EXHIBIT 10.9

                              EMPLOYMENT AGREEMENT

            THIS  EMPLOYMENT  AGREEMENT  ("Agreement")  is made and entered into
this 1st day of June,  2003,  by and  between  GRAND  HAVANA  ENTERPRISES,  INC.
("Company"),  a Delaware  corporation,  and STANLEY SHUSTER  ("Employee"),  with
reference to the following facts:

            WHEREAS,  Company  wishes  to  continue  to  employ  Employee  as  a
full-time  employee of Company,  and Employee wishes to accept such  employment,
upon the terms and conditions set forth herein.

            NOW, THEREFORE, in consideration of the terms and conditions and the
mutual  agreements  and covenants set forth herein,  the parties hereto agree as
follows:

            1. SCOPE OF EMPLOYMENT; TERMINATION OF PRIOR AGREEMENT.

                  1.1  Capacity.  Company  hereby  agrees to  continue to employ
Employee,  and Employee hereby accepts such  employment,  as President and Chief
Executive  Officer of Company during the term of this Agreement.  Employee shall
report to the Board of  Directors of Company and perform the services and duties
customarily  incident to such office and as otherwise  decided upon by the Board
of Directors.

                  1.2  Devotion  of  Services.  Employee  shall  be a  full-time
employee  of  Company  during  the term of this  Agreement.  Employee  shall not
participate  in any  activities  which may interfere  with his duties  hereunder
and/or which are competitive with Employer's activities.  Employee shall perform
and discharge well and faithfully those duties assigned him by Company.

                  1.3 Prior  Agreements.  This Agreement  supersedes any and all
prior  employment  agreements  entered into between Company and Employee ("Prior
Employment  Agreements")  and the parties hereby agree that the Prior Employment
Agreements are hereby terminated.

            2. TERM.  Subject to  Section 5 herein,  the term of this  Agreement
shall  commence as of June 1, 2003,  and shall continue and remain in full force
and effect for a period of three (3) years.  However,  in the event that Company
thereafter  continues  to  employ  Employee,  this  Agreement  shall  be  deemed
automatically renewed upon the same terms and conditions set forth herein except
(a) that the  parties  may  mutually  agree to revise any of the terms set forth
herein, and (b) the employment relationship will be on an "at will" basis, which
means that, subject to Section 5.4 herein,  either Company or Employee may elect
to terminate the employment  relationship at any time for any reason whatsoever,
with or without cause.
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            3. COMPENSATION.

                  3.1 Salary and Bonus. In  consideration  of the services to be
rendered  by Employee  hereunder,  including  without  limitation  any  services
rendered  as an officer or director of Company or any  subsidiary  or  affiliate
thereof,  during the term of this  Agreement  Company  shall pay to Employee the
following:

                  (a) A salary in the amount of $246,235.00 per annum. The Board
of  Directors  may, at its sole and  absolute  discretion,  increase  Employee's
salary;  provided,  however,  Employee's annual salary shall be increased at the
end of each twelve (12) month period by at least 10% over the previous year.

                  (b) The  Company's  Board of  Directors  may, but shall not be
obligated  to,  award  bonuses to Employee  based upon his  performance  and the
Company's profitability.

                  (c) All  payments to Employee  shall be subject to the regular
withholding requirements of all appropriate governmental taxing authorities.

                  3.2 Other Benefits.  Employee shall be entitled to participate
in any medical and insurance  plan which  Company is presently  providing or may
provide to its senior executives.  Employee  acknowledges that the terms of such
plans may change from time to time.

                  3.3  Expenses.  Company will advance to or reimburse  Employee
for all  reasonable  travel and  entertainment  required  by  Company  and other
reasonable  expenses  incurred by Employee in connection with the performance of
his  services  under  this  Agreement  in  accordance  with  Company  policy  as
established from time to time. In addition, Employee shall receive an automobile
lease  allowance of $600.00 per month.  Employee  shall be  responsible  for and
shall pay for insurance, gas, maintenance and repairs of said automobile.

            4. CONFIDENTIALITY.

                  4.1  Restrictions on Use of Trade Secrets and Records.  During
the term of his employment,  Employee will have access to and become  acquainted
with  various  trade  secrets of  Company,  consisting  of  formulas,  patterns,
devices, secret Inventions,  processes, compilations of information, records and
specifications (collectively "Trade Secrets"), all of which are owned by Company
and used in the  operation of Company's  business.  Additionally,  Employee will
have access to and may become acquainted with various files,  records,  customer
lists, documents, drawings, specifications, equipment and similar items relating
to the business of Company (collectively "Confidential  Information").  All such
Trade Secrets and Confidential Information, whether they are designed, conceived
or prepared by Employee or come into  Employee's  possession or knowledge in any
other way, are and shall remain the exclusive  property of Company and shall not
be removed  from the  premises  of Company  under any  circumstances  whatsoever
without the prior written consent of Company.  Employee promises and agrees that
he will not use for himself or for  others,  or divulge or disclose to any other
person  or  entity,  directly  or  indirectly,  either  during  the  term of his
employment by Company or at any time thereafter,  for his own benefit or for the
benefit of any other person or entity or for any reason  whatsoever,  any of the
Trade  Secrets  or  Confidential  Information  described  herein,  which  he may
conceive, develop, obtain or learn about during or as a result of his employment
by Company unless specifically authorized to do so in writing by Company.


