control in any of the authorized shares
of Wellspring;

                  (v) Cause or permit a change in the capitalization or
structure of Wellspring, or issue or sell stock or other securities or stock
options, warrants or obligations convertible into such stock or securities of
Wellspring;

                  (vi) Cause or consent to any supplement, modification or
amendment to, or any waiver of any term or provisions of, any stock certificate,
instrument, contract, pledge, or other intangible included in the Shares;

                  (vii) Enter into any member's agreement, shareholder's
agreement, voting trust or similar agreement or arrangement, or any amendment
thereto or waiver thereof, or any other restriction or limitation in any way
respecting assignability, transferability or any voting, dividend, distribution
or other ownership right with respect to any of the Shares; or

                  (viii) Offer or agree to do or cause or assist the inception
or continuation of any of the foregoing.

         (c) The Guarantor further covenants and agrees that it will maintain
complete and accurate books and records with respect to the Shares and permit
the Pledge Agent, upon reasonable notice and at all reasonable times, to inspect
and copy all such books and records.

Section 4.   Certain Rights of the Pledgor

         Subject to the terms and provisions of this Pledge, so long as
no Event of Default (as herein defined) shall have occurred and be continuing,
the Pledgor shall be entitled: (a) to exercise any and all voting and consensual
rights and powers relating or pertaining to the Shares or any part thereof for
any purpose not inconsistent with the terms of this Pledge, the Notes, the
Security Agreement, or the Guaranty; provided, however, that the Pledgor shall
not exercise or refrain from exercising any such right if, in the Pledge Agent's
judgment, such action would have



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a material adverse effect on the Shares, any part thereof, or any of the
Pledgees' rights, powers, privileges or interests under this Pledge, the Notes,
the Security Agreement or the Guaranty; and provided, further, that the Pledgor
shall give the Pledgees at least five (5) days' written notice of its intent to
exercise, or the reasons for refraining from exercising, any such rights; and
(b) to receive and retain any and all dividends, other distributions of profit
and interest payable in cash on the securities constituting part of the Shares;
provided, however, that amounts paid or payable in cash in connection with any
and all stock or liquidating dividends, returns of capital or other
distributions of cash or other assets or properties made on, in respect of,
upon, in redemption of, in exchange for, or in payment of principal of, any such
Shares (whether resulting from a subdivision, combination or reclassification of
ownership interests of the Shares, any merger, consolidation, acquisition or
other exchange of assets or securities to which any issuer of the Shares may be
a party, any conversion, call or redemption, or otherwise), shall be and shall
become part of the Shares pledged under this Pledge, and, if received by the
Pledgor, shall be received in trust for the benefit of the Pledgees, be
segregated from other property or funds of the Pledgor, and shall be delivered
immediately to the Pledge Agent (with all necessary endorsements) to be held as
Shares pursuant to this Pledge.

Section 5.        Power of Attorney; Pledge Agent

         The Pledgor hereby irrevocably makes, constitutes and appoints the
Pledge Agent as the Pledgor's true and lawful attorney-in-fact, with full power
and authority from time to time, in such Pledgor's name, place and stead, or
otherwise, exercisable upon the occurrence and during the continuance of an
Event of Default, to: (a) take possession of and execute or endorse (to the
Pledgees or otherwise) any one or more contracts, agreements, assignments and
other documents, and any one or more notes, checks, or other instruments
received, in payment for or on account of any of the Shares; (b) demand, collect
and receive any monies due on account of any of the Shares, or exercise any
withdrawal or other rights, powers, privileges, remedies or interests of such
Pledgor under any of the Organizational Documents or Applicable Law, and give
receipts and acquittances in connection therewith; (c) negotiate and compromise
any claim, and commence, prosecute, defend, settle or withdraw any claims, suits
or proceedings, pertaining to or arising out of any of the Shares; and (d)
otherwise to take any and all action and to execute any and all agreements,
contracts, documents and instruments as the Pledge Agent, in his discretion,
shall deem necessary, appropriate or advisable to carry out the purpose and
intent of this Pledge, all without regard to whether the Pledge Agent or
Pledgees have taken any other action under this Pledge, the Notes, the Security
Agreement, or the Guaranty or otherwise. This Power of Attorney is hereby
declared to be irrevocable, with full power of substitution and coupled with an
interest. This Power of Attorney shall survive the dissolution, reorganization
or bankruptcy of the Pledgor or Wellspring and shall extend to and be binding
upon each such Pledgor's successors, assigns, heirs and legal representatives.
The Pledgees shall not be liable for any failure to collect or enforce the
payment of any of those assets and properties.

