EXHIBIT 10.6

                        FOURTH ADDENDUM TO OFFICE LEASE

      THIS FOURTH  ADDENDUM  TO OFFICE  LEASE ( the  "FOURTH  ADDENDUM"),  dated
February  3,  2004  is made by and  between  DOUGLAS  EMMETT  JOINT  VENTURE,  a
California  general  partnership  ("LANDLORD"),  with  offices  at 808  Wilshire
Boulevard,   Suite  200,  Santa  Monica,  California  90401,  and  GRAND  HAVANA
ENTERPRISES, a Delaware corporation (formerly known as United Restaurants, Inc.,
a Delaware corporation)("TENANT"),  with offices at 301 North Canon Drive, Suite
R-01, Beverly Hills, California 90210.

WHEREAS,

      A.  PINKWOOD  PROPERTIES  CORP.,  a  New  York  Corporation  ("PINKWOOD"),
Landlord's  predecessor-in-interest,  pursuant to the provisions of that certain
written  Lease,  dated  July  1,  1994  ("ORIGINAL  LEASE"),  leased  to  UNITED
RESTAURANTS,  INC.,  a Delaware  corporation  ("ORIGINAL  TENANT")  and Original
Tenant  leased from  Pinkwood  space in the property  located at 301 North Canon
Drive, Beverly Hills, California 90210 (the "BUILDING"), commonly known as Suite
R-01 (aka G-01/Gxx) (the "ORIGINAL PREMISES");

      B. On or about  September  28, 1994,  Landlord  acquired all of Pinkwood's
interest,  right and title in and to the real property and Building in which the
Original Premises are located,  becoming  successor-in-interest  to Pinkwood and
Landlord under the Lease;

      C.  Landlord and Original  Tenant  subsequently  entered into that certain
First Addendum to Lease, dated October 10, 1994 ("FIRST  ADDENDUM"),  as amended
by that certain  Second  Addendum to Lease,  dated  November  23, 1994  ("SECOND
ADDENDUM")  whereby Tenant expanded the Original  Premises to include Suites Mxx
and 2xx (collectively the "PREMISES");

      D.  Landlord  and  GRAND  HAVANA  ENTERPRISES,   a  Delaware  corporation,
successor-in-interest to Original Tenant, subsequently entered into that certain
Third Addendum to Office Lease, dated October 1, 1999 ("THIRD ADDENDUM"),  which
document  together with the Original  Lease,  First Addendum and Second Addendum
shall collectively be referred to herein as the "LEASE";

      E. The Term of the Lease  expires  November 30, 2004,  which Term Landlord
and Tenant wish to hereby extend; and

      F. Landlord and Tenant,  for their mutual benefit,  wish to revise certain
other covenants and provisions of the Lease.

NOW,  THEREFORE,  IN  CONSIDERATION  of the covenants and  provisions  contained
herein,  and other good and valuable  consideration,  the  sufficiency  of which
Landlord and Tenant hereby acknowledge, Landlord and Tenant agree:

1. CONFIRMATION OF DEFINED TERMS.  Unless modified herein,  all terms previously
defined  and  capitalized  in the  Lease  shall  hold the same  meaning  for the
purposes of this Fourth Addendum.

2.  EXTENSION OF TERM.  The Term of the Lease is hereby  extended five (5) years
and six (6) months (the "SECOND EXTENDED TERM"),  from and including December 1,
2004 (the "EFFECTIVE DATE"), through and including midnight on May 31, 2010 (the
"TERMINATION DATE").

3.  REVISION  IN MONTHLY  BASE  RENT.  Commencing  on the  Effective  Date,  and
continuing  through  November 30, 2006,  the Monthly Base Rent payable by Tenant
shall be $25,471.08 per month.

      Commencing on December 1, 2006, and continuing  through November 30, 2007,
the Monthly Base Rent payable by Tenant shall increase from $25,471.08 per month
to $26,235.21 per month.

      Commencing on December 1, 2007, and continuing  through November 30, 2008,
the Monthly Base Rent payable by Tenant shall increase from $26,235.21 per month
to $27,022.27 per month.

      Commencing on December 1, 2008, and continuing  through November 30, 2009,
the Monthly Base Rent payable by Tenant shall increase from $27,022.27 per month
to $27,832.94 per month.

