EXHIBIT 10.125

    $21,000,000 CONVERTIBLE SECURED PROMISSORY NOTE DATED DECEMBER 31, 1995
                      TO SILVER FAITH DEVELOPMENT LIMITED

                       CONVERTIBLE SECURED PROMISSORY NOTE


U.S. $21,000,000                                               December 31, 1995
                                                              Irvine, California


         FOR VALUE  RECEIVED,  Nona  Morelli's II Inc., a corporation  organized
under the laws of the United States, State of Colorado, with its principal place
of business in  California  ("Maker"),  hereby  promises to pay to Silver  Faith
Development  Limited,  a  corporation  organized  under  the  laws of Hong  Kong
("Payee"  or  "Holder")  the  principal  sum  of  Twenty  One  Million   Dollars
(US$21,000,000)  payable,  including all principal and accrued interest,  at the
rate of eight  percent  (8%) per annum,  on December  31, 1996 (the "Due Date").
This  Convertible  Secured  Promissory  Note  (the  "Note")  is  issued by Maker
pursuant to the Asset Purchase Agreement dated September 28, 1995 (the "Purchase
Agreement").

         To secure the payment of this Note,  Maker hereby  grants to the Payee,
pursuant to a Security  Agreement  dated of even date between Maker and Holder a
security  interest  in the real  property  set forth in Exhibit  "A" hereto (the
"Collateral").  Upon  default,  the Holder may resort to any remedy  against the
Collateral  available  to a secured  party  under the Uniform  Commercial  Code;
provided,  however,  that  notwithstanding  anything  contained  herein  to  the
contrary this Note is non-recourse and Holder may not maintain an action against
Maker.

         All  documents  and  instruments  now or  hereafter  evidencing  and/or
securing the indebtedness  evidenced  hereby or any part thereof,  including but
not limited to this Note and the Security  Agreement of even date, are sometimes
collectively referred to herein as the "Security Documents."

         All  agreements  in this  Note and all  other  Security  Documents  are
expressly  limited so that in no  contingency  or event  whatsoever,  whether by
reason of  acceleration  of maturity  of the  indebtedness  evidenced  hereby or
otherwise, shall the amount agreed to be paid hereunder for the use, forbearance
or detention of money exceed the highest lawful rate permitted under  applicable
usury laws. If, for any circumstance whatsoever, fulfillment of any provision of
this  Note or any  other  Security  Document  at the  time  performance  of such
provision  shall be due, shall involve  exceeding any usury limit  prescribed by
law which a court of competent  jurisdiction may deem applicable  hereto,  then,
ipso facto, the obligations to be fulfilled shall be reduced to allow compliance
with such limit,  and if,  from any  circumstance  whatsoever,  Payee shall ever
receive as interest an amount  which would exceed the highest  lawful rate,  the
receipt  of such  excess  shall  be  deemed a  mistake  and  shall  be  canceled
automatically or, if theretofore paid, such excess shall be credited against the
principal  amount  of the  indebtedness  evidenced  hereby to which the same may
lawfully  be  credited,  and any  portion of such excess not capable of being so
credited shall be refunded immediately to Maker. Maker and Payee affirm that the
indebtedness evidenced represents the total consideration for the Property being
acquired by Maker pursuant to the Purchase Agreement.

         Maker  shall  pay to Payee all  reasonable  costs,  expenses,  charges,
disbursements  and  attorneys'  fees  incurred  by Payee  following  an Event of
Default in collecting,  enforcing or protecting  this Note or any other Security
Document,  whether incurred in or out of court, including appeals and bankruptcy
proceedings.

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         If Maker utilizes the Collateral in any way to secure financing,  Maker
agrees to pay the net  proceeds of such  financing to Payee to the extent of the
principal  balance of the Note,  and all  accrued  and unpaid  interest,  before
distributing any of such financing proceeds for other purposes.

         Notwithstanding  the Due Date referenced  above, this Note shall not be
due and payable prior to the  expiration of three (3) calendar  months after the
full completion of construction of the Collateral.

         The unpaid principal  balance of this Note is convertible,  in whole or
in part,  into shares of the Maker's  common stock.  Such option to convert this
Note into shares of Maker's  common stock becomes  exercisable  thirty (30) days
prior to the Delivery Date (as defined in the Purchase Agreement) and remains in
effect until this Note is  converted or paid in full.  The price at which Holder
may convert shall be determined by dividing the unpaid principal  balance on the
Note by the ten (10) day moving  average  bid price for such  stock  immediately
preceding the date of notice to convert.

         Each of the following events or occurrences  shall constitute an "Event
of Default" hereunder:  (a) if default is made in the payment of any installment
hereunder,  or of any monetary amount payable hereunder,  under the terms of any
Security Document,  or under the terms of any other obligation of Maker to Payee
hereunder,  within  thirty (30) days  following the date the same is due; (b) if
default is made in the performance of any other promise or obligation  described
herein,  in any  Security  Document,  or in any  other  document  evidencing  or
securing any  indebtedness  of Maker to Payee  following  thirty (30) days prior
notice to Maker of such  default and the  failure of Maker to cure such  default
within said thirty (30) day period;  (c) if Maker shall execute an assignment of
any of its property for the benefit of creditors,  fail to meet any  obligations
herein described, be unable to meet its debts as they mature, suspend its active
business or be declared insolvent by any court, suffer any judgment or decree to
be rendered against it in an amount greater than US$10,000, suffer a receiver to
be  appointed  for  any  of  its  property,  voluntarily  seek  relief  or  have
involuntary  proceedings  brought against it under any provision now in force or
hereinafter  enacted of any law relating to bankruptcy,  or forfeit its charter,
dissolve, or terminate its existence; (d) if any writ of attachment, garnishment
or execution  shall be issued against Maker;  (e) if any tax lien be assessed or
filed against Maker;  (f) if any warranty,  representation  or statement made or
furnished  to Payee by or on behalf of Maker,  including  but not limited to any
information provided to Payee in conjunction with the Purchase Agreement.