         The Pledgees hereby authorize the Pledge Agent and do hereby make,
constitute and appoint the Pledge Agent, with full power of substitution, as the
Pledgees true and lawful attorney-in fact, with power in his own name or in the
name of the Pledgees individually or collectively, to (a) take possession of and
execute or endorse (to the Pledgees or otherwise) any one or more contracts,
agreements, assignments and other documents, and any one or more notes, checks,
or other instruments received, in payment for or on account of any of the
Shares; (b)


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<PAGE>


demand, collect and receive any monies due on account of any of the Shares, or
exercise any withdrawal or other rights, powers, privileges, remedies or
interests of such Pledgor under any of the Organizational Documents or
Applicable Law, and give receipts and acquittances in connection therewith; (c)
negotiate and compromise any claim, and commence, prosecute, defend, settle or
withdraw any claims, suits or proceedings, pertaining to or arising out of any
of the Shares; and (d) otherwise to take any and all action and to execute any
and all agreements, contracts, documents and instruments as the Pledgees, in
their discretion, shall deem necessary, appropriate or advisable to carry out
the purpose and intent of this Pledge, all without regard to whether the
Pledgees have taken any other action under this Pledge, the Notes, the Security
Agreement, or the Guaranty or otherwise.

Section 6.        Events of Default

         The occurrence of an Event of Default under any of the Notes shall
constitute an "Event of Default" under this Pledge.

Section 7.        Rights and Remedies of the Pledgees

         Upon the occurrence and during the continuance of any Event of Default,
the Pledge Agent on behalf of the Pledgees may take (and/or may cause one or
more of its designees to take) any or all of the following actions: (a) prohibit
the Pledgor from taking any action respecting any Shares otherwise permitted by
this Pledge; (b) notify any obligors, issuers, custodians and other parties with
respect to or interested in any of the Shares or the Pledgees' interest therein
or of any action proposed to be taken with respect thereto, and direct one or
more of those parties to make all payments, distributions and proceeds otherwise
payable to the Pledgor with respect thereto directly to the Pledgees or its
order until notified by the Pledgees that all of the Obligations have been fully
paid and satisfied; (c) receive and retain all payments, distributions and
proceeds of any kind with respect to any and all of the Shares; (d) make any
request or demand for redemption, withdrawal or other liquidation of any of the
Shares, in whole or in part; (e) take any action with respect to the offer,
sale, lease or other liquidation or disposition, and delivery of the whole of,
or from time to time any one or more items of, the Shares, including, without
limitation: (i) to sell, assign, lease or otherwise dispose of the whole of, or
from time to time any part of, the Shares (including, without limitation, all or
any part of profits, losses, distributions and/or other economic interest in and
to the Shares while without transferring the record and other ownership with
respect thereto), or offer or agree to do so, in any established market or at
any broker's board, private sale or public auction or sale (with or without
demand on the Pledgor or any advertisement or other notice of the time, place or
terms of sale) for cash, credit or any other asset or property, for immediate or
future delivery, and for such consideration and upon such terms and subject to
such conditions as the Pledgees in their sole and absolute discretion may
determine, and the Pledgees may purchase (the consideration for which may
consist in whole or in part of cancellation of indebtedness) or any other person
may purchase the whole or any one or more items of the Shares, and all items
purchased shall be free and clear of any and all rights, powers, privileges,
remedies and interests of the Pledgor (whether individual, joint, several or
otherwise), which the Pledgor expressly waives, (ii) to postpone or adjourn any
such auction, sale or other liquidation or disposition or cause the same to be
postponed or adjourned from time to time to a subsequent time and place, or to
abandon or cause the abandonment of the


