Exhibit 10.10

                      AMENDED AND RESTATED PROMISSORY NOTE

$2,435,050.42                                           Los Angeles, California
                                                             September 26, 2004

      GRAND HAVANA ENTERPRISES,  INC., a Delaware corporation (the "Maker"), and
HARRY  SHUSTER,  an  individual  (the  "Holder"),  hereby amend and restate that
certain  Promissory Note dated March 1, 2004 made by Maker in favor of Holder to
read in its entirety as follows:

      Maker, for value received,  hereby promises to pay to the order of Holder,
without offset or counterclaim,  at such place as Holder may specify in writing,
the sum of  $2,435,050.42,  which  represents  $1,722,974.31  in principal  (the
"Principal  Amount") and $712,076.11 in unpaid  interest  accrued as of the date
hereof (the "Unpaid  Interest  Amount"),  together  with simple  interest on the
Principal  Amount,  as it exists from time to time,  at the rate of five percent
(5%) per annum until paid in full,  which  interest  shall begin to accrue as of
the date hereof.

      The unpaid  Principal  Amount and Unpaid  Interest  Amount and all accrued
interest on the Principal Amount shall be due and payable in full at maturity on
September 30, 2007 (the "Maturity Date"),  provided,  however, Maker promises to
pay to Holder successive  monthly  installments of $10,000 or more commencing on
October 1, 2004 and continuing on the first day of each month  thereafter  until
the Maturity Date.

      The  Principal  Amount,  the Unpaid  Interest  Amount and  interest on the
Principal  Amount  shall be  payable  in lawful  money of the  United  States of
America in immediately  available  funds without  defense or counterclaim of any
kind.

      The Principal  Amount,  the Unpaid Interest Amount and interest under this
Promissory  Note may be prepaid in whole or in part at any time by Maker without
any prepayment penalty or premium.  Any payments made under this Promissory Note
shall be applied  first to the unpaid  Principal  Amount  and the  remainder  to
interest.

      The occurrence of any of the following  events with respect to Maker shall
cause the entire unpaid  Principal Amount and the Unpaid Interest Amount and all
accrued and unpaid  interest on the Principal  Amount to become  immediately due
and payable without the necessity for any demand on Maker:  (i) a sale of all or
substantially all of the assets of Maker; or (ii) a change in control of Maker.

      Notwithstanding  anything to the  contrary  contained  in this  Promissory
Note,  the  interest  rate charged  hereunder  shall not exceed the maximum rate
allowable by applicable law. If the stated  interest rate hereunder  exceeds the
maximum  allowable  rate, then the interest rate shall be reduced to the maximum
allowable  rate,  and any excess  payment of interest  made by Maker at any time
shall be applied to any unpaid or future  payments due to Holder  hereunder  (or
returned to Maker if no such payments are or will become due).

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      Maker hereby waives  presentment,  demand,  protest and notice of dishonor
and protest,  and also waives all other  exemptions.  Maker shall pay to Holder,
upon demand, all costs and expenses,  including, without limitation,  reasonable
attorneys'  fees and court costs,  that may be incurred by Holder in  connection
with the enforcement of this Promissory Note,  whether or not suit is filed. Any
failure by Holder to exercise  any right  hereunder  shall not be construed as a
waiver of the right to  exercise  the same or any  other  right at any time.  No
amendment  to or  modification  of this  Promissory  Note shall be binding  upon
Holder unless in writing and signed by Holder.  Any provision of this Promissory
Note found to be illegal,  invalid or  unenforceable  for any reason  whatsoever
shall not affect the  validity,  legality  or  enforceability  of the  remainder
hereof.

      Holder may sell, transfer, pledge, encumber or assign this Promissory Note
without the consent of Maker.  This  Promissory Note shall apply to and bind the
successors  and assigns of Maker and shall  inure to the benefit of Holder,  its
successors and assigns.

      THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF  CALIFORNIA,  WITHOUT  REGARD TO THE  CONFLICTS OF LAWS
PRINCIPLES THEREOF.

      MAKER HEREBY WAIVES AND COVENANTS  THAT MAKER WILL NOT ASSERT  (WHETHER AS
PLAINTIFF,  DEFENDANT OR  OTHERWISE)  ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN
RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR
BASED UPON THIS  PROMISSORY  NOTE,  THE SUBJECT  MATTER  HEREOF OR ANY  DOCUMENT
RELATING  HERETO,  IN EACH CASE  WHETHER NOW  EXISTING OR  HEREAFTER  ARISING OR
WHETHER IN CONTRACT OR IN TORT OR OTHERWISE.

      IN WITNESS  WHEREOF,  each of Maker and Holder has caused this Amended and
Restated Promissory Note to be executed by a duly authorized person.


                                        GRAND HAVANA ENTERPRISES, INC.,
                                        a Delaware corporation


                                        By: /s/ Stanley Shuster
                                            ------------------------------------
                                            Name:  Stanley Shuster
                                            Title:    President


                                            /s/ Harry Shuster
                                            ------------------------------------
                                            HARRY SHUSTER, Individually


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