      Commencing on December 1, 2009, and continuing throughout the remainder of
the Second Extended Term, the Monthly Base Rent payable by Tenant shall increase
from $27,832.94 per month to $28,677.92 per month.

      3.1 RENT DEFERRAL.  Notwithstanding anything to the contrary in the Lease,
      provided that Tenant is not in default  (after the  expiration of time and
      the  opportunity to cure),  one hundred percent (100%) of the Monthly Base
      Rent  due  for  the  second  (2nd),   sixth  (6th),   thirteenth   (13th),
      twenty-fifth (25th), thirty-seventh (37th) and forty-ninth (49th) calendar
      months of the Second  Extended Term (the "RENT DEFERRAL  AMOUNT") shall be
      deferred until the end of the Second Extended Term.

            Further  provided that if, at the end of the Second  Extended  Term,
      there exists no uncured  material default on the part of the Tenant (after
      expiration of time and  opportunity to cure),  Landlord shall, on the last
      calendar day of the Second Extended Term, fully abate and forgive the Rent
      Deferral Amount.

            Except as otherwise  stated,  the entire  Monthly Base Rent shall be
      due and payable,  in advance, on or before the first day of each and every
      calendar month until the end of the Second Extended Term,  pursuant to the
      Lease, as amended.

4. CORRECTION TO RENTABLE AREA OF THE PREMISES.  Tenant  acknowledges and agrees
that shortly after Landlord's  acquisition of the Building,  Landlord engaged an
independent  third party space plan audit firm to measure the Usable Area of the
Premises in accordance with the June, 1996 standards published

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                   FOURTH ADDENDUM TO OFFICE LEASE (CONTINUED)

by the Building  Owners' and  Managers'  Association  ("BOMA").  Based upon such
re-measurement  Landlord has been  advised that (i) the accurate  Usable Area of
Suite R-01 is approximately 3,940 square feet; (ii) the Usable Area of Suite Mxx
is  approximately  2,033 square feet;  and (iii) the Usable Area of Suite 2xx is
approximately  4,377 square feet,  for a combined  total of 10,310 usable square
feet for the  Premises.  Based on  Landlord's  deemed load  factor as  indicated
herein below, the corrected  Rentable Area of Suite R-01 is approximately  4,488
square  feet.  Inasmuch as the load factor for Suites Mxx and 2xx is 0.00%,  the
Rentable Area of Suite Mxx is  approximately  2,033 square feet and the Rentable
Area of Suite 2xx is approximately  4,377 square feet. The combined total of the
Rentable Area of the Premises is hereby agreed to be approximately 10,858 square
feet.

      Landlord and Tenant agree that  Landlord is utilizing an add-on  factor of
13.92% to compute the Rentable  Area of Suite R-01.  Rentable Area of Suite R-01
herein is calculated as 1.1392 times the  estimated  Usable Area,  regardless of
what the actual  square  footage of the common areas of the Building may be, and
whether or not they are more or less than 13.92% of the total  estimated  Usable
Area of the  Building.  The purpose of this  calculation  is solely to provide a
general  basis for  comparison  and  pricing of this space in  relation to other
spaces in the market area.

5. SECURITY DEPOSIT. Landlord acknowledges that it currently holds the sum of
$6,344.50 as a Security Deposit under the Lease, which amount Landlord shall
continue to hold throughout the Second Extended Term, unless otherwise applied
pursuant to the provisions of the Lease.

6. LETTER OF CREDIT. Concurrent with Tenant's execution and tendering to
Landlord of this Fourth Addendum, and as a condition precedent to the
effectiveness of this Fourth Addendum, Tenant shall maintain that certain Letter
of Credit (as defined in Paragraph 6 of the Third Addendum) in the amount of
$60,000.00 in effect, whether through replacement, renewal or extension, for the
entire period from the date of this Fourth Addendum through the scheduled
expiration of the Second Extended Term (the "LEASE EXPIRATION DATE"). Landlord
and Tenant agree that for the purposes of this Fourth Addendum, the reference to
Lease Expiration Date in Paragraph 6 of the Third Addendum shall be as defined
in Paragraph 6 of this Fourth Addendum.

