<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
COUNTRY STAR RESTAURANTS, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
222361 30 5
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(CUSIP Number)
Jeremy Peele
10 Cavendish Road
Hamilton, Bermuda HM 19
(441) 295-5455
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Kenneth S. Witt
Freeborn & Peters
950 Seventeenth Street, Suite 2600
Denver, Colorado 80202
(303) 628-4200
February 18, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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================================================================================
CUSIP No. 222361 30 5 13D
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Cameron Capital Ltd.
I.R.S. No.: None
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(2) CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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(7) SOLE VOTING POWER
749,589
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(8) SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON 0
-----------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
749,589
-----------------------------------------
(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
749,589
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
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<PAGE> 3
ITEM 1: SECURITY AND ISSUER
The Statement relates to the common stock, $.01 par value per
share ("Common Stock"), of Country Star Restaurants, Inc. (the "Issuer"), which
has its principal executive office at 4929 Wilshire Boulevard, Suite 428, Los
Angeles, California 90010.
ITEM 2: IDENTITY AND BACKGROUND
(a) This statement is being filed by Cameron Capital Ltd. ("Cameron").
With respect to the Reporting Person, the term "Controlling Person"
means, (i) each executive officer and director of Cameron, (ii) each
person controlling Cameron, and (iii) each executive officer and
director of any corporation or other person ultimately in control of
Cameron.
Cameron is a limited company organized under the laws of Bermuda.
The four directors of Cameron are:
a) Jeremy Peele
b) Nic Snelling
c) Dudley Cottingham
d) Arthur Morris
The two executive officers of Cameron are:
a) Jeremy Peele (Chairman and Chief Executive Officer)
b) Nic Snelling (Chief Financial Officer)
Cameron is wholly-owned by Cameron Trust, a discretionary
trust domiciled in Bermuda (the "Trust"). The sole beneficiary of the
Trust is Jeremy Peele, and the trustee of the Trust is Continental
Management Ltd., whose directors include Dudley Cottingham and Arthur
Morris.
(b) The address of the principal executive office of Cameron, and the
business address of Jeremy Peele and Nic Snelling, is 10 Cavendish
Road, Hamilton, Bermuda HM 19. The business address of Dudley
Cottingham and Arthur Morris is Century House, Richmond Road, Hamilton,
Bermuda.
(c) The principal business of Cameron is investing in publicly traded
securities. The principal occupation of Jeremy Peele is serving as
Chairman and Chief Executive Officer of Cameron. The principal
occupation of Nic Snelling is serving as Chief Financial Officer of
Cameron. The principal occupation of Dudley Cottingham is serving as a
director of Continental Management Ltd. The principal occupation of
Arthur Morris is serving as a director of Continental Management Ltd.
The principal business of Continental Management Ltd. is business
management services.
The address of the principal business of Cameron, and of the
principal place of employment of Jeremy Peele and Nic Snelling, is 10
Cavendish Road, Hamilton, Bermuda HM 19. The address of the principal
place of employment of Dudley Cottingham and Arthur Morris is Century
House, Richmond Road, Hamilton, Bermuda.
(d) During the last five years, neither the Reporting Person nor any of
the Controlling Persons
Page 1 of 5 Pages
<PAGE> 4
affiliated with the Reporting Person, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither the Reporting Person nor any of
the Controlling Persons affiliated with the Reporting Person was a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect
to such laws.
(f) Jeremy Peele, Nic Snelling, Dudley Cottingham and Arthur Morris are
British citizens.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person received shares of Common Stock, pursuant
to a Settlement Agreement and Release, dated February 18, 1998, by and
among the Reporting Person, the Issuer and Daniel Rubin ("Rubin"), the
Chief Executive Officer of the Issuer (the "Settlement Agreement"). The
Reporting Person did not use funds to purchase the Common Stock;
instead, the Reporting Person converted part of the outstanding
principal balance of the 7.0% Convertible Note of the Issuer, due
October 9, 1999 (the "Convertible Note"), owned by it into 670,000
shares (post 1 for 10 reverse split) of Common Stock as set forth in
the Settlement Agreement. In addition, pursuant to the Settlement
Agreement Cameron received a cash payment of $1.3 million as
consideration for its agreement to cancel and surrender the Convertible
Note. The outstanding principal balance of the Convertible Note owned
by the Reporting Person as of the date of the Settlement Agreement was
$2,995,358.
