November 6, 1998 Mr. Keith Barish One Central Park West New York, NY 10023 Dear Mr. Barish: This letter agreement is intended to set forth the agreements you and we have reached in our discussions over the past few days. 1. You shall, upon the...

                      CONFIDENTIAL SETTLEMENT MATERIAL


                    Planet Hollywood International, Inc.
                           0000 Xxxxxxxxx Xxxxxx
                           Xxxxxxx, Xxxxxxx 00000



                                                           November 6, 1998


Mr. Xxxxx Xxxxxx
Xxx Xxxxxxx Xxxx Xxxx
Xxx Xxxx, XX 00000



Dear Xx. Xxxxxx:

          This letter agreement is intended to set forth the agreements you
and we have reached in our discussions over the past few days.

          1. You shall, upon the effectiveness of this letter agreement,
execute and deliver to the Company a letter of resignation as Chairman of
the Board of Directors (but not as a Director at this time) and as an
employee of the Company (the "Resignation Letter") in the form attached as
Annex A hereto.

          2. You and we shall, and we shall cause Xx. Xxxxxx Xxxx to, upon
the effectiveness of this letter agreement, execute and deliver the
applicable releases (the "Releases") in the forms attached as Annex B-1 and
Annex B-2 hereto.

          3. You and we shall, upon the effectiveness of this letter
agreement, execute and deliver a registration rights agreement (the
"Registration Rights Agreement") in the form attached as Annex C hereto.

          4. You and we shall, upon the effectiveness of this letter
agreement, execute and deliver a lock-up letter (the "Lock-up Letter") in
the form attached hereto as Annex D.

          5. Upon or as promptly as practicable after the effectiveness of
this letter agreement, the Company shall, in compliance with the procedures
of the New York Stock




                                                                          2

Exchange ("NYSE"), issue a press release (the "Press Release") in the form
attached hereto as Annex E.

          6. Except for the Press Release, neither you nor we shall,
without the prior written consent of the other party hereto, issue or
publish any other public statement, in written, verbal or any electronic
format, concerning the substance of this letter agreement; provided,
however, that (i) you and we shall be entitled to make any disclosure
required by law without the other party's prior written consent and,
specifically, that the Company shall be entitled without your prior written
consent to (A) include in its filings with the Securities and Exchange
Commission (the "SEC") and the NYSE disclosure concerning this letter
agreement that is substantially similar to the disclosure in the Press
Release and (B) file copies of this letter agreement or any part hereof or
any of the documents referred to herein as an exhibit to any filings made
with the SEC and the NYSE and (ii) we shall be entitled, in response to
inquiries from or other conversations with analysts or investors, to make
any disclosure consistent with our customary practices and consistent with
the disclosure contained in the Press Release or this letter agreement and
the annexes hereto.

          7. Neither you nor we shall make or publish any public statement,
or make any private statement to any shareholder of the Company or any
celebrity that promotes the Company's business, whether in written, verbal
or electronic format, that is designed or intended to disparage or
embarrass, the other party hereto (including, in the case of the Company,
any of its directors, officers, employees, participating celebrities or
shareholders). In furtherance of the foregoing, you shall not, in any
dealings with celebrities who promote the Company's restaurants and other
ventures, act in a way that is both designed or intended to, and which does
in fact, adversely affect the continuing involvement of such celebrities in
the promotion of the Company's business. The making of a true statement of
fact (i) in the scope of your responsibilities to the Company as a Director
or (ii) to a celebrity in response to an inquiry from such celebrity shall
not be construed to fall within the scope of the limitation in the
preceding sentence.

          8. Each of the parties agrees that any violation of his or its
agreements set forth in paragraph 6 and 7 will be deemed to have caused
irreparable injury to the other party hereto and that there would in such
case be no adequate remedy at law. Accordingly, each of the parties agrees
that such agreements shall be enforceable by the other party through any
equitable remedy, including





                                                                          3

injunctive relief and specific performance. Notwithstanding the foregoing,
each party shall be entitled to seek any available remedy at law, and no
remedy shall be exclusive of any other remedy. In addition, each of the
parties shall cause his or its officers, directors, employees, agents,
family members, advisors and attorneys to comply with the provisions of
paragraphs 6 and 7 as fully as if such persons were signatories to this
letter agreement.

          9. Any notice or communication pursuant to this letter agreement
shall be in writing and delivered in person or telecopied (with telephonic
confirmation) or delivered by overnight courier, addressed as follows:

                  if to Xx. Xxxxxx:

                        Mr. Xxxxx Xxxxxx
                        Xxx Xxxxxxx Xxxx Xxxx
                        Xxx Xxxx, XX 00000
                        Telecopy: 000-000-0000

                  with a copy to:

                        Xxxxxx Xxxxxx, Esq.
                        Xxxxxxxxxxx Xxxxx, Esq.
                        Xxxxx & Xxxxxxxx LLP
                        00 Xxxxxxxx Xxxx Xxxxx
                        Xxxxxx, XX 00000
                        Telecopy:  000-000-0000

                  if to the Company:

                        Planet Hollywood International, Inc.
                        0000 Xxxxxxxxx Xxxxxx
                        Xxxxxxx, Xxxxxxx 00000
                        Attention of General Counsel
                        Telecopy:  000-000-0000

                  with a copy to:

                        Xxxxxxx X. Xxxxxx, III, Esq.
                        Xxxxxxx, Swaine & Xxxxx
                        Worldwide Plaza
                        000 Xxxxxx Xxxxxx
                        Xxx Xxxx, XX 00000-7475
                        Telecopy:  000-000-0000

          11. This letter agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York, without
reference to its choice of law rules; provided, however, that matters of
corporate law





                                                                          4

shall be governed by, and construed in accordance with, the general
corporation laws of Delaware.