7. REVISION TO BASE YEAR. Retroactive to January 1, 2004, the Base Year for
Tenant's payment of increases in (i) Operating Costs (as defined in Section
3.A(ii) of the Lease) for the retail space Operating Cost pool, and (ii) Taxes
(as defined in Section 3.A(i) of the Lease) for the Project, shall be changed to
calendar year 2004.

8. REVISION TO TENANT'S SHARE. As of the Effective Date, Tenant's Share, as
specified in the Fundamental Lease Provisions of the Lease, shall be 12.18%.

9. OPTION TO EXTEND TERM. Tenant acknowledges that Tenant has utilized one (1)
out of the three (3) Extension Options described in the Fundamental Lease
Provisions and that Tenant has two (2) remaining Extension Options.

      9.1.  ADDITIONAL  OPTION TO EXTEND TERM.  As of the  Effective  Date,  and
      subject to the terms  below,  Tenant  shall be entitled  to an  additional
      extension  option.  Provided  Tenant is not in material  default after the
      expiration  of notice  and the  opportunity  to cure on the date or at any
      time during the  remainder of the given  Extended  Term after Tenant gives
      notice to Landlord of Tenant's  intent to exercise its rights  pursuant to
      this  Section 9, Tenant is given the option to extend the term for one (1)
      additional  five  (5)  year  period  (the  "ADDITIONAL   EXTENDED  TERM"),
      commencing  the next  calendar  day  after  the  expiration  of the  given
      Extended Term (the "OPTION").  The Option shall apply only to the entirety
      of the Premises,  and Tenant shall have no right to exercise the Option as
      to only a portion of the Premises.

            Tenant's  exercise of this Option is  contingent  upon Tenant giving
      written notice to Landlord (the "OPTION  NOTICE") of Tenant's  election to
      exercise  its rights  pursuant to this Option by  Certified  Mail,  Return
      Receipt  Requested,  no more  than  twelve  (12) and no less than nine (9)
      months prior to the applicable Termination Date.

      9.2.  MONTHLY BASE RENT  PAYABLE.  The Rent  payable by Tenant  during the
      Additional Extended Term ("OPTION RENT") shall be equal to the Fair Market
      Value  of the  Premises  as of the  commencement  date  of the  Additional
      Extended  Term but shall not be less than the sum of Monthly Base Rent and
      Tenant's Share of Operating  Expenses payable by Tenant for the last month
      of the given  Extended Term. The term "FAIR MARKET VALUE" shall be defined
      as the effective rent reasonably achievable by Landlord, and shall include
      but not be limited to, all economic benefits obtainable by Landlord,  such
      as Monthly Base Rent (including periodic adjustments),  Additional Rent in
      the  form of  Operating  Expense  reimbursements,  and  any and all  other
      monetary  or  non-monetary  consideration  that may be given in the market
      place to a  non-renewal  tenant,  as is  chargeable  for a similar  use of
      comparable space in the geographic area of the Premises.

            Landlord  and Tenant  shall have thirty (30) days (the  "NEGOTIATION
      PERIOD")  after  Landlord  receives the Option Notice in which to agree on
      the Fair Market  Value.  If Landlord  and Tenant  agree on the Fair Market
      Value during the Negotiation  Period,  they shall  immediately  execute an
      amendment  to the Lease  extending  the Term and  stating  the Fair Market
      Value.

      9.3.  APPRAISERS  TO SET MONTHLY  BASE RENT.  If  Landlord  and Tenant are
      unable to agree on the Fair Market  Value during the  Negotiation  Period,
      then:

            a)  Landlord  and  Tenant,  each at its own  cost,  shall  select an
            independent  real  estate  appraiser  with at least  ten (10)  years
            full-time  commercial  appraisal experience in the area in which the
            Premises are located,  and shall provide written notice to the other
            party of the

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                  FOURTH ADDENDUM TO OFFICE LEASE (CONTINUED)

            identity  and address of the  appraiser so  appointed.  Landlord and
            Tenant  shall  make such  selection  within  ten (10) days after the
            expiration of the Negotiation Period.

            b) Within  thirty (30) days of having been  appointed  to do so (the
            "APPRAISAL PERIOD"),  the two (2) appraisers so appointed shall meet
            and set the Fair Market Value for the  Additional  Extended Term. In
            setting the Fair Market Value,  the appraisers shall solely consider
            the use of the Premises for general office purposes.