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                  4.2  Non-Interference.  Employee  recognizes  that Company has
invested   substantial  effort  in  assembling  its  present  employees  and  in
developing its customer base. As a result, and particularly because of Company's
many types of confidential business  information,  Employee understands that any
solicitation  of a customer or employee of Company,  in an effort to get them to
change business  affiliations,  would  presumably  involve a misuse of Company's
confidences,  Trade Secrets and  Confidential  Information.  Employee  therefore
agrees  that,  for a  period  of one (1)  year  from  the  later  of the date of
termination of Employee's  employment with Company for any reason  whatsoever or
the  receipt by  Employee  of any  compensation  paid to  Employee  by  Company,
Employee  will not  influence,  or attempt to influence,  existing  employees or
customers  of Company in an attempt to divert,  either  directly or  indirectly,
their services or business from Company.

            5. TERMINATION OF AGREEMENT.

                  5.1 Termination by Company.  Company may terminate  Employee's
employment  hereunder  at any time for cause  without  payment of  severance  or
similar  benefits.  For  purposes of this Section  5.1,  "cause"  shall mean the
following  events:  (a) any willful  breach of duty by Employee in the course of
his  employment,  (b) the  breach  of any  provision  of this  Agreement  or any
misrepresentation by Employee hereunder,  (c) misconduct,  neglect or negligence
in  the  performance  of  Employee's  duties  and  obligations,   (d)  disloyal,
dishonest,  willful  misconduct,   illegal,  immoral  or  unethical  conduct  by
Employee, (e) such carelessness or inefficiency in the performance of his duties
that  Employee is unfit to  continue  in the service of Company,  (f) failure of
Employee to comply with the policies or directives of Company  and/or failure to
take  direction  from  Company's  Board of Directors,  or (g) such other conduct
which is  substantially  detrimental to the best interests of Company.  Any such
termination shall become effective upon delivery of written notice to Employee.

                  5.2  Termination  by  Employee.  Employee  may  terminate  his
employment  hereunder  at any time for cause.  For purposes of this Section 5.2,
"cause"  shall mean the breach of any  provision  of this  Agreement  by Company
which is not cured  within  thirty  (30) days after  Employee  delivers  written
notice to the Company's Board of Directors describing such breach. If the breach
is not so cured within such thirty (30) days after delivery of such notice,  the
termination of employment  shall become  effective  after the expiration of such
cure period.

                  5.3 Death or Disability.  Employee's  employment  with Company
shall cease upon the date of his death. In the event Employee becomes physically
or  mentally  disabled so as to become  unable for more than one hundred  eighty
(180) days in the  aggregate  in any twelve  (12)  month  period to perform  his
duties on a full-time basis with reasonable accommodations,  Company may, at its
sole discretion, terminate this Agreement and Employee's employment.


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<PAGE>

                  5.4 Termination Following Automatic Renewal. In the event that
this Agreement is automatically  renewed pursuant to Paragraph 2 herein,  either
Company or Employee may terminate  Employee's  employment  hereunder at any time
and for any reason  whatsoever,  with or without  cause,  upon  thirty (30) days
prior written notice delivered to the other party.

                  5.5 Effect of Termination.  Upon the termination of Employee's
employment  hereunder or the expiration or  termination  of the  Agreement,  (a)
Company shall pay Employee all  compensation  accrued and  outstanding as of the
date of such termination or expiration,  and (b) notwithstanding anything to the
contrary  contained  herein,  the rights  and  obligations  of each party  under
Paragraphs  4 and  7  herein  shall  survive  such  termination  or  expiration.
Notwithstanding  anything to the contrary contained in this Agreement, if, prior
to the  end of the  initial  three  (3)  year  term,  Employer  terminates  this
Agreement  without cause,  Employee shall continue to be entitled to receive all
of the  compensation  and other  benefits  provided  for in  Paragraph 3 for the
remainder  of said three (3) year term  without any  deduction or offset for any
compensation earned or received by Employee from any other sources.

            6.  EMPLOYEE'S  REPRESENTATIONS.  As an  inducement  for  Company to
execute this  Agreement,  Employee  represents  and warrants to Company that the
negotiation,  execution and delivery of this Agreement by Employee together with
the performance of his  obligations  hereunder does not breach or give rise to a
breach under any employment, confidentiality, non-disclosure, non-competition or
any other agreement, written or oral, to which Employee is a party.