          Each of you and the Company irrevocably and unconditionally
submits to the exclusive jurisdiction of any state or federal court sitting
in the County of New York, over any suit, action or proceeding arising out
of or relating to this letter agreement. Service of any process, summons,
notice or document by registered mail addressed to you or the Company, as
the case may be, shall be effective service of process against such person
for any suit, action or proceeding brought in any such court. Each of you
and the Company irrevocably and unconditionally waives any objection to the
laying of venue of any such suit, action or proceeding brought in any such
court and any claim that any such suit, action or proceeding has been
brought in an inconvenient forum. A final judgment in any such suit, action
or proceeding brought in any such court may be enforced in any other courts
to whose jurisdiction you or the Company, as the case may be, is or may be
subject, by suit upon judgment.

          12. All references herein or in the Annexes hereto to this letter
agreement shall be deemed to include this letter agreement and the Annexes
hereto, which are hereby incorporated herein and made a part hereof. This
letter agreement contains the entire agreement between the parties relating
to the subject matter hereof and supersedes all oral statements and prior
writings with respect thereto. This letter agreement may not be amended or
modified except by a writing executed by each of the parties hereto. This
letter agreement is solely for the benefit of you and the Company and our
respective successors, heirs or personal representatives, and no other
person (except for Released Persons, as set forth in Annexes B-1 and B-2
hereto, and for Indemnified Parties, to the extent set forth in Annex C
hereto) shall acquire or have any rights under or by virtue of this letter
agreement. The agreements and obligations of a party in this letter
agreement shall bind its successors, heirs and personal representatives.

          If any term, provision, covenant or restriction in this letter
agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable or against public policy, the remainder of the terms,
provisions, covenants and restrictions contained herein shall remain in
full force and effect and shall in no way be affected, impaired or
invalidated. Each of the parties hereto shall endeavor in good faith
negotiations to replace the invalid, void or unenforceable provisions with
valid provisions the





5 effect of which comes as close as possible to that of the invalid, void
or unenforceable provisions.

          This letter agreement may be executed in counterparts, each of
which will be deemed an original, but all of which taken together will
constitute one and the same instrument.

          If the foregoing correctly sets forth our understanding, please
indicate your acceptance of the terms hereof by signing in the appropriate
space below and returning to us the enclosed duplicate original hereof,
whereupon this letter shall become an effective, binding agreement between
us.


                                        Very truly yours,

                                        PLANET HOLLYWOOD
                                        INTERNATIONAL, INC.,


                                        By:
                                           -----------------------------
                                           Name:
                                           Title:


Accepted and agreed to
as of the date first
written above,


----------------------------
     Xxxxx Xxxxxx


                                                                    ANNEX A





November 6, 1998



To The Board of Directors of Planet Hollywood International, Inc.

Gentlemen:

It has been my great pleasure over the last eight years to have served as
Chairman of the Board of Directors of Planet Hollywood International, Inc.

With the recent addition of Xxxxxxx X. Xxxxxxxxx as President and Chief
Operating Officer, it is timely for me to step down as Chairman.
Accordingly, I am tendering my resignation as Chairman of the Board of
Directors of the Company effective November 10, 1998.

I shall continue to serve the Company as a member of the Board of Directors
and I look forward to seeing all of you at our December 3, 1998 meeting.
Thank you.

Sincerely,




Xxxxx Xxxxxx

                                                                  Annex B-1




                                  RELEASE


          For valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Xxxxx Xxxxxx ("Xxxxxx"), on behalf of himself, his
successors, assigns, affiliates, personal representatives and heirs, waives
and releases any and all existing and potential claims or causes of action,
actions, complaints and suits (collectively, "claims"), at law or in
equity, known or unknown, that each or all of them has, have, or may have
against, Planet Hollywood International, Inc., a Delaware corporation (the
"Company"), and its predecessors, successors, assigns, affiliates,
subsidiaries, each of their directors, officers, employees, shareholders
and attorneys, including Xxxxxx Xxxx (both in his individual capacity and
in his capacity as President, Chief Executive Officer and Director of the
Company) (collectively, the "Released Persons"), from the beginning of time
until the effectiveness of the letter agreement, dated November 6, 1998,
between Barish and the Company.


          IN WITNESS WHEREOF, the undersigned has duly executed this
instrument as of the 6th day of November, 1998.



                                        -----------------------------
                                               Xxxxx Xxxxxx


                                                                  Annex B-2



                                  RELEASE



          For valuable consideration, the receipt and adequacy of which are
hereby acknowledged, each of Planet Hollywood International, Inc., a
Delaware corporation (the "Company") and Xxxxxx Xxxx, on behalf of
themselves, their successors, assigns, affiliates, personal representatives
and heirs, waives and releases any and all existing and potential claims or
causes of action, actions, complaints and suits (collectively, "claims"),
at law or in equity, known or unknown, that each or all of them has, have,
or may have against Xxxxx Xxxxxx ("Xxxxxx") (in his individual capacity, in
his capacity as Chairman of the Board of Directors of the Company and in
his capacity as a Director of the Company) and his successors, assigns,
affiliates, personal representatives, heirs, each of their directors,
officers, employees, shareholders and attorneys (collectively, the
"Released Persons"), from the beginning of time until the effectiveness of
the letter agreement, dated November 6, 1998, between Barish and the
Company.


          IN WITNESS WHEREOF, each of the undersigned has duly executed
this instrument as of the 6th day of November, 1998.


                               PLANET HOLLYWOOD INTERNATIONAL, INC.


