AMERICAN VANTAGE COMPANIES
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>v01695_ex10-4.txt
<TEXT>


                                                                  EXECUTION COPY



                              SECURED NEGOTIABLE
                               PROMISSORY NOTE



$965,712.00                                             DATE: FEBRUARY 3, 2004

                                                     MATURES: FEBRUARY 3, 2006


      FOR VALUE RECEIVED, American Vantage Media Corporation, a Nevada
corporation, as maker, having its principal offices at 4735 S. Durango Drive,
Suite 105, Las Vegas, Nevada 89147 (the "Payor"), hereby unconditionally
promises to pay to the order of Clara Spalter Miller, an individual whose
address is 420 Round Hill Road, Greenwich, Connecticut 06831 as payee, (the
"Payee") at 420 Round Hill Road, Greenwich, Connecticut 06831 or at such other
place as the holder hereof may from time to time designate in writing, the
principal sum of Nine Hundred Sixty-Five Thousand Seven Hundred Twelve Dollars
($965,712.00) in lawful money of the United States of America with interest
thereon to be computed from the date of this note (the "Note") at the Interest
Rate (defined below) and in accordance with the terms of this Note. This Note is
executed and delivered pursuant to the terms of a Stock Purchase Agreement dated
February 3, 2004 (the "Agreement") among the Payor, Wellspring Media, Inc., a
Delaware corporation (the "Guarantor"), Al Cattabiani ("Cattabiani"), Carl
Seldin Koerner ("Koerner"), Lee Miller ("Miller") and Clara Spalter Miller
("Spalter Miller"). Capitalized terms used but not defined herein shall have the
meanings set forth in the Agreement.

1.    INTEREST. Interest on the unpaid principal balance due hereunder shall
      accrue at the rate of seven percent (7%) per annum. Interest shall be
      calculated on the basis of a 365 day year.

2.    PAYMENT TERMS. The Payor shall make to the Payee, at the address set forth
      above or as the Payee shall otherwise direct, equal quarterly payments of
      interest, each in the amount of $16,899.96 on May 3, 2004, August 3, 2004,
      November 3, 2004, February 3, 2005, May 3, 2005, August 3, 2005, November
      3, 2005 and February 3, 2006 (each, a "Payment Date"). The entire
      principal balance and all accrued and unpaid interest thereon shall be due
      and payable on February 3, 2006 (the "Maturity Date").

3.    APPLICATION OF PAYMENTS. Payments under this Note shall be applied first
      to the payment of late fees and other costs and charges due in connection
      with this Note, as Payee determines in its sole discretion, then to the
      payment of accrued but unpaid interest, and then to reduction of the
      outstanding principal balance. All amounts due under this Note shall be
      payable without setoff, counterclaim or any other deduction whatsoever.

4.    GUARANTY AND SECURITY. The obligations of the Payor pursuant to this Note
      have been guaranteed by the Guarantor pursuant to the terms of a Guaranty
      Agreement of even date herewith (the "Guaranty"). The Note is secured
      pursuant to the terms of a Security Agreement (the "Security Agreement")
      given by the Guarantor to Miller, as agent for the Payee and other Sellers
      under the Agreement (the "Agent"), encumbering certain assets of the
      Guarantor (the "Assets"), as more particularly described therein, and a

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      Pledge Agreement (the "Pledge") of even date herewith given by the Payor
      to the Agent pursuant to which the Payor has pledged the stock of the
      Guarantor (the "Stock").

5.    PARI PASSU. The Note and each of the other Senior Secured Notes of even
      date herewith from the Payor to the Sellers rank and will rank pari passu
      in right of payment.