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same, all without any advertisement or other notice thereof, and (iii) to carry
out any pledge to sell any item or items of the Shares in accordance with the
terms and provisions of such pledge, notwithstanding that, after the Pledgees
shall have entered into such pledge, all of the Obligations may have been paid
and satisfied in full; (f) exercise any voting, consent, enforcement or other
right, power, privilege, remedy or interest of the Pledgor pertaining to any
item of Shares to the same extent as if the Pledgees were the outright owners
thereof, including, without limitation, any right that a record or beneficial
owner of any Shares may have; (g) take possession of, and thereafter deal with
or use from time to time, all or any part of the Shares in all respects as if
the Pledgees were the outright owners thereof; and (h) in addition to, and not
by way of limitation of, any of the rights specified above, exercise or enforce
any and all rights, powers, privileges, remedies and interests afforded to the
Pledgees under this Pledge, the Notes, the Security Agreement, or the Guaranty
and any and all provisions of Applicable Law (including, without limitation, the
UCC). All rights and remedies of the Pledgees under this Pledge, the Notes, the
Security Agreement, or the Guaranty and Applicable Law are cumulative and any
one or more of such rights and remedies may be exercised simultaneously or
successively.

Section 8.        Application of Proceeds, Etc.

                The net proceeds of any sale or other disposition of Shares
actually collected or received by the Pledgees, after deducting all reasonable
costs and reasonable expenses incurred at any time in the collection of the
Obligations and the protection, collection and sale of the Shares (including,
without limitation, fees, disbursements and expenses of attorneys and other
professional advisors), will be applied to the payment of the Obligations, and
the remainder shall be returned to the Pledgor or whomever else shall be
entitled by Applicable Law thereto, subject, however, to any other rights or
interests the Pledgees may have therein under any other instrument, agreement or
document or Applicable Law. If the amount of all proceeds received with respect
to and in liquidation of the Shares that shall be applied to payment and
satisfaction of the Obligations shall be insufficient to pay and satisfy all of
the Obligations in full, the Pledgor acknowledges and agrees that the Pledgor
shall remain and be liable for any deficiency.

Section 9.        Termination

                The security interests of the Pledgees hereunder shall terminate
when the Obligations shall have been fully paid and satisfied. Upon such
complete payment and satisfaction: the Pledgees shall reassign, release and/or
deliver to the Pledgor all Shares then held by or at the direction of the
Pledgees and, if requested by the Pledgor, the Pledgees shall execute and
deliver to the Pledgor for filing in each office in which any financing
statement, mortgage, or lease, or assignment thereof, relating to the Shares, or
any part thereof, shall have been filed, a termination statement under the UCC
or an appropriate satisfaction, release, reconveyance or reassignment releasing
the Pledgees's interest therein, and any other instrument or document that it
deems reasonably necessary to evidence the termination of the Pledgees' security
interest, each in such form and substance as may be reasonably acceptable to the
Pledgees and the Pledgor. Any and all actions under this Section shall be
without any recourse to or representation or warranty by the Pledgees and shall
be at the sole cost and expense of the Pledgor.


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Section 10.       Further Assurances

                The Pledgor agrees to do such further acts and things and to
execute and deliver such statements, assignments, agreements, instruments and
other documents as the Pledgees from time to time reasonably may request in
connection with the administration, maintenance, enforcement or adjudication of
this Pledge in order: (a) to evidence, confirm, perfect or protect any Lien
granted or required to have been granted under this Pledge, (b) to give the
Pledgees or its designee confirmation and assurance of the Pledgees' rights,
powers, privileges, remedies and interests under this Pledge, the Notes, the
Security Agreement, the Guaranty and Applicable Law; (c) to otherwise effectuate
the purpose and the terms and provisions of this Pledge, each in such form and
substance as may be acceptable to the Pledgees.