                               By:
                                   -------------------------------
                                   Name:
                                   Title:



                                   -------------------------------
                                             Xxxxxx Xxxx



                                                                    Annex C



                       REGISTRATION RIGHTS AGREEMENT


                                                           November 6, 1998

Mr. Xxxxx Xxxxxx
Xxx Xxxxxxx Xxxx Xxxx
Xxx Xxxx, XX 00000

Dear Xx. Xxxxxx:

          This Registration Rights Agreement is by and between Planet
Hollywood International, Inc., a Delaware corporation (the "Company"), and
Xxxxx Xxxxxx (the "Seller"). This Agreement provides for the registration
rights of the Seller in up to 10,000,000 shares (the "Shares") of the
Company's Class A Common Stock, par value $.01 per share ("Class A Common
Stock") beneficially owned by the Seller. As of the date hereof, the Seller
beneficially owns 22,075,563 shares of Class A Common Stock. The Company
agrees with the Seller, for the benefit of the Seller or its permitted
successors in interest (together, the "Holders"), as follows:


         1.  Shelf Registration.

               (a) The Company shall, at its cost, as promptly as
          practicable (but in no event later than December 4 , 1998) file
          with the Securities and Exchange Commission (the "Commission")
          and thereafter shall use its best efforts to cause to be declared
          effective as promptly as practicable a registration statement
          (the "Shelf Registration Statement") on an appropriate form under
          the Securities Act of 1933 (the "Securities Act") relating to the
          offer and sale of 10,000,000 of the Shares by the Holders thereof
          from time to time in accordance with the methods of distribution
          described in Section 2(b) and Rule 415 under the Securities Act
          (such a registration hereinafter referred to as the "Shelf
          Registration"); provided, however, that no Holder (other than the
          Seller) shall be entitled to have the Shares held by it covered
          by the Shelf Registration Statement unless such Holder agrees in
          writing to be bound by all the provisions of this Agreement
          applicable to such Holder.

               (b) The Company shall use its best efforts to keep the Shelf
          Registration Statement continuously effective in order to permit
          the prospectus included therein to be lawfully delivered by the
          Holders of the relevant Shares, for a period of two years (or for
          such longer period if extended pursuant to Section 2(i) or 2(n)
          below) from the date of its effectiveness or such shorter period
          that will terminate when all the Shares covered by the Shelf
          Registration Statement have been sold pursuant thereto; provided,
          however, that in the event that any Holder shall have failed to
          comply in any material respect with the methods of distribution
          described in Section 2(b), the Company shall be entitled to
          withdraw the Shelf Registration Statement such that the Holders
          would no longer be entitled to sell Shares thereunder.

               (c) Notwithstanding any other provisions of this Agreement
          to the contrary, the Company shall cause the Shelf Registration
          Statement and the related prospectus and any amendment or
          supplement thereto, as of the effective date of the Shelf
          Registration Statement, amendment or supplement, (i) to comply in
          all material respects with the applicable requirements of the
          Securities Act and the rules and regulations of the Commission
          and (ii) not to contain any untrue statement of a material fact
          or omit to state a material fact required to be stated therein or
          necessary in order to make the statements therein, in light of
          the circumstances under which they were made, not misleading.

          2. Registration Procedures. In connection with the Shelf
Registration contemplated by Section 1 hereof, the following provisions
shall apply:

               (a) The Company shall (i) furnish to the Seller, a
          reasonable period of time prior to the filing thereof with the
          Commission, a copy of the Shelf Registration Statement and each
          amendment thereof and each supplement, if any, to the prospectus
          included therein and give the Seller a




                                                                          2

          reasonable opportunity to comment thereon, and (ii) include the
          names of the Holders who propose to sell Shares pursuant to the
          Shelf Registration Statement as selling securityholders. The
          Company will also prepare and file a prospectus supplement or (if
          required) an amendment to the Shelf Registration Statement
          (including a post-effective amendment) to add as selling
          securityholders any Holder that becomes a Holder after the Shelf
          Registration Statement is initially filed.

               (b) Holders shall dispose of Shares pursuant to the Shelf
          Registration Statement only in privately negotiated transactions
          of at least 1,000,000 shares per transaction with purchasers who
          are identified by the selling Holder to the Company in advance of
          such disposition as set forth below and only to a purchaser who
          shall be a Permitted Transferee (as defined below). The Company
          shall in good faith use its commercially reasonable efforts to
          identify prospective purchasers for the Shares, including, as
          soon as practicable, approaching the Company's current largest
          stockholders to ascertain their interest in acquiring some or all
          of the Shares from the Holders. At the request of a Holder who
          has identified a prospective purchaser of Shares, the Company
          shall cause its Chief Executive Officer or Chief Operating
          Officer to be available on reasonable advance notice and at
          reasonable times to meet with representatives of such Xxxxxx and
          such identified purchaser to discuss the Company's business and
          prospects. A "Permitted Transferee" shall mean any "accredited
          investor" of the type described in Rule 501(a)(1) (other than a
          broker or dealer registered pursuant to Section 15 of the
          Securities Exchange Act of 1934 (the "Exchange Act")), (2), (3)
          or (7) that is approved in writing in advance by the Company's
          Chief Operating Officer as set forth below, other than (i) a
          person who is primarily engaged in a business that is directly
          competitive with any of the businesses of the Company and (ii) a
          person who, after giving effect to such prospective purchase of
          Shares, would beneficially own more than 30% of the Company's
          then outstanding voting common stock. Notwithstanding the
          foregoing definition, nothing in this Section 2(b) shall preclude
          a Holder from utilizing the services of a broker or dealer
          registered pursuant to Section 15 of the Exchange Act to
          facilitate the disposition of Shares to a Permitted Transferee.
          In connection with any proposed disposition of Shares by a Holder
          pursuant to the Shelf Registration Statement, such Holder shall
          notify the Company on any Business Day in a writing (which may be
          by facsimile) addressed to the Company's Chief Operating Officer
          and the Company's General Counsel of the identification of the
          proposed purchaser and the number of shares involved in the
          proposed transaction, provided, however, that if the proposed
          disposition of Shares is to a purchaser listed on Annex A
          attached hereto, as such Annex may from time to time be amended
          by the parties, such proposed purchaser shall automatically be
          deemed to be approved by the Chief Operating Officer with no
          notice required to be given by the Holder to the Company's Chief
          Operating Officer and General Counsel. The Company's Chief
          Operating Officer, acting in good faith, shall notify such Holder
          not later than the close of business (New York time) on the
          Business Day next succeeding the day on which notice is duly
          given to the Company, whether such proposed purchaser is
          approved, and if not approved, setting forth the reasonable basis
          upon which approval was withheld. Failure to so notify within the
          required time period shall constitute the approval of such
          proposed purchaser. If the Company's Chief Operating Officer
          shall have disapproved of a total of two separate proposed
          purchasers (that otherwise meet the criteria for a Permitted
          Transferee), the Seller shall have the unilateral right, by
          giving written notice to the Company, to immediately terminate
          this Agreement and the Lock-up Letter, dated November 6, 1998,
          between the Company and the Seller (which will entitle the
          Company to withdraw the Shelf Registration Statement), whereupon
          the Seller shall be entitled to dispose of any shares of Common
          Stock in any manner otherwise permitted by applicable law.

