EXHIBIT 10.9




                                FUNDING AGREEMENT



         This Funding Agreement (the "Agreement") is dated as of February 18,
1998 among Country Star Restaurants, Inc., a Delaware corporation, with an
office at 4929 Wilshire Boulevard, Suite 428, Los Angeles, California 90010
("Borrower") and Roy B. Rubin, M.D., P.C., M.P.P.P., 9 Amherst Place, Woodland,
California 95695 ("Lender").
                  
         WHEREAS, Borrower has previously entered into a Loan and Security
Agreement dated as of February 12, 1997 among Borrower, Cameron Capital Ltd.
("Cameron") as agent for Lenders under the Loan and Security Agreement and other
lenders to Borrower from time to time hereafter;
            
         WHEREAS, Cameron has previously assigned its rights as agent under the
Loan and Security Agreement to Dan J. Rubin ("Agent") pursuant to that certain
Purchase and Assignment Agreement and Agency and Intercreditor Agreement, both
dated as of February 12, 1997, among Cameron, Borrower and Agent;

         WHEREAS, Lender desires to make an advance to Borrower pursuant to and
in accordance with the terms and conditions of the Loan and Security Agreement
as modified by this Agreement;

         NOW, THEREFORE, the parties hereto agree as follows:

         1.           LINE OF CREDIT ADVANCE. Lender hereby agrees to make, and
                 Borrower hereby agrees to accept, a line of credit advance in
                 the amount of $1,300,000 (the "Advance") to be made by Lender
                 to Borrower

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                 on February 18, 1998 by wire transfer of immediately available
                 funds from Lender to Borrower. The Advance from Lender to
                 Borrower shall for all purposes be treated as a "Line of Credit
                 Loan" within the meaning of Section 2.2 of the Loan and
                 Security Agreement, except as otherwise provided herein. Lender
                 hereby consents to being bound by and subject to the Loan and
                 Security Agreement as a "lender" thereunder.

         2.           WARRANTS. Pursuant to the terms of the Loan and Security
                 Agreement, Borrower hereby issues to Lender a warrant to
                 acquire 43,333 of its shares of Common Stock for an exercise
                 price of $6.25, and subject to all of the other terms and
                 conditions of the Warrant Agreement annexed hereto as Exhibit
                 A.

         3.           WAIVER OF WAITING PERIOD FOR CONVERSION. Notwithstanding
                 anything to the contrary set forth in the Loan and Security
                 Agreement, Lender may convert all or a portion of the principal
                 amount of the Advance and interest thereon into Common Stock of
                 the Company, in accordance with the terms and conditions of the
                 Loan and Security Agreement and the Convertible Note annexed
                 hereto as Exhibit B, issued by Borrower to Lender to evidence
                 payment terms of the Advance.

         4.           CHANGE OF CONTROL. Notwithstanding anything

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                 to the contrary in the Loan and Security Agreement, the entire
                 amount of indebtedness owed by Borrower to Lender, including
                 all accrued interest and penalties thereon, shall be
                 immediately due and payable without notice or any other
                 condition in the event of a "change of control" of Borrower.
                 For the purposes of this paragraph, a change of control shall
                 include any merger or consolidation of Borrower, any sale of
                 all or substantially all of the assets of Borrower, or any
                 change in the majority of the members of the Board of Directors
                 then serving Borrower, unless Lender approves in writing of
                 such change within three (3) days after such change has
                 occurred.

         5.           MISCELLANEOUS. Except as specifically provided herein, the
                 terms of the Advance to Borrower shall be governed by the Loan
                 and Security Agreement and the Convertible Note issued to
                 Lender.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and date first above written.


                                              COUNTRY STAR RESTAURANTS, INC.



                                              By: /s/ DAN J. RUBIN
                                                --------------------------------
                                                      Dan J. Rubin, President




                                              ROY B. RUBIN, M.D., P.C., M.P.P.P.



                                              By:  /s/ ROY B. RUBIN
                                                --------------------------------
                                                       Roy B. Rubin, Trustee

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