EXHIBIT 10.8




                                   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

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"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. 
                                      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

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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 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

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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
(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,

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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 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

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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 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

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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 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.

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         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 the parties with regard to the subjects hereof, and supersedes
any prior oral or written agreements or negotiations.

                           [SIGNATURE PAGE TO FOLLOW]

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         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

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