NOTE FOR COMMON STOCK EXCHANGE AGREEMENT
THIS NOTE FOR COMMON STOCK EXCHANGE AGREEMENTS is made to be effective as of 23rd day
of December 1999 by and between STAR LIQUIDATION COMPANY, LLC, a California Limited Liability
Corporation (SLC) and GO CALL INC., a Delaware Corporation (GO). This Agreement supersedes and
replaces an agreement of a date even with The Telephone Company, LLC, a California Limited Liability
Corporation which agreement has been canceled. (Exhibit A)
THE PARTIES AGREE AS FOLLOWS:
1 The Exchange
1.1 Subject to the terms and conditions of this Agreement, SLC agrees at the closing to acquire the approximate
six hundred fifty one thousand (651,000) shares of COUNTRY STAR RESTAURANTS INC. (STAR), owned
by GO, which represents about 92% of the presently issued and outstanding shares of STAR, in exchange for a
note in the amount of seven hundred and twenty-eight thousand dollars ($728,000) shown at Exhibit B. (Note).
The Parties agree the shares of STAR will be contributed simultaneously to the STAR Trust. (Exhibit C)
1.2 The above exchange is based on STAR having no more than 750,000 shares of Common stock outstanding
at the time of the closing as defined in paragraph 1.3 below.
1.3 The Closing shall be effective as of December 31, 1999 or at such time and place as the Parties mutually
agree upon in writing (which time and place are designated as the "Closing Date"). At the Closing, SLC shall
deliver to GO, the Note. GO shall deliver to Bruce Alschuld, Esq., as trustee for the Star Trust (Trustee), the
651,000 shares of STAR common stock, which represents 92% of all of the common stock of STAR on a fully
diluted basis prior to the close of the transaction.
1.4 STAR owns a single Restaurant, which is subject 40% a Profit Participation Agreement with Big L Holdings,
Inc. (Exhibit D). GO believes and has advised SLC that Big L is in violation of said agreement.
1.5 This Agreement has been approved by the respective Boards of Directors of GO and the SLC.