**Exhibit
        10.9**
  **AMENDED
        AND RESTATED PROMISSORY NOTE**
  
  $2,435,050.42
              Los
                  Angeles, CaliforniaSeptember
                  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).
  
 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 corporationBy:
              /s/
                Stanley ShusterName: Stanley ShusterTitle:
                President
  By:
              /s/
                Harry ShusterHARRY
                  SHUSTER, Individually








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