SECURITY AND PLEDGE AGREEMENT
THIS SECURITY AND PLEDGE AGREEMENT (the "Agreement") is entered into as of March 18, 1999, by
and between Country Star Restaurants, Inc. a Delaware corporation, (the "Debtor") and Go Call, Inc., a
Delaware corporation ("Secured Party").
WHEREAS, pursuant to the terms of that certain Credit Line Agreement, dated as of March 18, 1999 (the
"Credit Line Agreement") expired December 31, 1999, by and among Debtor and Secured Party, Debtor has
delivered to Secured Party a Secured Promissory Note, expired December 31, 1999 (the "Note"), dated as of
March 18, 1999; and
WHEREAS, as a material inducement to Secured Party to execute the Credit Line Agreement, Debtor has
agreed to pledge, as security for the payment of the obligations under the Credit Line Agreement and the Note,
the Collateral described herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. CREATION OF SECURITY INTEREST AND DESCRIPTION OF COLLATERAL.
a. Debtor hereby grants, assigns and pledges as security and conveys to Secured Party, a security interest in all of
the following personal property of Debtor, now owned or hereafter acquired (the "Collateral"):
(1) all present and future rights of Debtor to payment of money, whether due or to become due, including,
without limitation, any right to payment for goods sold or leased, or to be sold or leased, or for services
rendered, or to be rendered, no matter how evidenced and whether or not earned by performance, any account,
accounts receivable, instruments and chattel paper.
(2) all present and fixture contract rights, general intangibles, including, but not limited to, tax and duty refunds,
registered and unregistered patents, inventions, trademarks, service marks, copyrights, trade names, applications
for the foregoing, trade secrets, goodwill, processes, drawings, blueprints, customer lists, franchises, permits,