Section 11.       Certain Covenants and Waivers of the Pledgor

                The Pledgor covenants and agrees that the representations,
warranties, covenants and other pledges and Obligations of the Pledgor under
this Pledge: (a) shall remain and continue in full force and effect without
regard to (i) any waiver, modification, extension, amendment or restatement of
any term or provision of the Notes, the Security Agreement, or the Guaranty, any
of the Obligations, any Shares or any guaranty therefor, (ii) any full, partial
or non-exercise of any of the Pledgees' rights, powers, privileges, remedies and
interests under the Notes, the Security Agreement, the Guaranty or Applicable
Law, (iii) any other event that otherwise might constitute a legal or equitable
counterclaim, defense or discharge of a pledgor, surety or guarantor, (b) shall
not be subject to any defense, counterclaim, setoff, right of recoupment,
abatement, reduction or other claim or determination that the Pledgor may have
against the Pledgees or any other Person, and (c) shall not be diminished or
qualified by the dissolution, reorganization, insolvency, bankruptcy,
custodianship or receivership of the Pledgor, any guarantor, surety or other
pledgor or any other person, or the inability of any of them to pay its debts or
perform or otherwise satisfy its obligations as they become due for any reason
whatsoever.

Section 12.       Guaranty

                The obligations of the Pledgor hereunder have been guaranteed by
Wellspring pursuant to the terms of the Guaranty executed contemporaneously
herewith.




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Section 13.       Miscellaneous

         (a) No failure or delay on the part of the Pledgees in exercising any
right, power or remedy pursuant to this Pledge shall operate as a waiver
thereof, and no single or partial exercise of any such right, power or remedy
shall preclude any other or further exercise thereof, or the exercise of any
other right, power or remedy. Neither any amendment, modification, supplement,
termination or waiver of any provision of this Pledge, nor any consent to any
departure by the Pledgor therefrom, shall be effective unless the same shall be
in writing and signed by the Pledgees. Any waiver of any provision of this
Pledge and any consent to any departure by the Pledgor from the terms of this
Pledge shall be effective only in the specific instance and for the specific
purpose for which given. No notice to or demand on the Pledgor shall in any case
entitle the Pledgor to any other or further notice or demand in similar or other
circumstances.

         (b) All notices and other communications required or permitted
hereunder shall be in writing, and shall conform to the requirements set forth
in the Agreement except for notices to Jefferies. Any notices or other
communications required or permitted under, or otherwise in connection with this
Pledge to Jefferies shall be in writing and shall be deemed to have been duly
given when delivered in person or upon confirmation of receipt when transmitted
by facsimile transmission (but only if followed by transmittal by national
overnight courier or hand for delivery on the next Business Day) or on receipt
after dispatch by registered or certified mail, postage prepaid, addressed, or
on the next Business Day if transmitted by national overnight courier as
follows:

               Jefferies and Company, Inc.
               520 Madison Avenue
               8th Floor
               New York, New York 10022
               Attn: General Counsel
               Fax: 212-284-2280

         (c) The Pledgor agrees to pay all reasonable fees and out-of-pocket
expenses of the Pledgees (including, but not limited to, reasonable fees and
expenses of outside counsel and auditors) in connection with the administration
and enforcement of this Pledge. In addition, the Pledgor shall pay or reimburse
the Pledgees for any and all stamp, transfer and other taxes and fees payable or
determined to be payable in connection with the execution, delivery and/or
recording of this Pledge or any financing statement in connection herewith. If
any suit or proceeding arising pursuant to the terms of this Pledge is brought
against the Pledgees, the Pledgor, to the extent and in the manner directed by
the Pledgees, shall each resist and defend such suit or proceeding with counsel
approved by the Pledgees, which approval shall not be unreasonably withheld. The
Pledgor shall indemnify, defend and save the Pledgees harmless from and against
any and all claims, liabilities, losses, costs and expenses (including, without
limitation, attorneys' fees, disbursements and expenses) of any nature
whatsoever which may be asserted against or incurred by the Pledgees arising out
of or directly or indirectly relating to this Pledge, including, without
limitation, in connection with (i) the ownership or pledging of any


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Shares, or (ii) any failure by the Pledgor to perform any of its obligations
hereunder; excluding, however, from said indemnity any such claims, liabilities,
etc. arising directly our of the willful misconduct of the Pledgees. The
obligations of the Pledgor under this Section shall survive the expiration or
termination of this Pledge and the discharge of the other Obligations.

