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                                                                   Exhibit 10-17

                     AMENDMENT NO. 1 TO FINANCING AGREEMENT


               AMENDMENT NO. 1, dated July 15, 1997 ("Amendment"), to Financing
Agreement dated September 10, 1996 ("Financing Agreement") by and between United
Leisure Corporation, a Delaware corporation ("ULC") and Grand Havana
Enterprises, Inc., a Delaware corporation ("GHE").

               WHEREAS, the parties hereto wish the amend the Financing
Agreement to provide that GHE not be required to replace the cash collateral
pledged by ULC from one- half of all initial membership fees received from
members of GHE's Grand Havana Rooms in New York and Washington, D.C.;

               WHEREAS, in consideration for such modification to the Financing
Agreement Grand Havana wishes to agree to grant to ULC or its designee warrants
to purchase up to 150,000 shares of its common stock on the terms and conditions
provided for herein;

               NOW, THEREFORE, in consideration for the mutual promises
contained herein, the parties hereto agree as follows:

               1. Amendment to Financing Agreement. Section 2 of the Financing
Agreement is amended by deleting the first sentence of this Section so that the
full Section 2 shall now read as follows:

        "2. At the end of eighteen (18) months after Leisure's pledge of the
        cash collateral, Restaurants shall cause all of Leisure's remaining cash
        collateral to be released and returned to Leisure. It is understood and
        agreed by and between the parties hereto that the cash collateral
        pledged by Leisure hereunder is not an asset of Restaurants and such
        cash collateral shall always be deemed an asset of Leisure."

               2. Issuance of Warrant. At any time from the date of this
Amendment to a period of one year after the date of this Agreement, upon the
request of ULC, GHE shall issue to ULC or its designee warrants to purchase
150,000 shares of the common stock of GHE, which warrants shall be exercisable
for a period of three years from the date of issuance at an exercise price of
the lesser of $.75 per share or 75% of the average of the last trade price of
the common stock of GHE for a period of ten business days immediately prior to
the exercise of the warrant. GHE agrees to register the shares underlying the
warrants within thirty days following receipt by GHE of written notice from the
holder of the warrants of its intent to exercise all of its warrants.


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               3.   Ratification of Financing Agreement. All of the terms and
provisions of the Financing Agreement, except as such terms and provisions have
been modified by this Amendment, are hereby ratified, approved and confirmed in
all respects.

               IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above-written.

                                           UNITED LEISURE CORPORATION


                                           By: /s/ Harry Shuster
                                              ---------------------------------
                                                   Harry Shuster, President

                                           GRAND HAVANA ENTERPRISES, INC.
                                           (formerly United Restaurants, Inc.)


                                           By: /s/ Harry Shuster
                                              ---------------------------------
                                                   Harry Shuster, President



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