      9.4.  FAILURE  BY  APPRAISERS  TO SET FAIR  MARKET  VALUE.  If the two (2)
      appointed  appraisers  are unable to agree on the Fair Market Value within
      ten (10) days after expiration of the Appraisal Period, they shall elect a
      third  appraiser  of  like  or  better  qualifications,  and  who  has not
      previously  acted in any capacity for either Landlord or Tenant.  Landlord
      and Tenant shall each bear one half of the costs of the third  appraiser's
      fee.

            Within thirty (30) days after the  selection of the third  appraiser
      (the "SECOND  APPRAISAL  PERIOD") the Fair Market Value for the Additional
      Extended Term shall be set by a majority of the appraisers now appointed.

            If a majority  of the  appraisers  are unable to set the Fair Market
      Value within the Second Appraisal  Period,  the three (3) appraisers shall
      individually  render  separate  appraisals of the Fair Market  Value,  and
      their three (3) appraisals shall be added together,  then divided by three
      (3);  resulting in an average of the  appraisals,  which shall be the Fair
      Market Value during the Additional Extended Term.

            However,  if the low appraisal or high appraisal varies by more than
      ten percent (10%) from the middle appraisal, then one (1) or both shall be
      disregarded.  If only one (1) appraisal is disregarded,  the remaining two
      (2) appraisals shall be added together and their total divided by two (2),
      and the resulting  average shall be the Fair Market Value. If both the low
      and high appraisal are disregarded, the middle appraisal shall be the Fair
      Market Value for the Premises  during the  Additional  Extended  Term. The
      appraisers shall immediately notify Landlord and Tenant of the Fair Market
      Value so established, and Landlord and Tenant shall immediately execute an
      amendment to the Lease, extending the given Extended Term and revising the
      Monthly  Base  Rent   payable   pursuant  to  the  Fair  Market  Value  so
      established.

            Landlord or Tenant's failure to execute such amendment  establishing
      the Fair Market  Value within  fifteen  (15) days after the other  party's
      request  therefor shall constitute a material default under the Lease, and
      if Tenant is the party  failing to so execute,  this Option  shall  become
      null and void and of no further force or effect.

      9.5.  NO RIGHT OF  REINSTATEMENT  OR FURTHER  EXTENSION.  Once  Tenant has
      either  failed to exercise its rights to extend the term  pursuant to this
      Section 9 or failed to execute  the  amendment  called for  hereunder,  it
      shall have no right of reinstatement of its Option to Extend the Term, nor
      shall Tenant have any right to a further  extension  of the Extended  Term
      beyond the period stated in Section 9.1 hereinabove.

      9.6. NO  ASSIGNMENT  OF OPTION.  This  Option is personal to the  original
      Tenant signing the Lease or to an "Affiliate" (as defined in Lease Section
      10.F), and shall be null, void and of no further force or effect as of the
      date that  Tenant  assigns  the  Lease to an  unaffiliated  entity  and/or
      subleases more than  forty-nine  percent (49%) of the total Rentable Area.
      Notwithstanding  the  foregoing,  the  Option  shall  be  assignable  to a
      "PURCHASER  ENTITY" (as defined  below),  provided  that (i) the Purchaser
      Entity shall provide Landlord with financial information demonstrating the
      Purchaser  Entity's  ability to meet the  obligations  of Tenant under the
      Lease  including the Tenant's  obligations  under the Additional  Extended
      Term; (ii) the Purchaser  Entity  provides a cash security  deposit of the
      last month's rent due under the Lease for the  Additional  Extended  Term;
      and (iii) the Purchaser  Entity provides  Landlord with a Letter of Credit
      for  six  (6)  months  of the  averaged  Monthly  Base  Rent  due  for the
      Additional  Extended Term. As used herein a "PURCHASER ENTITY" shall mean:
      (i) an unaffiliated entity which purchases all or substantially all of the
      assets  of Tenant  pursuant  to a  bonafide  sale of the  entire  business
      operated  in the  Premises  by the  Tenant  ("BUSINESS  SALE")  or (ii) an
      unaffiliated  entity into which Tenant is merged or consolidated  pursuant
      to a Business Sale.

