TERMINATION OF PROMISSORY NOTE

When countersigned by you below, this letter will set forth our understanding and constitute our agreement as to the following:

As of September 26, 2004, Grand Havana Enterprises, Inc. (the “ Company ”) is indebted to you in the total amount of $2,435,050.42, which represents $1,722,974.31 in principal and $712,076.11 in unpaid interest accrued as of the date hereof, as a result of that certain Promissory Note, dated March 1, 2004, in the principal amount of $2,500,900.81 (the “ Outstanding Promissory Note ”). You hereby acknowledge and agree that the Ou