         (d) If the Pledgor shall fail to do any act or thing which he it
covenanted to do under this Pledge or any representation or warranty on
contained in this Pledge shall be breached, the Pledgees may, in their sole
discretion, do the same or cause it to be done or remedy any such breach, and
may expend its funds for such purpose; and any and all reasonable amounts so
expended by the Pledgees shall be repayable to the Pledgees by the Pledgor
immediately upon the Pledgees' demand therefor, with interest at the default
rate as set forth in the Notes during the period from and including the date
funds are so expended by the Pledgees to the date of repayment, and any such
amounts due and owing the Pledgees shall be additional Obligations secured
hereunder.

         (e) This Pledge shall be binding upon, and shall inure to the benefit
of the Pledgees, the Pledge Agent, the Pledgor and their respective successors
and assigns, personal representatives and heirs, as applicable. The Pledgor
shall not assign any of its rights nor delegate any of its obligations under
this Pledge without the prior written consent of the Pledgees, and no such
consent by the Pledgees shall, in any event, relieve the Pledgor of any
obligations under this Pledge.

         (f) Section and subsection headings in this Pledge are inserted only as
a matter of convenience, and shall not affect the interpretation hereof. The
necessary grammatical changes to make this Pledge apply to persons of either
gender and to more than one person, as applicable, shall be assumed as if made.

         (g) This Pledge shall be governed by, and construed and enforced in
accordance with the laws of the State of New York, without regard to principles
of conflicts of law, or any other law that would make the laws of any other
state or jurisdiction applicable hereto.

         (h) Whenever possible, each provision of this Pledge shall be
interpreted in such manner as to be effective and valid under Applicable Law.
Any provision of this Pledge which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions of this Pledge or affecting the validity or enforceability of such
provision in any other jurisdiction.

         (i) This Pledge shall become effective upon acceptance by the Pledgees,
and, subject to the terms hereof, shall continue in effect so long thereafter as
there shall be any Obligations outstanding.

         (j) This written Pledge constitutes the entire understanding and
represents the full and final Pledge between the parties with respect to the
subject matter hereof, and may not be contradicted by evidence of prior written
Pledges or prior, contemporaneous or subsequent oral Pledges of the parties.
There are no unwritten oral Pledges between the parties.

         (k) THE PLEDGOR AND THE PLEDGEES HEREBY IRREVOCABLY CONSENT TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN ANY ACTION
AGAINST IT


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<PAGE>


IN CONNECTION WITH THIS PLEDGE AND THE PLEDGOR AND THE PLEDGEES EACH HEREBY
WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS PLEDGE. THE PLEDGOR FURTHER WAIVES ANY RIGHT IT MAY HAVE TO
INTERPOSE A COUNTERCLAIM IN ANY PROCEEDING OR ACTION COMMENCED HEREUNDER.


Section 14.       Subordination.

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






                             Signature Page Follows










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<PAGE>


         IN WITNESS WHEREOF, this Pledge has been executed as of the day and
year first above written.

                                             AMERICAN VANTAGE MEDIA CORPORATION


                                             By:
                                                 ------------------------------

                                             Title:  President


                                             ----------------------------------
                                             Carl Seldin Koerner


                                             ----------------------------------
                                             Clara Spalter Miller


                                             ----------------------------------
                                             Lee Miller


                                             ----------------------------------
                                             Al Cattabiani

                                             Jefferies & Company, Inc.


                                             By:
                                                 ------------------------------
                                                 Roy Furman, Vice Chairman


                                             ----------------------------------
                                             Lee Miller, as Pledge Agent




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<PAGE>


STATE OF NEW YORK             )
                              SS.:
COUNTY OF _________________   )


         On February _______, 2004, before me, personally appeared
______________________, 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
instrument 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
instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.






           (signature and office of individual taking acknowledgment)