Exhibit 10.12

                      AMENDED AND RESTATED PROMISSORY NOTE

$798,785.98                                             Los Angeles, California
                                                             September 26, 2004

      GRAND HAVANA ENTERPRISES,  INC., a Delaware corporation (the "Maker"), and
UNITED FILM DISTRIBUTORS,  INC., a Delaware  corporation (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 the  Holder  may  specify in
writing, the sum of $798,785.98,  which represents $463,635.16 in principal (the
"Principal  Amount") and $335,150.82 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 the Unpaid Interest Amount and
all accrued but unpaid interest on the Principal Amount shall be due and payable
in full  upon the  earlier  of:  (i) a sale of all or  substantially  all of the
assets of Maker; (ii) a change in control of Maker; or (iii) September 30, 2007.

      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 the  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.

      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).

      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.

<PAGE>

      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


                                        UNITED FILM DISTRIBUTORS, INC.,
                                        a Delaware corporation


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


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