**Exhibit
      10.11**




**AMENDED
      AND RESTATED PROMISSORY NOTE**









$798,785.98
            Los
                Angeles, CaliforniaSeptember
                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.







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




UNITED
                FILM DISTRIBUTORS, INC.,
              a
                Delaware corporationBy:
            /s/
              Brian ShusterName: Brian ShusterTitle:
              President






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