6.    DEFAULT AND ACCELERATION. The occurrence of any of the following shall
      constitute an event of default ("Event of Default") under this Note: (a)
      if any payment required in this Note is not paid (i) prior to the tenth
      (10th) day after a Payment Date; or (ii) on the Maturity Date; (b) on the
      occurrence of any default by the Payor or the Guarantor, after the
      expiration of any applicable notice and grace periods, hereunder or under
      the terms of the Agreement, the Security Agreement, the Guaranty or the
      Pledge; (c) any representation or warranty made or deemed made by the
      Payor or the Guarantor shall prove to have been incorrect in any
      substantial or material respect on or as of the date made or deemed made;
      (d) if Guarantor or Payor shall: admit in writing its inability to pay its
      debts generally as they become due; file a petition for relief under the
      bankruptcy laws or a petition to take advantage of any insolvency act;
      make an assignment for the benefit of creditors; commence a proceeding for
      the appointment of a receiver, trustee, liquidator or conservator of
      itself or the whole or any substantial part of its property; file a
      petition or answer seeking reorganization or arrangement or similar relief
      under the Federal Bankruptcy Laws or any other applicable law or statute
      of the United States or any State; or if Guarantor or Payor shall be
      adjudged bankrupt or insolvent, or a court of competent jurisdiction shall
      enter any order, judgment or decree appointing a receiver, trustee,
      liquidator or conservator of Guarantor or Payor or of the whole or any
      substantial part of the property of Guarantor or Payor or approves a
      petition filed against Guarantor or Payor seeking reorganization or
      similar relief under the Federal Bankruptcy Laws or any other applicable
      law or statute of the United States or any State; or; (e) if the Payor or
      the Guarantor shall cease doing business; (f) upon the declared default of
      any indebtedness of the Payor or the Guarantor by any lender; (g) if a
      court of competent jurisdiction determines that the Security Agreement or
      the Pledge ceases to create a valid first priority security interest,
      perfected, to the extent such interest is perfected by a financing
      statement, in and to the property subject to such agreement subject only
      to the security interest of the Atlantic Bank of New York pursuant to the
      Accounts Financing and Security Agreement and the Covenant Supplement to
      Accounts Financing Security Agreement, each dated August 1, 2003 between
      Atlantic Bank of New York and Payor (together, the "Atlantic Bank Security
      Agreement"), or Permitted Liens thereunder, or shall cease to be in full
      force and effect or are null and void, or the validity or enforceability
      of any security agreement shall be contested by Payor or Guarantor such
      party shall deny it has any further liability or obligation under such
      agreement; (h) if the Payor or the Guarantor shall have a judgment entered
      against it in excess of $20,000 which is not covered by insurance or
      bonded within 90 days or the Payor or the Guarantor shall fail to pay or
      remit any tax when due; (i) except as permitted pursuant to the Security
      Agreement, the Payor or the Guarantor shall grant any security interest in
      any of its assets or stock; or (j) if all or any part of the Collateral
      held pursuant to the Security Agreement or the Stock held pursuant to the

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      Pledge shall be sold, transferred or assigned, without the prior written
      consent of Secured Parties in violation of the Security Agreement or the
      Pledge; (k) if Guarantor or Payor shall merge or consolidate or agree to
      merge or consolidate with or into any other entity (except for a merger in
      which Payor or Guarantor, as the case may be, is the surviving entity and
      provided however that in the event of any merger or consolidation by
      Guarantor or Payor notice of such merger shall be provided to the Payees
      no less than ten (10) days prior to any proposed merger) or shall sell,
      lease or other dispose of all or substantially all of its assets; (l) the
      loss, theft, substantial damage or destruction to or of the Collateral,
      not otherwise fully insured or the making or granting of any levy,
      seizure, attachment, execution or prejudgment remedy, upon the Collateral,
      the Stock, or the property of the Guarantor or Payor, where such levy,
      seizure, attachment, execution or prejudgment remedy is not discharged or
      released within forty-five (45) days after being granted; (m) if all or
      any part of the Stock shall be sold, transferred or assigned, or shall be
      further encumbered, hypothecated, mortgaged, or made subject to any other
      lien or security interest, without the prior written consent of Payee; (n)
      if Guarantor shall increase the amount of the loan with Atlantic Bank of
      New York.

      Upon the occurrence and during the continuance of an Event of Default, the
      Payee may declare: (i) the indebtedness of this Note, and (ii) interest,
      default interest, late charges and other sums, as provided in this Note,
      immediately due and payable.

7.    DEFAULT INTEREST. Payor agrees that upon the occurrence of an Event of
      Default, the Payee shall be entitled to receive and Payor shall pay
      interest on the entire unpaid principal sum of this Note at a per annum
      rate equal to the lower of twelve percent (12%) or the maximum interest
      rate permitted by law, (the "Default Rate"). The Default Rate shall be
      computed from the occurrence of the Event of Default until all Obligations
      (as defined in the Security Agreement) are paid in full. Interest
      calculated at the Default Rate shall be deemed secured by the Security
      Agreement. This clause, however, shall not be construed as an agreement or
      privilege to extend the date of the payment of the Obligations, nor as a
      waiver of any other right or remedy accruing to Payee by reason of the
      occurrence of any Event of Default.