               (c) The Company shall give written notice to the Seller and
          any other Holders (which notice pursuant to clauses (ii)-(v)
          hereof shall be accompanied by an instruction to suspend the use
          of the prospectus until the requisite changes have been made):

                    (i) when the Shelf Registration Statement or any
               amendment thereto has been filed with the Commission and
               when the Shelf Registration Statement or any post-effective
               amendment thereto has become effective;

                    (ii) of any request by the Commission for amendments or
               supplements to the Shelf Registration Statement or the
               prospectus included therein or for additional information;





                                                                          3

                    (iii) of the issuance by the Commission of any stop
               order suspending the effectiveness of the Shelf Registration
               Statement or the initiation of any proceedings for that
               purpose;

                    (iv) of the receipt by the Company or its legal counsel
               of any notification with respect to the suspension of the
               qualification of the Shares for sale in any jurisdiction or
               the initiation or threatening of any proceeding for such
               purpose; and

                    (v) of the happening of any event that requires the
               Company to make changes in the Shelf Registration Statement
               or the prospectus in order that neither the Shelf
               Registration Statement nor the prospectus contained therein
               contains an untrue statement of a material fact or omits to
               state a material fact required to be stated therein or
               necessary to make the statements therein (in the case of the
               prospectus, in light of the circumstances under which they
               were made) not misleading.

               (d) The Company shall use its best efforts to obtain the
          withdrawal at the earliest possible time of any order suspending
          the effectiveness of the Shelf Registration Statement.

               (e) The Company shall furnish to each Holder of Shares
          included within the coverage of the Shelf Registration, without
          charge, at least one copy of the Shelf Registration Statement and
          any post-effective amendment thereto, including financial
          statements and schedules, and all exhibits thereto (including, if
          the Holder so requests in writing, those, if any, incorporated by
          reference).

               (f) The Company shall, during the Shelf Registration period
          set forth in Section 1(b), deliver to each Holder of Shares
          included within the coverage of the Shelf Registration, without
          charge, as many copies of the prospectus (including each
          preliminary prospectus) included in the Shelf Registration
          Statement and any amendment or supplement thereto as such person
          may reasonably request. The Company consents, subject to the
          provisions of this Agreement, to the use of the prospectus or any
          amendment or supplement thereto by each of the selling Holders of
          the Shares in connection with the offering and sale of the Shares
          covered by the prospectus, or any amendment or supplement
          thereto, included in the Shelf Registration Statement.

               (g) Prior to any public offering of the Shares pursuant to
          the Shelf Registration Statement the Company shall use its best
          efforts to (A) register or qualify the Shares to be included in
          the Shelf Registration Statement under such other securities laws
          or blue sky laws of such jurisdictions as the Holder shall
          reasonably request in writing, (B) keep such registrations or
          qualifications in effect and comply with such laws so as to
          permit the continuance of offers, sales and dealings therein in
          such jurisdictions for so long as may be reasonably necessary to
          enable such Holder to complete its distribution of the Shares
          pursuant to the Shelf Registration Statement and (C) take any and
          all such actions as may be reasonably necessary to enable such
          Holder to consummate the disposition in such jurisdictions of
          such Shares; provided, however, that the Company shall not be
          required to (i) qualify generally to do business in any
          jurisdiction where it is not then so qualified or (ii) take any
          action which would subject it to general service of process or to
          taxation in any jurisdiction where it is not then so subject.

               (h) The Company shall prepare and deliver certificates
          representing the Shares to be sold pursuant to the Shelf
          Registration Statement free of any restrictive legends and in
          such denominations and registered in such names as the Holders
          may request a reasonable period of time prior to sales of the
          Shares pursuant to the Shelf Registration Statement.

