NEITHER THIS CONVERTIBLE SECURED PROMISSORY NOTE NOR THE SECURITIES FOR WHICH IT

MAY BE EXCHANGED HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND NEITHER THIS NOTE

NOR SUCH SECURITIES MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN

EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS UNLESS MAKER RECEIVES

AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT THAT SUCH REGISTRATION IS NOT

REQUIRED.



                      CONVERTIBLE SECURED PROMISSORY NOTE



$1,500,000.00                                                  February 14, 2001



         FOR VALUE RECEIVED, the undersigned, ROADHOUSE GRILL, INC., a Florida

corporation ("Maker"), promises to pay to Berjaya Group (Cayman) Limited

(Berjaya) ("Holder"), or order or assignee, the sum of One Million Five Hundred

Thousand Dollars ($1,500,000), or so much thereof as may from time to time

hereafter be outstanding hereunder, whichever is less, together with interest

thereon, all as hereinafter provided.



         1. INTEREST AND PRINCIPAL PAYMENTS.



         a. This Note and any accrued interest is payable upon demand of Holder,

but in no event sooner than six (6) months from the execution hereof.



         b. From the date hereof to and including the date this Note is paid or

otherwise discharged, the outstanding principal amount of this Note shall bear

simple interest at a rate of Ten percent (10%) per annum, computed on the basis

of three hundred sixty five days per calendar year.



         c. All payments of principal and interest shall be made in lawful money

of the United States of America and shall be made to Holder at such place as is

designated by Holder.



         d. Maker is responsible for all withholding tax, where applicable.



         2. EXCHANGE OF NOTE FOR COMMON STOCK.



         Notwithstanding the other terms and conditions of this Note, Holder

shall have the option of exchanging this Note for shares of common stock of

Maker ("Common Stock"). The date upon which the Holder shall exchange this Note

for shares of Common Stock shall be hereinafter referred to as the "Exchange

Date". The number of shares of Common Stock into which this Note may be

exchanged on the Exchange Date shall be equal to number of shares of common

stock, valued at fair market value at the Exchange Date, subject to any and all

State and Federal laws which govern such transactions, which equals the

outstanding principal amount of this Note on Exchange Date, and all accrued

but unpaid interest thereon.





<PAGE>   2

         3. EXCHANGE PROCEDURES; RESERVATION OF SHARES.



         a. Upon the exchange of this Note for shares of Common Stock, Maker

shall, as soon as practicable, take all such steps as may be necessary to issue

such Common Stock in exchange for this Note, and thereafter deliver to Holder a

certificate or certificates for the whole number of shares of Common Stock to

which Holder shall be entitled against receipt of this Note, duly endorsed for

cancellation.



         b. Maker covenants that it will, at the Exchange Date, make available

out of its authorized Common Stock, solely for the purpose of issue upon

exchange of this Note for Common Stock, such number, class and series of shares

of Common Stock as shall then be issuable upon the exchange of this Note, and

will rank parri passu in all respects with Maker's existing Common Stock.

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