         Upon the occurrence of any Event of Default,  which is not cured within
thirty (30) days after  notice of such  default is given by Payee or at any time
thereafter when any Event of Default may continue,  Payee may, at its option and
in  its  sole  discretion,  declare  the  entire  balance  of  this  Note  to be
immediately due and payable,  and upon such declaration all sums outstanding and
unpaid under this Note shall become and be in default,  matured and  immediately
due and payable,  without presentment,  demand, protest or notice of any kind to
Maker or any other person, all of which are hereby expressly waived, anything in
this Note or any other Security Document to the contrary notwithstanding.

         Payee and Maker hereby agree to trial by court and irrevocably agree to
waive jury trial in any action or proceeding  (including  but not limited to any
counterclaim)  arising  out of or in any way related to or  connected  with this
Note or any other Security Document,  the relationship  created thereby,  or the
origination,  administration or enforcement of the indebtedness evidenced and/or
secured by this Note or any other Security Document.

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         This  Note has been  delivered  to Payee and  accepted  by Payee in the
County of Orange,  State of  California,  and shall be  governed  and  construed
generally  according  to the  laws of  said  State  except  to the  extent  that
creation, validity, perfection or enforcement of any liens or security interests
securing  this Note are governed by the laws of another  jurisdiction.  Venue of
any action  brought  pursuant to this Note or any other  Security  Document,  or
relating to the indebtedness evidenced hereby or the relationships created by or
under the Security  Documents  shall,  at the election of the party bringing the
action,  be brought in the Superior  Court of the State of  California in Orange
County or a United States federal court located in or having  jurisdiction  over
Orange County.  Maker and Payee each waives any objection to the jurisdiction of
or venue in any such court and to the  service  of process  issued by such court
and agrees  that each may be served by any method of  process  described  in the
Code of Civil  Procedure of the State of  California  or United  States  Federal
Rules of Civil  Procedure.  Maker and Payee each  waives the right to claim that
any such court is an inconvenient forum or any similar defense.

         If, in any  jurisdiction,  any  provision  of this Note shall,  for any
reason, be held to be invalid,  illegal,  or unenforceable in any respect,  such
holding shall not affect any other  provisions of this Note, and this Note shall
be construed,  to the extent of such invalidity,  illegality or unenforceability
(and only to such  extent) as if any such  provision  had never  been  contained
herein. Any such holding of invalidity,  illegality or  unenforceability  in one
jurisdiction  shall not prevent valid  enforcement of any affected  provision if
allowed under the laws of another relevant jurisdiction.

         No waiver by the holder of any  payment or other  right under this Note
shall operate as a waiver of any other payment or right.

         As used in this  Note,  the term  "person"  shall  include,  but is not
limited to, natural persons, corporations,  partnerships, trusts, joint ventures
and other legal entities,  and all combinations of the foregoing natural persons
or entities,  and the term "obligation" shall include any requirement to pay any
indebtedness and/or perform any promise, term, provision,  covenant or agreement
included or provided for in this Note or any other Security Document.

         This Note and any and all certificates issued in replacement thereof or
in exchange therefor,  will bear a restrictive  transfer legend in the following
form:

         THIS SECURITY AND THE SECURITIES  ISSUABLE UPON CONVERSION  HEREOF HAVE
         NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "ACT"),  BUT HAVE BEEN ISSUED IN RELIANCE UPON REGULATION S PROMULGATED
         BY THE UNITED STATES SECURITIES AND EXCHANGE  COMMISSION UNDER THE ACT.
         THE  SECURITIES  MAY NOT BE SOLD OR  OTHERWISE  TRANSFERRED  TO A "U.S.
         PERSON"  (AS  DEFINED IN  REGULATION  S) OR TO ANY PERSON WITH A UNITED
         STATES ADDRESS DURING THE RESTRICTED  PERIOD FOLLOWING  ISSUANCE OF THE
         SECURITIES.  FOLLOWING  EXPIRATION OF THE RESTRICTED PERIOD, ANY RESALE
         OR  TRANSFER  OF THE  SECURITIES  TO A U.S.  PERSON OR INTO THE  UNITED
         STATES MUST BE MADE IN ACCORDANCE WITH REGULATION  S,  PURSUANT  TO  AN
         EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT, OR  PURSUANT  TO  AN
         EXEMPTION FROM REGISTRATION UNDER THE ACT.

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<PAGE>



         Executed by the undersigned the year and day first above written.

                                        NONA MORELLI'S II INC.
                    


                                        By:  /s/  Fred G. Luke
                                           ------------------------------------
                                        Name:     Fred G. Luke
                                        Title:    Chief Executive Officer

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