               (i) Upon the occurrence of any event contemplated by
          paragraphs (ii) through (v) of Section 2(c) above during the
          period for which the Company is required to maintain an effective
          Shelf Registration Statement, the Company shall promptly prepare
          and file a post-effective amendment to the Shelf Registration
          Statement or a supplement to the related prospectus and any other
          required document so that, as thereafter delivered to Holders of
          the Shares or purchasers of Shares, the prospectus will not
          contain an untrue statement of a material fact or omit to state
          any material fact required to be stated therein or necessary to
          make the statements therein, in light of the circumstances under
          which they were made, not misleading. If the Company notifies the
          Seller and any other Holder in accordance with paragraphs (ii)
          through (v) of Section 2(c) above to suspend





                                                                          4

          the use of the prospectus until the requisite changes to the
          prospectus have been made, then the Seller and such Holders shall
          suspend use of such prospectus, and the period of effectiveness
          of the Shelf Registration Statement provided for in Section 1(b)
          above shall be extended by the number of days from and including
          the date of the giving of such notice to and including the date
          when the Seller and such Holders shall have received such amended
          or supplemented prospectus pursuant to this Section 2(i).

               (j) The Company will comply with all rules and regulations
          of the Commission to the extent and so long as they are
          applicable to the Shelf Registration and will make generally
          available to its security holders (or otherwise provide in
          accordance with Section 11(a) of the Securities Act) an earnings
          statement satisfying the provisions of Section 11(a) of the
          Securities Act, no later than 45 days after the end of a 12-month
          period (or 90 days, if such period is a fiscal year) beginning
          with the first month of the Company's first fiscal quarter
          commencing after the effective date of the Shelf Registration
          Statement, which statement shall cover such 12-month period.

               (k) The Company shall include in the Shelf Registration
          Statement or any prospectus, prospectus supplement or
          post-effective amendment such information as is required by the
          applicable rules and regulations of the Commission and as a
          Holder or agents or underwriters of a Holder may reasonably
          specify should be included therein relating to the terms of the
          sale of the Shares included thereunder, including information
          with respect to the number of Shares being sold by such Holder or
          agents or to such underwriters, the name and description of such
          Holder, the offering price of such Shares and any discount,
          commission or other compensation payable in respect thereof, the
          purchase price being paid therefor by such underwriters and with
          respect to any other terms of the offering of the Shares to be
          sole in such offering; and make all required filings of such
          prospectus, prospectus supplement or post-effective amendment
          promptly after notification of the matters to be incorporated in
          such prospectus, prospectus supplement or post-effective
          amendment.

               (l) The Company may require each Holder of Shares to be sold
          pursuant to the Shelf Registration Statement to furnish to the
          Company such information regarding the Holder and the
          distribution of the Shares as is reasonably required to be
          included in the Shelf Registration Statement, and the Company may
          exclude from the Shelf Registration Statement the Shares of any
          Holder for so long as such Holder fails to furnish such
          information.

               (m) The Company shall (i) upon the written request of the
          Seller, make reasonably available for inspection by the Holders
          of the Shares and any attorney, accountant or other agent
          retained by the Holders of the Shares all relevant financial and
          other records, pertinent corporate documents and properties of
          the Company and (ii) cause the Company's officers, directors,
          employees, accountants and auditors to supply all relevant
          information reasonably requested in writing by the Seller or any
          such attorney, accountant or agent in connection with the Shelf
          Registration Statement, in each case, as shall be reasonably
          necessary to enable such persons to conduct a reasonable
          investigation within the meaning of Section 11 of the Securities
          Act; provided, however, that the foregoing inspection and
          information gathering shall be subject to reasonable
          confidentiality restrictions and shall be coordinated on behalf
          of the Holders of the Shares by one counsel designated by and on
          behalf of such parties as described in Section 3 hereof.

               (n) In connection with any underwritten sale of shares of
          Class A Common Stock by the Company, the Seller and each Holder
          shall, at the written request of the managing underwriter for
          such sale (which request may only be made once in any 12-month
          period), agree not to effect any public or private sale or
          distribution of Shares, including pursuant to the Shelf
          Registration Statement, during the 15-day period prior to, and
          during the 45-day period beginning on, the closing date of such
          underwritten offering by the Company. In the event a managing
          underwriter, pursuant to this subsection, requests that the
          Seller and each Holder agree not to effect any public or private
          sale or distribution of Shares for the periods specified
          hereunder, the Company hereby agrees that the period of
          effectiveness of the Shelf Registration Statement provided for in
          Section 1(b) above shall be extended by the number of days that
          the Seller and each Holder agree not to effect any sale or
          distribution.






                                                                          5

          3. Registration Expenses. Each of the Company, Seller and any
Holder shall bear all legal expenses incurred by it in connection with the
exercise of its rights or the performance of its obligations under Sections
1 and 2 hereof, whether or not the Shelf Registration Statement is filed or
becomes effective. Without limiting the generality of the foregoing, the
Company shall bear all legal and accounting expenses incurred by its
counsel and accountants, and the Holders shall bear all legal expenses
incurred by counsel engaged to act on their behalf. The Company shall be
responsible for the payment of all state and Federal fees payable in
connection with the registration of the Shares. All underwriting fees or
discounts and any other brokerage commission incurred in connection with
the sale of the Shares pursuant to the Shelf Registration shall be the sole
responsibility of the Holders of such Shares.