ITEM 4: PURPOSE OF TRANSACTION
The Common Stock received by the Reporting Person pursuant to
the Settlement Agreement is intended by the Reporting Person to be held
solely for investment purposes. Except for the transactions involving
the Common Stock reported in Item 5(c) herein, and except for the
expectation that the Reporting Person may from time to time purchase
and/or sell shares of Common Stock (depending upon market conditions,
availability or need of funds, and other factors personal to each such
Reporting Person), the Reporting Person does not have any present plans
or proposals with respect to the Issuer that relate to or could result
in the occurrence of any of the following events:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of additional securities of the
Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors to fill any existing vacancies on
the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national
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securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
(a) As of the start of business on Thursday, February 19, 1998, the
Reporting Person may be deemed to beneficially own the following
numbers of shares of Common Stock:
<TABLE>
<CAPTION>
Number of Shares
Name Personally Owned Percentage*
---- ---------------- -----------
<S> <C> <C>
Cameron Capital Ltd. 749,589 9.1%
</TABLE>
None of the Controlling Persons beneficially owns shares of
Common Stock that are not already attributed to the Reporting Person
herein.
(b) The Reporting Person has sole dispositive discretion with respect
to all of the shares of Common Stock beneficially owned by such
Reporting Person, as reported in Item 5(a) herein.
(c) Pursuant to the Settlement Agreement, on February 18, 1998 the
Reporting Person converted, its Convertible Note into, in the
aggregate, 670,000 shares (post 1 for 10 reverse split) of Common
Stock. During the past sixty days, the Reporting Person did not sell or
acquire shares of Common Stock.
(d) and (e) not applicable.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In February 1997, the Issuer and Cameron entered into a Loan and
Security Agreement and related documents, whereby Cameron was issued a
Convertible Note by the Issuer in the principal amount of $4 million. In
February 1998, Cameron filed a lawsuit against the Issuer and Rubin, alleging
breach of contract and breach of fiduciary duty, among other claims.\
Cameron, the Issuer and Rubin entered into the Settlement Agreement on
February 18, 1998. The Settlement Agreement required the Issuer to make a cash
payment to Cameron in the amount of $1,300,000 and convert the remaining
outstanding principal amount of the Convertible Note into 670,000 shares (post 1
for 10 reverse split) of Common Stock.
- --------
* Percentages are calculated in accordance with Rule 13d-3(d)(1) on the
basis of 7,604,717 outstanding shares of Common Stock, as reported to
the Reporting Person by an authorized representative of the Issuer (as
of the filing of this Schedule 13D, the Issuer's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1997 has not been filed,
and the Reporting Person has reason to believe that the information on
file with the Commission is not current), and as adjusted for the
670,000 shares of Common stock issued, in the aggregate, to the
Reporting Person pursuant to the Settlement Agreement.
Page 3 of 5 Pages
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ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT A
The Settlement Agreement
Page 4 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 26, 1998 CAMERON CAPITAL LTD.
By: /s/ Nic Snelling
----------------------------------------
Name: Nic Snelling
Title: Chief Financial Officer
Page 5 of 5 Pages
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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99.A Settlement Agreement & Release
<PAGE> 1
EXHIBIT A
SETTLEMENT
AGREEMENT AND RELEASE
This Settlement Agreement and Release (hereinafter "Agreement") is
entered into as of the 18th day of February, 1998, by and between plaintiff
Cameron Capital Ltd. and defendants Country Star Restaurants, Inc. and Dan Rubin
according to the following terms and conditions:
I
DEFINITIONS
1.1 As used herein, "Cameron" and/or "Plaintiff" refers collectively
to Cameron Capital Ltd., a Bermuda limited company, and all of its predecessors
and successors in interest, parent and subsidiary corporations, divisions,
affiliates, and related entities, as well as all of their present, former and
future officers, directors, stockholders, employees, agents, representatives,
attorneys, and insurers.
1.2 As used herein, "Country Star" means Country Star Restaurants,
Inc., a Delaware corporation, and all of its predecessors and successors in
interest, parent and subsidiary corporations, divisions, affiliates, and related
entities, as well as all of their present, former and future officers,
directors, stockholders, employees, agents, representatives, attorneys, and
insurers.
