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                                                                  Exhibit (10)-5

                            SUBORDINATION AGREEMENT

NOTICE:   THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE
          PROPERTY AND COLLATERAL BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN
          THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.

     THIS SUBORDINATION AGREEMENT ("AGREEMENT"), made this 30th day of November,
1998, by GRAND HAVANA ENTERPRISES, INC., a Delaware corporation ("GRA"), owner
of the collateral hereinafter defined and HARRY SHUSTER, an individual
("SHUSTER") present owner and holder of that certain secured promissory note
(the "Shuster Note") dated as of August 15, 1998 entered into by and between GRA
as Maker and Shuster as Noteholder;

                                  WITNESSETH

     A.   On or about February 12, 1997 GRA entered into a loan agreement with
United Leisure Corporation ("ULC") pursuant to which GRA executed an unsecured
promissory note (the "Unsecured ULC Note") having a due date of September 30,
1998.

     B.   On or about August 15, 1998 the GRA executed and delivered the Shuster
Note to Shuster.  In connection with the delivery of the Shuster Note and as a
condition of lending the funds evidenced by the Shuster Note, Shuster required
that GRA execute a Security Agreement (the "Shuster Security Agreement") and a
UCC-1 Financing Statement (the "Shuster Financing Statement") creating a
security interest in the equipment, fixtures, furniture and other property
rights described therein (the "Collateral") in favor of Shuster.

     C.   Shuster caused the Shuster Financing Statement to be recorded with
California Secretary of State.

     D.   On or about September 30, 1998 GRA executed a new promissory note with
ULC which replaced the Unsecured ULC Note due on September 30, 1998.  The new
note with ULC shall be referred to herein as the "Secured ULC Note".  In
connection with the issuance and execution of the Secured ULC Note, GRA also
executed a security agreement (the "ULC Security Agreement") and UCC-1 Financing
Statement (the "ULC Financing Statement").

     E.   In order to induce ULC to accept the Secured ULC Note and as a
condition to accepting the Secured ULC Note, ULC required that its security
interest in the Collateral be prior, and superior to, Shuster's security
interest in the Collateral.

     F.   Shuster is now willing to subordinate his security interest in the
Collateral to ULC.
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     1.   GRA acknowledges and agrees that ULC agreed to accept the ULC Note
only upon the condition that the ULC Financing Statement securing the Secured
ULC Note would constitute on lien upon the Collateral prior, and superior to,
the lien or charge of the Shuster Financing Statement and provided that Shuster
specifically and unconditionally subordinate the lien or charge of the Shuster
Note to the charge of the ULC Financing Statement.

     2.   Shuster acknowledges and agrees that the ULC Financing Statement
securing the Secured ULC Note when recorded, constituted a lien or charge upon
said Collateral, and that upon execution of this Agreement, the Secured ULC Note
shall be deemed to be unconditionally prior and superior to the lien or charge
of the Shuster Financing Statement and the Shuster Note.

     3.   GRA and Shuster mutually agree and acknowledge that:

     (a)  the ULC Financing Statement securing the Secured ULC Note in favor of
          ULC, and any renewals or extensions thereof, shall unconditionally be
          and remain at all times a lien or charge on the Collateral therein
          described, prior and superior to the lien or charge of the Shuster
          Note and the Shuster Financing Statement above mentioned.

     (b)  That ULC would not have made the ULC loan and accepted the Secured ULC
          Note without this Agreement.

     (c)  That this Agreement shall be the whole and only agreement with regard
          to the subordination of the lien or charge of the Shuster Note and the
          Shuster Financing Statement to the lien or charge of the ULC Financing
          Statement and that the ULC Financing Statement shall supersede the
          Shuster Financing Statement.

     4.   Shuster declares, agrees and acknowledges that:

          (a)  He consents to and approves all provisions of the ULC Financing
               Statement;

          (b)  ULC, in accepting the Secured ULC Note, is under no obligation or
               duty to, nor has ULC represented that it will see to the
               application of any loan proceeds by GRA on that the use of
               proceeds will be used for any particular purpose whatsoever and
               that such failure to supervise the disbursement of loan proceeds
               shall not defeat the subordination herein made in whole or in
               part;

          (c)  He intentionally and unconditionally waives, relinquishes and
               subordinates the lien or charge of the Shuster Financing
               Statement in favor of the lien or charge upon the Collateral in
               favor of ULC, and understands that in reliance upon, and in
               consideration of, this waiver, relinquishment and subordination
               ULC accepted the Secured ULC


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               Note and that ULC would not have agreed to accept the Secured ULC
               Note but for its reliance upon this waiver, relinquishment and
               subordination.


"GRA"                               GRAND HAVANA ENTERPRISES, INC.
                                    a Delaware Corporation



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



"SHUSTER"


/s/ Harry Shuster
____________________________
    Harry Shuster

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