NORTH ATLANTIC TRADING CO INC
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>a8-13ex10_4.txt
<TEXT>
                                                                    Exhibit 10.4


                             SECURED PROMISSORY NOTE

U.S. $475,071.30                                                 March 31, 2002

                  FOR VALUE RECEIVED, the undersigned, Thomas F. Helms, Jr. (the
"Maker"), HEREBY PROMISES TO PAY to the order of North Atlantic Trading Company,
Inc. (together with any successor in interest or assignee thereof, the "Payee")
at its offices located at 257 Park Avenue South, New York, New York, 10010-7304,
or at such other place as Payee or any holder hereof may from time to time
designate to Maker in writing, in immediately available funds the principal sum
of Four Hundred Seventy-Five Thousand Seventy One Dollars and Thirty Cents
($475,071.30), plus accrued interest as provided herein, in lawful money of the
United States, in accordance with the terms hereafter set forth.

                  Interest shall accrue on the unpaid principal balance hereof
at the fixed rate equal to five percent (5%) per annum from the date hereof
until paid in full and shall be payable in cash on each anniversary of the date
hereof. The outstanding principal amount of this Note, together with all accrued
and unpaid interest thereon shall, unless sooner accelerated, be due and payable
in full on March 31, 2008 or on the following business day if any such date is
not a business day. Interest hereunder shall be computed on the basis of the
actual number of days elapsed over the period of a 365-day year. Maker hereby
waives diligence, demand, presentment, protest and notice, and assents to
extensions of time of payments, releases, surrender or substitution of security,
or forbearance or other indulgence, without notice.

                  The payment of this Note is secured by that certain Pledge and
Security Agreement of even date herewith between the Maker, Helms Management
Corp. ("HMC") and Payee (the "Pledge and Security Agreement"), pursuant to which
each of Maker and HMC have granted a security interest to Payee in their
respective right, title and interest in and to the Pledged Collateral (as
defined in the Pledge and Security Agreement).

                  All payments shall be applied first to accrued and unpaid
interest hereunder and then to the principal balance hereof. If the Maker shall
default in the punctual payment of any sum payable hereunder or upon the
occurrence of any Event of Default under the Pledge and Security Agreement,
whether or not notice of such default is given, then: (i) all amounts
outstanding under this Note shall become immediately due and payable without any
further notice by Payee; (ii) Payee shall have the right to sell or otherwise
dispose of the Pledged Collateral in the manner set forth in the Pledge and
Security Agreement; (iii) Payee shall have the right to exercise any and all of
its rights and remedies as a secured creditor pursuant to applicable law; and
(iv) the unpaid principal balance outstanding at such date shall bear interest
at the rate equal to seven percent (7%) per annum; provided, however, that in no
case shall the rate of interest exceed the maximum amount permitted by
applicable law. The rights and remedies referred to above shall be cumulative,
nonexclusive and enforceable alternatively, successively and concurrently. Maker
acknowledges and agrees that its obligation to pay principal and interest
hereunder shall not be subject to any counterclaims, offsets or defenses against
Payee or any holder of this Note that are presently existing or which may arise
in the future.

                  This Note may be prepaid at any time, in whole or in part, at
Maker's option, and shall become due and payable in full within sixty (60) days
after Maker ceases to be employed by the Payee or any of its subsidiaries. Any

<PAGE>

prepayment shall be made without premium or penalty, and any such prepayment
shall be applied and credited first to any accrued and unpaid interest hereunder
to the date of such prepayment and the balance, if any, to the reduction of the
principal amount hereof.

                  This Note shall supercede any and all promissory notes (the
"Original Notes") issued by the Maker to Payee in respect of loans made by the
Payee to the Maker on January 4, 1999, April 20, 2001 and November 12, 2001,
each in the principal amount of $150,000. Each of the Original Notes is hereby
cancelled and discharged and shall be of no further force or effect.

                  If, after the due date for the payment of any principal or
interest hereunder, this Note is referred to an attorney for collection, Maker
shall be liable for attorneys' fees and expenses and other expenses and costs of
collection.

                  Maker hereby irrevocably consents to the jurisdiction of the
courts of the State of New York and the courts of the United States of America
located in the State of New York in connection with any action or proceeding
arising out of or related to this Note.

                  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
                  WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
                  TO THE CONFLICT OF LAW PRINCIPLES THEREOF, AND SHALL BE
                  BINDING UPON THE SUCCESSORS AND ASSIGNS OF MAKER AND SHALL
                  INURE TO THE BENEFIT OF PAYEE, ITS SUCCESSORS, ENDORSEES AND
                  ASSIGNS.

                  This Note may not be changed, modified or terminated orally,
but only by an agreement in writing signed by the party to be charged. No
extension of the date on which payment is due shall be effective unless signed
by Payee.



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<PAGE>

                  If any term or provision of this Note shall be invalid,
illegal or unenforceable, the validity of all other terms and provisions hereof
shall in no way be affected.

                  IN THE EVENT OF ANY LITIGATION WITH RESPECT TO THIS NOTE,
                  MAKER WAIVES (TO THE EXTENT PERMITTED BY LAW) THE RIGHT TO A
                  TRIAL BY JURY, ALL RIGHTS OF SET-OFF AND RIGHTS TO INTERPOSE
                  COUNTERCLAIMS AND CROSS-CLAIMS (UNLESS SUCH SET-OFF,
                  COUNTERCLAIM OR CROSS-CLAIM COULD NOT, BY REASON OF ANY
                  APPLICABLE FEDERAL OR STATE PROCEDURAL LAWS, BE INTERPOSED,
                  PLEADED OR ALLEGED IN ANY OTHER ACTION) AND THE DEFENSES OF
                  FORUM NON CONVENIENS AND IMPROPER VENUE.



                                        By:  /s/ Thomas F. Helms, Jr.
                                             ---------------------------
                                             Name: Thomas F. Helms, Jr.













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