1.3 As used herein, "Defendants" refers collectively to Country
Star and Rubin.
1.4 As used herein, "Lawsuit" means the action filed by Plaintiff
against Defendants, entitled Cameron Capital Ltd. v. Country Star Restaurants,
Inc. and Daniel Rubin, Case No. 98 C 924, in the United States District Court
for the Northern District of Illinois, Eastern Division, including the Verified
Complaint and Motion for Temporary Restraining Order.
1.5 As used herein, "Loan Transactions" means transactions reflected
in the Loan and Security Agreement (dated February 12, 1997) between Cameron,
Rubin and Country Star (the
<PAGE> 2
"Loan Agreement"), the Convertible Note (dated February 12, 1997) issued to
Cameron by Country Star, each as amended to date, the Purchase and Assignment
Agreement between Cameron and Rubin, the Agency and Intercreditor Agreement
(dated February 12, 1997) between Cameron and Rubin, and any and all related
transactions, documents or instruments.
1.6 As used herein, "Rubin" means Dan J. Rubin, a resident of New
Jersey, and all of his predecessors and successors in interest, heirs,
employees, agents, representatives, attorneys, and insurers.
II
PREAMBLE
2.1 The undersigned parties desire to enter into this Agreement in
order to provide for certain payments in full and complete release, discharge
and settlement of the claims against Defendants set forth in the Lawsuit, as
well as all past, present and future claims that could be asserted against
Defendants now or in the future by Plaintiff as a result of or arising out of
the Loan Transactions upon and subject to the terms and conditions set forth
herein without the necessity of completing discovery or proceeding to trial on
the merits with all of the attendant expense.
2.2 The undersigned parties further desire that, effective upon the
date hereof, this Agreement shall fully and finally resolve all matters in
controversy between them relating to the Lawsuit or the Loan Transactions and
that, except as provided herein, no party shall attempt to revisit or litigate
the same.
<PAGE> 3
III
PAYMENT
3.1 In consideration of Plaintiff's agreement to move to vacate the
Temporary Restraining Order entered on February 13, 1998 (the "TRO") and to
dismiss with prejudice the Lawsuit, as well as the release and remaining
promises set forth in this Agreement, Defendants agree: (i) to make a one-time,
total cash payment in the amount of One Million Three Hundred Thousand and
no/100 dollars ($1,300,000.00) on or before 5:00 p.m. (EST) on February 18,
1998, such payment to be made by wire transfer to the client trust account of
Freeborn & Peters, counsel to Plaintiff, in accordance with the following wire
transfer instructions:
Norwest Bank Colorado, N.A.
1050 Seventeenth Street
Denver, CO 80265
Account #2648016089
ABA #102000076
(303) 893-9881
and (ii) to deliver to Freeborn & Peters a duly executed stock certificate or
certificates, registered in the name of Cameron Capital Ltd., representing Six
Hundred Seventy Thousand (670,000) (post-reverse split) fully-paid and
non-assessable shares of Country Star Common Stock on or before 5:00 p.m. (EST)
on February 26, 1998, provided however, that such deadline for delivery of such
certificates may be extended once for a reasonable period of time if Country
Star's transfer agent fails to perform its duties in a timely manner. Such
certificate or certificates shall bear a restrictive legend under the Securities
Act of 1933 as follows:
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR HYPOTHECATED UNLESS (A) A REGISTRATION STATEMENT IS IN EFFECT FOR
SUCH SHARES UNDER SUCH ACT OR THE COMPANY HAS RECEIVED AN OPINION OF
COUNSEL
<PAGE> 4
THAT SUCH REGISTRATION IS NOT REQUIRED, OR (B) THE SECURITIES ARE SOLD
PURSUANT TO RULE 144 PROMULGATED UNDER SUCH ACT.
3.2 Defendants further agree to use their best efforts to permit
resales by Plaintiff under Rule 144, including supplying Country Star's transfer
agent with opinions of Country Star's counsel, it being acknowledged and agreed
by Country Star that Cameron may "tack" its holding period for the Convertible
Note to the holding period for the shares delivered hereunder.
3.3 Defendants shall have no further responsibility or liability for
disbursements (such as attorneys' fees) that Plaintiffs make or are obligated to
make from this settlement payment.
