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                                                                   Exhibit 10-15

                               FINANCING AGREEMENT


               THIS FINANCING AGREEMENT ("Agreement") is made and entered into
this 12th day of February, 1997, by and between UNITED LEISURE CORPORATION
("Leisure"), a Delaware corporation, and UNITED RESTAURANTS, INC.
("Restaurants"), a Delaware corporation.

               WHEREAS, Restaurants is in need of up to $1,250,000 in financing
in connection with the furniture, fixtures, and improvements for the Grand
Havana Rooms in New York City and Washington, D.C.; and

               WHEREAS, Leisure is interested in providing such funds upon the
terms and conditions set forth herein.

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

               1.   Leisure hereby agrees to loan to Restaurants, from time to
time, during a period of six months from the date hereof, the aggregate sum of
up to $1,250,000 (the "Loan"). The Loan shall be advanced in such increments as
shall be requested by Restaurants from time to time. Interest on the amount of
the Loan that have been advanced shall bear interest at the rate of 8% per annum
from the date of advance until paid. The full principal amount advanced, and all
accrued but unpaid interest thereon, shall be payable in one lump sum payment on
September 30, 1997 (the "Maturity Date"); provided, however, if the Loan shall
not be repaid in full on the Maturity Date, then the Loan shall thereafter be
payable on demand of Leisure and shall incur a late fee as set forth in Section
3 below. The Loan shall be evidenced by a promissory note made by Restaurants in
form satisfactory to Leisure.

               2.   In consideration for making the Loan as set forth above,
Restaurants shall issue to Leisure Seventy-Five Thousand (75,000) shares of
Restaurants' $.01 par value common stock (the "Common Stock").

               3.   If the Loan shall not be paid at the Maturity Date, then
Restaurants shall cause to be issued to Leisure, as a late fee, an additional
25,000 shares of Common Stock.

               4.   As a condition to the issuance of the aforesaid Common Stock
("Securities"), Leisure hereby represents and warrants to, and covenants with,
Restaurants as follows:

                    (a)    Leisure has received and had the opportunity to 
review Restaurants' Form 10-K and Form 10-Q filed with the Securities and
Exchange Commission for the periods ended December 29, 1995 and September 30,
1996, respectively ("Information") and has been given access to full and
complete information regarding

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Restaurants, and has utilized such access to Leisure's satisfaction for the
purpose of obtaining such information regarding Restaurants as Leisure has
requested; and, particularly, Leisure has been given reasonable opportunity to
ask questions of, and receive answers from, representatives of Restaurants
concerning the terms and conditions of the issuance of the Securities and to
obtain any additional information, to the extent available;

                    (b)  Leisure was not offered or sold the Securities, 
directly or indirectly, by means of any form of general advertising or general
solicitation, including but not limited to the following: (1) any advertisement,
article, notice or other communication published in any newspaper, magazine, or
similar medium of or broadcast over television or radio; or (2) any seminar or
meeting whose attendees had been invited by any general solicitation or general
advertising;

                    (c)  Stop transfer instructions will be placed with the
transfer agent for the Securities, and a legend may be placed on any instrument
or certificate representing the Securities substantially to the following
effect:

        THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
        COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN
        RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN THE ACT AND
        REGULATION D UNDER THE ACT. AS SUCH, THE PURCHASE OF THIS SECURITY WAS
        NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR
        DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY
        INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT
        OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT
        IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY OR ANY
        INTEREST THEREIN, WITHOUT THE OPINION OF COUNSEL ACCEPTABLE TO THE
        COMPANY THAT THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE
        EXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THE
        SECURITY AND THAT REGISTRATION IS NOT REQUIRED.

                    (d)  Leisure has been advised and understands that the
Securities have not been registered under the Securities Act of 1933 or
applicable state securities laws and that the Securities are being offered and
sold pursuant to exemptions from such laws. Leisure represents and warrants that
the Securities are being acquired for Leisure's own account and for investment
purposes only, and without the intention of reselling or redistributing the
same; Leisure has made no agreement with others regarding any of the Securities;
and Leisure's financial condition is such that it is not likely that it will be
necessary to dispose of any of such Securities in the foreseeable future.
Leisure further represents and agrees that if, contrary to the foregoing
intentions, Leisure should later desire

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to dispose of or transfer any of the Securities in any manner, Leisure shall not
do so unless and until (i) said Securities shall have first been registered
under the Act and all applicable securities laws; or (ii) Leisure shall have
first delivered to Restaurants a written notice declaring such holder's
intention to effect such transfer and describe in sufficient detail the manner
and circumstances of the proposed transfer, which notice shall be accompanied
either by a written opinion of legal counsel who shall be reasonably
satisfactory to Restaurants which opinion shall be addressed to Restaurants and
reasonably satisfactory in form and substance to Restaurants' counsel, to the
effect that the proposed sale or transfer is exempt from the registration
provisions of the Act and all applicable state securities laws, or by a "no
action" letter from the Securities and Exchange Commission to the effect that
the transfer of the Securities without registration will not result in
recommendation by the staff of the Commission that action be taken with respect
thereto.

               5.   This Agreement and the Exhibit hereto contain the entire
understanding and agreement of the parties regarding the subject matter hereof.
This Agreement may not be amended or superseded except by a written instrument
executed by both parties hereto.

               6.   In the event that either party to this Agreement institutes
legal action against the other party as a result of a breach or default under
this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys fees and court costs.

               7.   This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
general conflicts of law principles.

               IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.

                                            UNITED LEISURE CORPORATION

                                            By: /s/
                                               ---------------------------------
                                            Its:  President


                                            UNITED RESTAURANTS, INC.

                                            By: /s/
                                               ---------------------------------
                                            Its:  President



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