          4. Additional Registration Rights. (a) If, at any time after the
date of this Agreement, the Company proposes to register any of its common
stock under the Securities Act on a registration statement on Form S-1,
Form S-2 or Form S-3 ( or an equivalent general registration form then in
effect) for purposes of an underwritten offering or sale by or on behalf of
the Company of common stock for its own account (a "primary offering") or
upon the request or for the account of any holder (a "Registering
Shareholder") of common stock (a "secondary offering"), or for purposes of
a combined primary and secondary offering (a "Combined offering"), then in
each such case the Company shall, either prior to or not later than 15 days
after the time when any such registration statement is filed with the
Commission, request the managing underwriter for such offering whether any
or all the Shares held by Holders could be included in such offering
without adversely affecting the marketing of the Company's intended
offering. If the managing underwriter indicates that some or all the Shares
could be so included, then the Company will promptly give written notice
thereof to each Holder of Shares. Such notice shall specify, at a minimum,
the estimated effective date of such registration statement, the proposed
means of distribution of such shares, the managing underwriter or
underwriters of such shares and a good faith estimate by the Company of the
proposed maximum offering price thereof, as such price appears, or is
proposed to appear, on the facing page of such registration statement. Upon
the written direction of any such Holder of Shares, given within 10 days of
the receipt by such Holder of any such written notice (which direction
shall specify that such Holder would like to include its pro rata number of
Shares (based on the total number of Shares that the Holders are entitled
to include in such offering) in such offering), the Company shall include
in such registration statement all of such pro rata Shares then owned by
such Holder. The expenses of counsel incurred by any such Holder, and any
underwriters discounts or commissions, shall be for the account of such
Holder. Any such Holder shall have the right to withdraw such direction by
giving written notice to the Company to such effect within 5 days after
giving such direction. Notwithstanding the foregoing, no Holder of Shares
shall have any right hereunder if the registration proposed to be effected
by the Company relates solely to shares of common stock which are issuable
solely to directors, officers, employees, celebrities and consultants of
the Company or any subsidiary thereof pursuant to a bona fide employee
stock option, bonus or other employee benefit plan or arrangement.

          5. Indemnification. (a) The Company agrees to indemnify and hold
harmless each Holder of the Shares and each person, if any, who controls
such Holder within the meaning of the Securities Act or the Exchange Act
and each person, if any, that acts as an agent for a Holder in facilitating
a disposition of Shares pursuant to the Shelf Registration Statement (each
Holder and such controlling and other persons are referred to collectively
as the "Indemnified Parties") from and against any losses, claims, damages
or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Shares) to which each
Indemnified Party may become subject under the Securities Act, the Exchange
Act or otherwise, insofar as such losses, claims, damages, liabilities or
actions arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Shelf Registration
Statement or prospectus or in any amendment or supplement thereto or in any
preliminary prospectus relating to the Shelf Registration, in any document
incorporated by reference into the foregoing, or arise out of, or are based
upon, the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading, and shall reimburse, as incurred, the Indemnified Parties
for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or
action in respect thereof; provided, however, that (i) the Company shall
not be liable in any such case to the extent that such loss, claim, damage
or liability arises out of or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in the Shelf
Registration Statement or prospectus or in any amendment or supplement
thereto or in any preliminary prospectus relating to the Shelf Registration
or in any document incorporated by reference into the foregoing, in
reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Company by





                                                                          6

or on behalf of such Holder specifically for inclusion therein and (ii)
with respect to any untrue statement or omission or alleged untrue
statement or omission made in any prospectus, or any amendment or
supplement thereto, or any preliminary prospectus relating to the Shelf
Registration Statement or in any document incorporated by reference into
the foregoing, the indemnity agreement contained in this subsection (a)
shall not inure to the benefit of any Holder from whom the person asserting
any such losses, claims, damages or liabilities purchased the Shares
concerned to the extent that either (x) a prospectus relating to such
Shares was required to be delivered by such Holder under the Securities Act
in connection with such purchase and there was not sent or given to such
person, at or prior to the written confirmation of the sale of such Shares
to such person, a copy of the final prospectus (in the case of any such
preliminary prospectus) or a prospectus amendment or supplement (in any
other case) if the Company had previously furnished copies thereof to such
Holder, and such untrue statement or omission or alleged untrue statement
or omission was corrected in such final prospectus or prospectus amendment
or supplement, or (y) at the time of such purchase such Holder had received
advice from the Company that the use of such prospectus, amendment,
supplement or preliminary prospectus was suspended as provided in Section
2(c); provided further, however, that this indemnity agreement will be in
addition to any liability which the Company may otherwise have to such
Indemnified Party.

          (b) Each Holder of the Shares, severally and not jointly, will
indemnify and hold harmless the Company and each person, if any, who
controls the Company within the meaning of the Securities Act or the
Exchange Act from and against any losses, claims, damages or liabilities or
any actions in respect thereof, to which the Company or any such
controlling person may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Shelf
Registration Statement or prospectus or in any amendment or supplement
thereto or in any preliminary prospectus relating to the Shelf
Registration, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements
therein not misleading, but in each case only to the extent that the untrue
statement or omission or alleged untrue statement or omission was made in
reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Company by or on behalf of such Holder
specifically for inclusion therein; and, subject to the limitation set
forth immediately preceding this clause, shall reimburse, as incurred, the
Company for any legal or other expenses reasonably incurred by the Company
or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof.
This indemnity agreement will be in addition to any liability which such
Holder may otherwise have to the Company or any of its controlling persons.

          (c) Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action or proceeding
(including a governmental investigation), such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this Section 5, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not, in any
event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. In case any such action is brought against any
indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party (who shall
not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in
connection with the defense thereof; provided, however, that if the
indemnifying party is a party to such action and the indemnified party
reasonably determines that the interests of the indemnified party and the
indemnifying party conflict with respect to such action, then the
indemnified party shall have the right to representation by separate
counsel at the expense of the indemnifying party. No indemnifying party
shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have
been sought hereunder by such indemnified party unless such settlement
includes an unconditional release of such indemnified party from all
liability on any claims that are the subject matter of such action.