IV
PLAINTIFFS' RELEASE AND AGREEMENT RESPECTING
PRESENT AND FUTURE CLAIMS AND CAUSES OF ACTION
In consideration of and effective upon the above payment and delivery,
as well as the other promises set forth in this Agreement, Plaintiff agrees to
the following:
4.1 Immediately upon receipt of the payment set forth in Section 3.1(i)
herein, Plaintiff and its attorneys shall file, or cooperate in filing, and take
all further steps that may be necessary to secure the Court's entry of an
appropriate Order vacating the TRO, and upon receipt of the stock certificates
described in Section 3.1(ii), Plaintiff and its attorneys shall file, or
cooperate in filing, and take all further steps that may be necessary to secure
such an Order dismissing with prejudice the Lawsuit and all of Plaintiff's
claims against Defendants. Should Defendants fail to make such payment or
deliver such certificates by such date, then Plaintiff shall not be required to
dismiss the Lawsuit and the mutual releases herein shall not be effective.
However, should such payment be made, but such certificates not be so delivered
then (i) Plaintiff shall be obligated to vacate the TRO as set forth above, but
shall not further be obligated to dismiss the Lawsuit, and (ii) the Obligations
<PAGE> 5
(as defined in the Loan Agreement) to Plaintiff shall be deemed to have been
reduced by $2.6 million in consideration of such $1.3 million payment.
4.2 Plaintiff releases and forever discharges Defendants, Roy B. Rubin,
Rob Lyszczarz, Roy B. Rubin, M.D., P.C., M.P.P.P., and all of their assignees,
(hereinafter all collectively referred to as the "Defendant Released Parties"),
of and from all past, present or future claims, demands, obligations, actions,
or causes of action, however denominated, known or unknown, related to the
Lawsuit or arising directly or indirectly from the Loan Transactions or
Plaintiff's status as a stockholder of Country Star and/or Plaintiff's damages
sustained as a result thereof, including, but not limited to, all claims that
were or that could have been asserted in the Lawsuit, excepting any actions
necessary to enforce this Agreement. The parties intend for the Defendant
Released Parties that are not parties to this Agreement to be third-party
beneficiaries of the release provided for by this paragraph.
4.3 Except as may be necessary to enforce this Agreement, Plaintiff
will indemnify and hold the Defendant Released Parties harmless against any
future or further exposure or payment with reference to the matters set forth in
this Agreement, including, but not limited to, any lawsuit or claim, however
presented, which may hereafter be instituted, presented or effected against them
by or on behalf of Plaintiff.
4.4 Plaintiff acknowledges that the payment reflected in this Agreement
is full and fair compensation, is made to compromise and settle claims disputed
as to both liability and amount, and is made to Plaintiff in settlement and
release of all past, present and/or future claims against any of the Defendant
Released Parties as a result of the events described in the Lawsuit. Neither
payment of the sums reflected herein nor any statements or communications made
by Defendants or their
<PAGE> 6
agents during the negotiations leading to this Agreement shall be considered
admissions of liability by or on behalf of any of them.
4.5 To the extent that any payment made by Defendants to Plaintiff is
subsequently invalidated, declared to be fraudulent or preferential, disgorged,
set aside and/or otherwise required to be repaid to any person, then, subject to
applicable law, to the extent of such payment, repayment or disgorgement, that
part of Country Star's Obligations (as defined in the Loan Agreement) that had
been paid, reduced or satisfied by such amount shall be reinstated and continued
in full force and effect as of the day before such initial payment under this
Agreement. Furthermore, subject to applicable law, in the event that all or any
part of this Agreement is declared invalid or illegal, or all or any part of the
payment set forth in Section III herein is declared to be fraudulent or
preferential, disgorged, set aside and/or otherwise required to be repaid to any
person, then the parties agree that they shall, at Plaintiff's election, be
restored to status quo existing as of February 16, 1998, to the extent of twice
the amount of such disgorgement payment.