            7. EQUITABLE REMEDIES.

                  7.1 Injunctive Relief.  Employee  acknowledges and agrees that
the covenants set forth in Paragraph 4 herein are  reasonable  and necessary for
protection of Company's business interests,  that irreparable injury will result
to Company if Employee  breaches any of the terms of said covenants and that, in
the event of Employee's actual or threatened  breach of said covenants,  Company
will have no adequate  remedy at law.  Employee  accordingly  agrees that in the
event of actual or threatened breach of any of such covenants,  Company shall be
entitled to immediate  injunctive and other equitable  relief,  without bond and
without the necessity of showing  actual  monetary  damages.  Nothing  contained
herein  shall be  construed  as  prohibiting  Company  from  pursuing  any other
remedies  available to it for such breach or  threatened  breach,  including the
recovering  of any damages  which it is able to prove.  Each of the covenants in
Paragraph  4 shall  be  construed  as  independent  of any  other  covenants  or
provisions of this Agreement.  In the event of any judicial  determination  that
any of the covenants set forth in Paragraph 4 herein or any other  provisions of
the Agreement are not fully  enforceable,  it is the intention and desire of the
parties  that the court  treat said  covenants  as having  been  modified to the
extent deemed  necessary by the court to render them  reasonable and enforceable
and that the court enforce them to such extent.

                  7.2 Specific  Enforcement.  Employee  agrees and  acknowledges
that he is  obligated  under this  Agreement  to render  services  of a special,
unique, unusual,  extraordinary and intellectual character,  thereby giving this
Agreement  peculiar  value,  so that the loss thereof could not be reasonable or
adequately compensated in damages in an action at law. Therefore, in addition to
other remedies provided by law, Company shall have the right, during the term of
this Agreement,  to obtain specific performance hereof by Employee and to obtain
injunctive  relief  against the  performance  of service  elsewhere  by Employee
during the term of this Agreement.


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            8. GENERAL.

                  8.1  Entire  Agreement.  This  Agreement  contains  the entire
understanding  between  the  parties  hereto and  supersedes  all other oral and
written  agreements  or  understandings  between  them  relating  to  Employee's
employment with Company.

                  8.2 Amendment.  This  Agreement may not be modified,  amended,
altered  or  supplemented  except by  written  agreement  between  Employee  and
Company.

                  8.3 Counterparts. This Agreement may be executed in two (2) or
more  counterparts,  each of which shall be deemed an original  but all of which
together shall constitute one and the same instrument.

                  8.4 Jurisdiction.  Each party hereby consents to the exclusive
jurisdiction  of the state and federal  courts  sitting in Los  Angeles  County,
California, in any action on a claim arising out of, under or in connection with
this Agreement or the  transactions  contemplated by this Agreement.  Each party
further agrees that personal jurisdiction over him may be effected by service of
process by  registered  or certified  mail  addressed as provided in Section 8.9
herein,  and that when so made shall be as if served upon him personally  within
the State of California.

                  8.5  Expenses.  In the  event an action at law or in equity is
required to enforce or interpret the terms and conditions of this Agreement, the
prevailing  party shall be entitled to reasonable  attorney's  fees and costs in
addition to any other relief to which that party may be entitled.

                  8.6 Interpretation. The headings herein are inserted only as a
matter of convenience and reference, and in no way define, limit or describe the
scope of this Agreement or the intent of any provisions thereof. No provision of
this document is to be  interpreted  for or against any party because that party
or party's legal representative drafted it.

                  8.7  Successors and Assigns.  This Agreement  shall be binding
upon,  and  inure to the  benefit  of,  the  parties  hereto  and  their  heirs,
successors, assigns and personal representatives. As used herein, the successors
of Company shall include, but not be limited to, any successor by way of merger,
consolidation,  sale  of all or  substantially  all of  its  assets  or  similar
reorganization.  In no event may Employee assign any rights or duties under this
Agreement.

                  8.8   Controlling   Law;   Severability.   The   validity  and
construction  of this Agreement or of any of its provisions  shall be determined
under  the  laws of the  State  of  California.  Should  any  provision  of this
Agreement  be  invalid  either due to the  duration  thereof or the scope of the
prohibited activity,  such provision shall be limited by the court to the extent
necessary  to make it  enforceable  and, if invalid for any other  reason,  such
invalidity  or  unenforceability  shall not  affect or limit  the  validity  and
enforceability of the other provisions hereof.


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                  8.9  Notices.  Any notice  required or  permitted  to be given
under  this  Agreement  shall be  sufficient  if in  writing  and if  personally
received by the party to whom it is sent or delivered,  or if sent by registered
or certified  mail,  postage  prepaid,  to  Employee's  residence in the case of
notice to Employee, or to its principal office if to Company. A notice is deemed
received or delivered on the earlier of the day received or three (3) days after
being sent by  registered  or  certified  mail in the manner  described  in this
Section.

                  8.10  Waiver of Breach.  The  waiver by any party  hereto of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach.

            IN WITNESS WHEREOF,  the parties hereto have executed this Agreement
as of the day and year first above written.

                                         GRAND HAVANA ENTERPRISES,INC


                                          By: /s/ Stanley Shuster
                                             -----------------------------------
                                             Stanley Shuster, President


                                             /s/ Stanley Shuster
                                             -----------------------------------
                                             STANLEY SHUSTER


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