                                                                          7

          (d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsections (a) or (b) above, then each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof)
referred to in subsection (a) or (b) above (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying
party or parties on the one hand and the indemnified party on the other
from the registration, offer and sale of the Shares pursuant to the Shelf
Registration Statement, or (ii) if the allocation provided by the foregoing
clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the indemnifying party or parties
on the one hand and the indemnified party on the other in connection with
the statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other
relevant equitable considerations. The relative fault of the parties shall
be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company on the one hand or such Holder or such other indemnified party, as
the case may be, on the other, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement
or omission. The amount paid by an indemnified party as a result of the
losses, claims, damages or liabilities referred to in the first sentence of
this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding any other provision of this Section 5(d),
the Holders of the Shares shall not be required to contribute any amount in
excess of the amount by which the net proceeds received by such Holders
from the sale of the Shares pursuant to the Shelf Registration Statement
exceeds the amount of damages which such Holders have otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this paragraph (d),
each person, if any, who controls such indemnified party within the meaning
of the Securities Act or the Exchange Act shall have the same rights to
contribution as such indemnified party and each person, if any, who
controls the Company within the meaning of the Securities Act or the
Exchange Act shall have the same rights to contribution as the Company.

          (e) The agreements contained in this Section 5 shall survive the
sale of the Shares pursuant to the Shelf Registration Statement and shall
remain in full force and effect, regardless of any termination or
cancelation of this Agreement or any investigation made by or on behalf of
any indemnified party.

          6. Miscellaneous. (a) This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of New York,
without reference to its choice of law rules.

               (b) Each Holder and the Company irrevocably and
unconditionally submits to the exclusive jurisdiction of any state or
federal court sitting in the County of New York over any suit, action or
proceeding arising out of or relating to this Agreement. Service of any
process, summons, notice or document by registered mail addressed to a
Holder or the Company, as the case may be, shall be effective service of
process against such person for any suit, action or proceeding brought in
any such court. Each Holder and the Company irrevocably and unconditionally
waives any objection to the laying of venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit,
action or proceeding has been brought in an inconvenient forum. A final
judgment in any such suit, action or proceeding brought in any such court
may be enforced in any other courts to whose jurisdiction such Holder or
the Company, as the case may be, is or may be subject, by suit upon
judgment. No remedy is exclusive of any other remedy. All available
remedies are cumulative.

               (c) Any notice or communication pursuant to this Agreement
shall be in writing and delivered in person or telecopied (with telephonic
confirmation) or delivered by overnight courier, addressed as follows:

               If to a  Holder  (other  than  the  Seller),  at the most
               current address given by such Holder to the Company.

               if to the Seller:






                                                                          8

                      Mr. Xxxxx Xxxxxx
                      Xxx Xxxxxxx Xxxx Xxxx
                      Xxx Xxxx, XX 00000
                      Telecopy:  000-000-0000

               with a copy to:

                      Xxxxxx Xxxxxx, Esq.
                      Xxxxxxxxxxx Xxxxx, Esq.
                      Xxxxx & Xxxxxxxx LLP
                      00 Xxxxxxxx Xxxx Xxxxx
                      Xxxxxx, XX 00000
                      Telecopy:  000-000-0000

               if to the Company:

                      Planet Hollywood International, Inc.
                      0000 Xxxxxxxxx Xxxxxx
                      Xxxxxxx, Xxxxxxx 00000
                      Attention of General Counsel
                      Telecopy:  000-000-0000

               with a copy to:

                      Xxxxxxx X. Xxxxxx, III, Esq.
                      Xxxxxxx, Swaine & Xxxxx
                      Worldwide Plaza
                      000 Xxxxxx Xxxxxx
                      Xxx Xxxx, XX 00000-7475
                      Telecopy:  000-000-0000


               (d) This Agreement contains the entire agreement between the
parties relating to the subject matter hereof and supersedes all oral
statements and prior writings with respect thereto. This Agreement may not
be amended or modified except by a writing executed by the Company and
Holders of a majority of the Shares subject to the Shelf Registration
Statement. This Agreement is solely for the benefit of the Holders and the
Company and their respective successors, heirs or personal representatives,
and no other person (except for Indemnified Parties) shall acquire or have
any rights under or by virtue of this Agreement. The agreements and
obligations of a party in this Agreement shall bind its successors, heirs
and personal representatives.

               (e) If any term, provision, covenant or restriction in this
Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable or against public policy, the remainder of the terms,
provisions, covenants and restrictions contained herein shall remain in
full force and effect and shall in no way be affected, impaired or
invalidated. Each Holder and the Company shall endeavor in good faith
negotiations to replace the invalid, void or unenforceable provisions with
valid provisions the effect of which comes as close as possible to that of
the invalid, void or unenforceable provisions.

               (f) This Agreement may be executed in counterparts, each of
which will be deemed an original, but all of which taken together will
constitute one and the same instrument.






                                                                          9

          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a
binding agreement between the Seller and the Company in accordance with its
terms.


                                   Very truly yours,

                                   PLANET HOLLYWOOD INTERNATIONAL, INC.

                                      by
                                        -----------------------------
                                        Name:
                                        Title:


The foregoing Registration  
Rights Agreement is hereby confirmed
and accepted as of the date first 
above written.


------------------------------------
            Xxxxx Xxxxxx





                                                                         10

                                                                    ANNEX A


                        List of Approved Purchasers

FIDELITY

X. XXXX

XXXXXXXXX

LIPPER & CO.

OSCAR CAPITAL

XXXXXXXX

XXXXXX

XXXXXXXX

XXXXXX XXXXXX

XXXXXXXXXXX CAPITAL

XXXXXX

XXXX XXXXXXX

XXXXXXX (Various Managed Funds)

HEARTLAND

XXXXXXX XXXXX (Various Funds)

TCW NY

CAPITAL RESEARCH

TUTOR

XXXX CAPITAL

BROOK ASSET MANAGEMENT

ALLIANCE CAPITAL MANAGEMENT





                                                                         11

FEYEZ SAROFIM & CO.