V
DEFENDANTS' RELEASE AND AGREEMENT RESPECTING
PRESENT AND FUTURE CLAIMS AND CAUSES OF ACTION
In consideration of the release by Plaintiff and dismissal with
prejudice of the Lawsuit set forth in Section IV herein, as well as the other
promises set forth in this Agreement, Defendants jointly and severally agree to
the following:
5.1 Defendants jointly and severally release and forever discharge
Plaintiff, and all of its assignees, (hereinafter all collectively referred to
as the "Plaintiff Released Parties"), of and from all past, present or future
claims, demands, obligations, actions, or causes of action, however denominated,
known or unknown, related to the Lawsuit or arising directly or indirectly from
the
<PAGE> 7
Loan Transactions including, but not limited to, all claims, counterclaim,
cross-claims, or affirmative defenses that could have been asserted in the
Lawsuit by Defendants, excepting any actions to enforce this Agreement. The
parties intend for the Plaintiff Released Parties that are not parties to this
Agreement to be third-party beneficiaries of the release provided for by this
paragraph.
5.2 Except as may be necessary to enforce this Agreement, Defendants
jointly and severally will indemnify and hold the Plaintiff Released Parties
harmless against any future or further exposure or payment with reference to the
matters set forth in this Agreement, including, but not limited to, any lawsuit
or claim, however presented, which may hereafter be instituted, presented or
effected against them by or on behalf of: Defendants.
VI
MISCELLANEOUS PROVISIONS
6.1 Except as expressly set forth herein, neither Plaintiff nor
Defendants make any representation or warranty to the other.
6.2 All parties agree to execute any and all supplementary documents
and to take all additional steps reasonably necessary to give full force and
effect to the basic terms and intent of this Agreement. Not in limitation of the
generality of the foregoing, Plaintiff agrees that it shall, upon request, on or
after ninety-one days after the date of the payment described in Section 3.1(i)
herein, execute and deliver (i) for cancellation all of the promissory notes
representing the Obligations, except for those promissory notes previously
delivered for conversion to Country Star or its agents; and (ii) such U.C.C.
termination statements and other documents and instruments as may be reasonably
necessary to reflect the termination of Plaintiff's status as a secured creditor
of Country Star; provided, however, that Plaintiff shall not be so obligated if
Country Star files a petition in
<PAGE> 8
bankruptcy, or if an involuntary petition in bankruptcy is filed against Country
Star, within such ninety-one day period.
6.3 Plaintiff and Defendants shall separately bear their own respective
attorneys' fees and costs arising from the Lawsuit and/or the actions of their
own respective counsel in connection with the matters referred to in this
Agreement.
6.4 The undersigned parties acknowledge that they are fully informed of
the terms, contents and conditions of this Agreement. The undersigned parties
warrant that no promise or representation of any kind has been made to them by
any other party or by anyone acting on behalf of any other party, except as
expressly stated in this instrument. In making this settlement and signing this
Agreement, the undersigned parties represent that they have relied solely and
completely upon their own judgment and upon the advice of their attorneys, and
that they fully understand and voluntarily accept the terms of the Agreement.
6.5 This Agreement shall be binding upon and inure to the benefit of
the personal representatives, administrators, heirs, successors and assigns of
Plaintiff and Defendants.
6.6 This Agreement should be deemed to have been entered into in the
State of Illinois and shall be construed and interpreted in accordance with its
laws (without regard to its conflicts or choice of law provisions).
6.7 The undersigned parties stipulate to the continuing subject matter
and in personam jurisdiction of the Court to whom the Lawsuit was assigned to
the extent necessary, if any, for the enforcement and interpretation of the
parties' rights and obligations under this Agreement.
6.8 This Agreement constitutes the full and entire understanding and
agreement between
<PAGE> 9
the parties with regard to the subjects hereof, and supersedes any prior oral or
written agreements or negotiations.
[SIGNATURE PAGE TO FOLLOW]
<PAGE> 10
IN WITNESS WHEREOF, the parties hereto subscribe their names. This
Agreement may be executed in one or more counterparts, each of which will be
deemed an original once all parties have signed one of the counterparts.
DAN J. RUBIN
/s/ Dan J. Rubin
--------------------------------------
Dan J. Rubin
CAMERON CAPITAL LTD. COUNTRY STAR RESTAURANTS, INC.
By: /s/ Nic Snelling By: /s/ Dan J. Rubin
------------------------------ ----------------------------------
Nic Snelling Dan J. Rubin
Signature Page to Cameron Capital Ltd., Dan Rubin
and Country Star Settlement Agreement