8.    LATE CHARGE. If any payment payable under this Note is not paid prior to
      the tenth (10th) day after the applicable Payment Date, Payor shall pay to
      Payee, upon demand, an amount equal to five percent (5%) of any sums due
      or payable, and this amount shall be secured by the Security Agreement and
      the Pledge Agreement. This clause, however, shall not be construed as an
      agreement or privilege to extend the date of the payment of the
      Obligations, nor as a waiver of any other right or remedy accruing to
      Payee by reason of the occurrence of any Event of Default.

9.    PREPAYMENT. The outstanding principal balance of this Note, together with
      all accrued and unpaid interest, may be prepaid, in whole but not in part,
      at any time during the term hereof, without penalty. The Payor shall
      notify the Payee in writing prior to making a prepayment.

10.   ASSIGNMENT. This Note is freely assignable by the Payee or subsequent
      holder at any time.

11.   LOAN CHARGES. This Note is subject to the express condition that at no
      time shall the Payor be obligated or required to pay interest on the
      principal balance due hereunder at a rate which could subject the Payee to

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      either civil or criminal liability as a result of being in excess of the
      maximum interest rate which the Payor is permitted by applicable law to
      contract or agree to pay. If, by the terms of this Note, Payor is at any
      time required or obligated to pay interest hereunder at a rate in excess
      of such maximum rate, the Interest Rate or the Default Rate, as the case
      may be, shall be deemed to be immediately reduced to such maximum rate and
      all previous payments in excess of the maximum rate shall be deemed to
      have been payments in reduction of principal and not on account of the
      interest due hereunder, and any excess remaining shall be refunded to the
      Payor or applied against unpaid principal at the option of the Payee. All
      sums paid or agreed to be paid to the Payee for the use, forbearance, or
      detention of the Obligations, shall, to the maximum extent permitted by
      applicable law, be amortized, prorated, allocated, and spread throughout
      the full stated period until payment in full of the principal (including
      the period of any renewal or extension hereof) so that the rate or amount
      of interest on account of the Obligations does not exceed the maximum
      lawful rate of interest from time to time in effect and applicable to the
      Obligations for so long as the Obligations are outstanding. In determining
      whether or not the interest paid or payable hereunder exceeds the maximum
      lawful rate, the Payee may utilize any law, rule or regulation in effect
      from time to time and available to the Payee.

12.   WAIVERS The Payor hereby waives presentment and demand for payment, notice
      of dishonor, protest and notice of protest and non-payment and all other
      notices of any kind, and consents to the extensions of the time of
      payment, release, surrender or substitution of security or forbearance or
      other indulgence without notice. No release of any security for the
      Obligations or extension of time for payment of this Note or any
      installment hereof, and no alteration, amendment or waiver of any
      provision of this Note, the Agreement, the Pledge, the Guaranty or the
      Security Agreement made by agreement between the Payee, Guarantor or any
      other person or party shall release, modify, amend, waive, extend, change,
      discharge, terminate or affect the liability of the Payor for the payment
      of all or any part of the Obligations. No notice to or demand on the Payor
      shall be deemed to be a waiver of the obligation of the Payor or of the
      right of the Payee to take further action without further notice or demand
      as provided for in this Note, the Agreement, the Pledge, the Guaranty or
      the Security Agreement.

13.   GOVERNING LAW. This Note shall be governed, construed, applied and
      enforced in , accordance with the laws of the State New York and shall be
      binding upon the Payor and its successor and assigns. This Note shall
      inure to the benefit of the Payee and his successors and assigns.

14.   CONSENT TO JURISDICTION. The Payor irrevocably consents to the exclusive
      jurisdiction of the United States federal courts and the state courts
      located in the State and County of New York with respect to any suit or
      proceeding based on or arising under this Note and irrevocably agrees that
      all claims in respect of such suit or proceeding may be determined in such
      courts.

15.   NOTICES. All notices required or permitted hereunder shall be given as
      provided in the Agreement.

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16.   MISCELLANEOUS.