10. ACCEPTANCE OF PREMISES.  Tenant  acknowledges that it has been in possession
of the  Premises for over nine (9) years;  has no claim  against  Landlord,  and
therefore releases Landlord from any claim, loss, liability, cost or expense, in
connection with the Premises or the Lease. Tenant has made its own inspection of
and inquiries  regarding the Premises,  which are already  improved.  Therefore,
Tenant  accepts  the  Premises  in  their  "as-is"  condition.   Tenant  further
acknowledges  that Landlord has made no currently  effective  representation  or
warranty,  express or implied regarding the condition,  suitability or usability
of the Premises or the Building  for the  purposes  intended by Tenant.  Nothing
contained in this  Paragraph 10,  however,  shall relieve or discharge  Landlord
from any of its duties or obligations under the Lease.

11. WARRANTY OF AUTHORITY. If Landlord or Tenant signs as a corporation, limited
liability  company or a partnership,  each of the persons  executing this Fourth
Addendum on behalf of Landlord or Tenant hereby  covenants and warrants that the
applicable  entity  executing  herein  below is a duly  authorized  and existing
entity  that is  qualified  to do  business in  California;  that the  person(s)
signing on behalf of either  Landlord or Tenant have full right and authority to
enter  into this  Fourth  Addendum;  and that each and every  person  signing on
behalf of either Landlord or Tenant are authorized in writing to do so.

      If either  signatory hereto is a corporation,  the person(s)  executing on
behalf of said entity shall affix the appropriate corporate seal to each area in
the document where request therefor is noted, and the other

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                   FOURTH ADDENDUM TO OFFICE LEASE (CONTINUED)

party  shall be entitled to  conclusively  presume  that by doing so the entity
for which said  corporate  seal has been affixed is attesting to and  ratifying
this Fourth Addendum.

12. BROKER REPRESENTATION.  Landlord and Tenant represent to one another that it
has dealt with no broker in  connection  with this  Fourth  Addendum  other than
DOUGLAS, EMMETT AND COMPANY and MADISON PARTNERS. Landlord and Tenant shall hold
one  another  harmless  from and against any and all  liability,  loss,  damage,
expense, claim, action, demand, suit or obligation arising out of or relating to
a breach by the indemnifying  party of such  representation.  Landlord agrees to
pay  all  commissions  due to the  brokers  listed  above  created  by  Tenant's
execution of this Fourth Addendum.

13.  CONFIDENTIALITY.  Except for Tenant's disclosure  obligations under federal
securities laws,  Landlord and Tenant agree that the covenants and provisions of
this Fourth  Addendum  shall not be divulged to anyone not directly  involved in
the management, administration, ownership, lending against, or subleasing of the
Premises,  other than  Tenant's or  Landlord's  counsel-of-record  or leasing or
subleasing broker of record.

14. DISCLOSURE. Landlord and Tenant acknowledge that principals of Landlord have
a financial  interest in Douglas  Emmett  Realty  Advisors,  Douglas  Emmett and
Company, and P.L.E. Builders.

15.  GOVERNING LAW. The provisions of this Fourth  Addendum shall be governed by
the laws of the State of California.

16. REAFFIRMATION.  Landlord and Tenant acknowledge and agree that the Lease, as
amended  herein,  constitutes the entire  agreement by and between  Landlord and
Tenant  relating to the Premises,  and supersedes  any and all other  agreements
written or oral  between the  parties  hereto.  Furthermore,  except as modified
herein,  all other covenants and provisions of the Lease shall remain unmodified
and in full force and effect.

IN WITNESS  WHEREOF,  Landlord and Tenant have duly executed this document as of
the day and year written below.

LANDLORD:                                     TENANT:

DOUGLAS EMMETT JOINT VENTURE,                 GRAND HAVANA ENTERPRISES,
a California general partnership              a Delaware corporation

By: DOUGLAS, EMMETT AND COMPANY,
    a California corporation,                 By: /s/ Stanley Shuster
    its agent                                     ------------------------------
                                              Name: Stanley Shuster
                                                   -----------------------------
By: /s/ Michael J. Means                      Title: President
    ---------------------------------               ----------------------------
    Michael J. Means, Vice President
                                              By:
Dated: 2/12/04                                   -------------------------------
      -------------------------------         Name:
                                                   -----------------------------
                                              Title:
                                                    ----------------------------
                                              Dated:
                                                    ----------------------------

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