<PAGE>

                                                                  EXHIBIT (10)-3

                            SECURED PROMISSORY NOTE
                            -----------------------
                       with provision for future advances

$1,250,000.00             Los Angeles, California             September 30, 1998


                                   Recitals
                                   --------

     A.   On or about February 12, 1997 United Leisure Corporation, a Delaware
Corporation (the "Noteholder") entered into a loan agreement with United
Restaurants, Inc., a Delaware corporation (the "Maker") whereby the Noteholder
agreed to lend to the Maker the sum of One Million Two Hundred and Fifty
Thousand and no/100 Dollars ($1,250,000) upon the terms and conditions contained
in that certain Promissory Note, a copy of which is attached hereto as Exhibit
"A" (the "Original Note").

     B.   The Original Note is due and payable in full on September 30, 1998.

     C.   On or about February 27, 1997 the Maker changed its name from United
Restaurants, Inc., to Grand Havana Enterprises, Inc.

     D.   During the time from the execution of the Original Note until the
effective date of this Secured Promissory Note ("Replacement Note") the
Noteholder lent the Maker  money in accordance with the terms of the Original
Note and the Maker repaid the Noteholder a portion of the amounts due under the
Original Note.  The Noteholder and Maker mutually agree and acknowledge that the
full  amount of principal and interest currently due under the Original Note is
Six Hundred Three Thousand Two Hundred Seventy Nine and 71/100 ($603,279.71).

     E.   The Noteholder and Maker, for good and valuable consideration, now
desire to replace the Original Note and to enter into a new loan agreement to be
evidenced by this Replacement Note, in accordance with the terms set forth
herein, which shall be secured by the Collateral described in the Security
Agreement attached hereto as Exhibit "B".


                                   AGREEMENT

          NOW THEREFORE, for good and valuable consideration, the reciept and
sufficiency of which is hereby acknowledged the parties agree as follows:

          Upon the terms and subject to the restrictions and conditions set
forth herein, Grand Havana Enterprises, Inc., a Delaware corporation (the
"Maker"), promises to pay to the order of United  Leisure Corporation, a
Delaware Corporation


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(the "Noteholder"), or such other locations as the Noteholder may designate, the
sum of up to One Million Two Hundred and Fifty Thousand Dollars ($1,250,000.00)
together with interest thereon, accrued from the above date hereof; in lawful
money of the United States of America.

          The parties that the initial loan advance under this Replacement Note
shall be the sum of  Six Hundred Three Thousand Two Hundred Seventy Nine and
71/100 ($603,279.71) which represents the current amount currently due under the
Original Note. The Noteholder agrees and acknowledges that by executing this
Replacement Note all of Makers payment obligations under the Original have been
satisfied.

          In addition to the advances described above the Noteholder may from
time to time, but shall not be obligated to make additional future advances,
which shall in no event exceed the total outstanding loan balance of  One
Million Two Hundred and Fifty Thousand Dollars ($1,250,000.00).  All amounts
advanced hereunder will be included in the principal balance due under this
Replacement Note.   As and when advances are made the amount of the advances
made shall be recorded on the "Record of Advances" attached hereto  as Exhibit
"A" and shall be subscribed by the Maker in acknowledgment of the amount of the
advance.  The aggregate amounts of all advances, less any prepayments of
principal shall be the outstanding balance due under this Note.

          The principal amount hereof, as adjusted from time to time, shall bear
interest at the rate of eight  percent (8%) per annum.  Interest hereunder shall
be calculated on the basis of a three hundred sixty (360) day year for each day,
all or any of the principal balance hereof shall remain outstanding.  Prepayment
of interest or principal, in whole or in part, may be made without penalty or
forfeiture.

          This Note shall be due and payable in full on March 31, 1999.

          This Note is secured by an interest in the real and personal property
and equipment described in Exhibit "B" attached hereto and incorporated herein
by this reference, all of which may be used to secure payment under the terms of
this Note in the event of default.

          The Maker hereby waives diligence, demand, presentment for payment,
and notice of whatever kind of nature.  Without discharging or in any way
affecting the liability of the undersigned, the undersigned hereby consents to
any and all extensions of this Note as the Noteholder hereof may in its sole
discretion grant from time to time, to the release of all or any part of the
security for the payment hereof.  The Maker further waives exhaustion of legal
remedies and the right to plead any and all statutes of limitation as a defense
to any demand on this Note, or to any agreement to pay the same.


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          All payments due on this Note shall be payable in lawful money of the
United States of America, and shall be made to the Noteholder at 1990 Westwood
Blvd., Los Angeles, California or such other address as the Noteholder may
hereafter designate from time to time.

          If any provision of this Note is held to be invalid or unenforceable
by a court of competent jurisdiction, the other provisions of this Note shall
remain in full force.

          Any interest rate provided hereunder which exceeds the maximum rate
provided by applicable law shall instead be deemed to be such maximum rate and
any interest in excess of such maximum rate paid to Noteholder shall be applied
to reduce the principal balance of this Note so that in no event shall
Noteholder receive or be entitled to receive interest in excess of the maximum
amount permitted by applicable law.

          The provisions and covenants contained herein shall inure to and be
binding upon the heirs, successors and assigns of the parties hereto.  Maker
agrees that Noteholder may assign this Note and Maker will make payment to such
assignee upon notice of such assignment.  Noteholder shall thereafter be forever
relieved and fully discharged from any and all liability or responsibility to
Maker, but Noteholder shall retain all rights and powers hereby given with
respect to property not so transferred.

          Time is of the essence in connection with each and every obligation of
Maker pursuant to this Note.

          This Note is to be governed by, and construed in accordance with the
laws of the State of California.

          Noteholder and Maker agree to execute such further documents, and take
such further actions, as may reasonably be required to carry out the provisions
of this Note or any agreement or document relating hereto or entered into in
connection herewith.

          This Note may be amended or modified only by an instrument in writing
which by its express terms refers to this Note and which is duly executed by the
parties sought to be bound thereby.

          Any failure by Noteholder to insist upon the strict performance by
Maker of any of the covenants, agreements, obligations or conditions hereof
shall not be deemed to be a waiver of any such covenants, agreements,
obligations or conditions, and Noteholder, notwithstanding any such failure,
shall have the right


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thereafter to insist upon the strict performance by Maker of any and all of such
covenants, agreements, obligations and conditions.

          In the event that this Note is placed in the hands of an attorney at
law for collection upon default or in the event that proceedings at law or in
equity are instituted in connection herewith, or in the event that this Note is
placed in the hands of an attorney at law to enforce any of the rights or
agreements contained herein, the undersigned shall pay all costs of collecting
or attempting to collect this Note or protecting or enforcing such rights
including, without limitation, reasonable attorneys fees.

          IN WITNESS WHEREOF, the undersigned has executed this Promissory Note
as of the date first herein above written.

Maker:

Grand Havana Enterprises, Inc.

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


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                                  EXHIBIT "A"
                                  -----------

                              Record of Advances



                   Starting Principal Balance:  $603,279.71
                   ----------------------------------------


<TABLE>
<CAPTION>
                     Advance         Authorized      Note Balance
       Date          Amount          Signature       After Advance
       ----          ------          ---------       -------------
<S>                  <C>             <C>             <C>

September 30, 1998   $603,279.71                     $603,279.71
</TABLE>


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