      (a)   Wherever pursuant to this Note it is provided that the Payor pay any
            costs and expenses, such costs and expenses shall include, but not
            be limited to, reasonable legal fees and disbursements of the Payee,
            whether with respect to retained firms, the reimbursement for the
            expenses of in-house staff, or otherwise. The Payor shall pay to the
            Payee on demand any and all expenses, including legal expenses and
            reasonable attorneys' fees (at all levels including appeals),
            incurred or paid by Payee in enforcing this Note, whether or not any
            legal proceeding is commenced hereunder, together with interest
            thereon at the Default Rate from the date paid or incurred by Payee
            until such expenses are paid by the Payor.

      (b)   This Note may not be modified, amended, waived, extended, changed,
            discharged or terminated orally or by any act or failure to act on
            the part of the Payor or the Payee, but only by an agreement in
            writing signed by the party against whom enforcement of any
            modification, amendment, waiver, extension, change, discharge or
            termination is sought.

      (c)   Whenever used, the singular number shall include the plural, the
            plural number shall include the singular, and the words "Payee" and
            "Payor" shall include their respective successors, assigns, heirs,
            executors and administrators.

      (d)   The headings of this Note are for convenience only and are not to
            affect the construction of or to be taken into account in
            interpreting the substance of this Note.

      (e)   Time is of the essence hereunder.

      (f)   A determination that any provision of this Note is unenforceable or
            invalid shall not affect the enforceability or validity of any other
            provision and a determination that the application of any provision
            of this Note to any person or circumstance is illegal or
            unenforceable shall not affect the enforceability or validity of
            such provision as it may apply to other persons or circumstances.
            The remaining provisions of this Note shall remain operative and in
            full force and effect and shall in no way be affected, prejudiced or
            disturbed thereby.

      (g)   The Payor waives any right it may have to assert a set-off of any
            nature or counterclaim and cross claims of any nature.

17.   WAIVER OF TRIAL BY JURY. PAYOR AND PAYEE, BY ITS ACCEPTANCE HEREOF, EACH
      HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL
      BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT,
      TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE OBLIGATIONS
      EVIDENCED BY THIS NOTE, THE AGREEMENT, THE GUARANTY, THE PLEDGE OR THE
      SECURITY AGREEMENT OR ANY ACTS OR OMISSIONS OF ANY PARTY OR ANY OF THEIR
      RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION
      THEREWITH. THIS WAIVER OF THE RIGHT TO TRIAL BY JURY IS A MATERIAL
      INDUCEMENT TO THE PAYEE FOR THE PAYEE TO ENTER INTO THE TRANSACTION
      EVIDENCED HEREBY.

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18.   SUBORDINATION. THIS INSTRUMENT IS SUBJECT TO THE AGREEMENT OF
      SUBORDINATION DATED AS OF FEBRUARY 3, 2004 AMONG ATLANTIC BANK OF NEW YORK
      (THE "BANK"), CLARA SPALTER MILLER AND AMERICAN VANTAGE MEDIA CORPORATION,
      WHICH AMONG OTHER THINGS SUBORDINATES THE PAYOR'S OBLIGATIONS HEREUNDER TO
      THE PRIOR PAYMENT OF CERTAIN OBLIGATIONS OWING TO THE BANK.



                            SIGNATURE PAGE FOLLOWS

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      IN WITNESS WHEREOF, Payor has duly secured this Note as of the day and
date first above written.


SIGNED AND DELIVERED IN THE PRESENCE OF  PAYOR
                                           AMERICAN VANTAGE MEDIA CORPORATION




                                         By:
---------------------------------------        ---------------------------------

Print Name:                              Name:
           ----------------------------        ---------------------------------

                                         Title:
                                               ---------------------------------

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                        ACKNOWLEDGMENT IN NEW YORK STATE





STATE OF NEW YORK           )
                            SS.:
COUNTY OF _________________ )


      On February _____, 2004 before me, the undersigned, personally appeared
_________________________ personally known to me or proved to me on the basis of
satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within Agreement and acknowledged to me that he/she/they executed the
same in his/her/their capacity(ies), and that by his/her/their signature(s) on
the Agreement, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the Agreement.





                                       -----------------------------------------
                                       (signature and office of individual
                                         taking acknowledgment)

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