GABRELLI FUNDS INC.

PUTNUM INVESTMENTS

WARBURG PINCUS ASSET MANAGEMENT

CHASE CAPITAL PARTNERS

LAZARD FRERES & CO.

CENTER PARTNERS MANAGEMENT

STATE OF WISCONSIN
OR
ANY STATE FUND (PENSION, RETIREMENT ETC.)

XXXXXXX CAPITAL

PACIFIC HOLDING CO.

MARTIZ, WOLF & CO.

GARTMORE-LONDON

SOCIETE GENERALE-PARIS

ADIG-FRANKFURT

SUMITOMO BANK & TRUST-TOKYO

SWISS BANK-GENEVA

BRITANNIA-LONDON




                                                                    Annex D


                                                           November 6, 1998


Planet Hollywood International, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx  00000



Dear Sirs:

          As an inducement to Planet Hollywood International,
Inc., a Delaware corporation (the "Company"), to execute a
letter agreement of even date herewith between the
undersigned and the Company (the "Letter Agreement"), the
undersigned hereby agrees that, until May 4, 2000, the
undersigned will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly (collectively,
"transfer"), any shares of common stock of the Company (the
"Common Stock") owned or held of record by the undersigned as
of the date hereof or securities convertible into or
exchangeable or exercisable for any shares of Common Stock,
or publicly disclose the intention to make any such transfer,
without the prior written consent of the Company; provided,
however, that:

          (i) the restriction in this agreement shall not
     apply to the transfer of, and the undersigned shall be
     entitled to transfer, any and all shares of Common Stock
     included in any registration statement filed with and
     declared effective by the Securities and Exchange
     Commission pursuant to and in compliance with the terms
     of the Registration Rights Agreement (as defined in the
     Letter Agreement);

          (ii) if the Shelf Registration Statement (as
     defined in the Registration Rights Agreement of even
     date herewith between the Company and the undersigned
     (the "Registration Rights Agreement")) is not declared
     effective by the Securities and Exchange Commission on
     or before such date as the Company publicly announces
     its earnings results through September 30, 1998 (which
     announcement date is expected to be on or before
     November 11, 1998), then the restriction in this
     agreement shall not apply to the transfer of, and the
     undersigned shall be entitled to transfer, in one
     transaction, any and all shares of Common Stock in
     reliance on the exemption from the registration
     requirements of the Securities Act provided by Rule 144
     (a "144 Transaction"); provided, however, that (A) such
     144 Transaction shall be effected only in the manner
     described in Section 2(b) of the Registration Rights
     Agreement, including obtaining the prior approval in





                                                            2

     writing by the Company's Chief Operating Officer of any
     prospective purchaser, and shall be made only in
     compliance with the internal rules of the Company
     concerning the sale of Common Stock by affiliates;
     provided, however, that in the event the volume
     restrictions imposed on the undersigned pursuant to a
     144 Transaction require the undersigned to sell a block
     with less than 1,000,000 shares, the undersigned shall
     be entitled to sell such smaller amount notwithstanding
     any provision herein or in the Registration Rights
     Agreement to the contrary; and provided, further, that
     any rejection by the Chief Operating Officer of any
     prospective purchaser hereunder shall count toward the
     maximum number of rejections allowed before the
     undersigned's termination rights are triggered pursuant
     to Section 2(b) of the Registration Rights Agreement and
     (B) the right of the undersigned to undertake such a 144
     Transaction shall expire upon the effectiveness of the
     Initial Shelf Registration Statement; and

          (iii) the restriction in this agreement shall not
     apply to the transfer of, and the undersigned shall be
     entitled to transfer, any and all shares of Common Stock
     to any Permitted Transferee (as defined in the
     Registration Rights Agreement except for the purposes of
     this clause (iii), the term Permitted Transferee shall
     also include an "accredited investor" of the type
     described in Rule 501(a)(4), (5) and (6) as well) who
     shall, prior to such transfer, execute and deliver to
     the Company an agreement in form and substance similar
     to this agreement in all material respects; provided,
     however, that the undersigned shall not be required to
     obtain the approval of the Company's Chief Operating
     Officer prior to such transfer.

          In furtherance of the foregoing, the undersigned
acknowledges that the Company will authorize its transfer
agent and registrar to decline to make any transfer of shares
of Common Stock if such transfer would constitute a violation
or breach of this agreement.

          By agreeing to and accepting this letter, you agree
that when the restrictions contained in this letter have
expired and when you have received an opinion of counsel
(which counsel shall be reasonably acceptable to you) to the
effect that the shares represented by such certificates may
be transferred without registration under the Securities Act
of 1933, you shall remove or cause your transfer agent to
remove all restrictive legends from any certificates
representing shares of Common Stock that are held by the
undersigned at the time of this letter.





                                                            3

          By agreeing to and accepting this letter, you also
agree that you will file any reports you are required to file
under the Exchange Act so as to enable the undersigned (or
any transferee of the undersigned permitted by this letter),
subject to the restrictions in this letter, to sell shares of
Common Stock without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144
under the Securities Act (as such Rule may be amended from
time to time), and that you will continue to file such
reports until restrictive legends are removed from all shares
of Common Stock held by the undersigned on the date of this
letter.

          Notwithstanding any provision to the contrary, you
and the undersigned agree that as set forth in the
Registration Rights Agreement, the undersigned shall have the
unilateral right to terminate this letter agreement, which
termination shall be immediately effective upon delivery of
the notice contemplated in Section 2(b) of the Registration
Rights Agreement.

          This agreement shall be binding on you and the
undersigned and the respective successors, heirs, personal
representatives and assigns of you and the undersigned.


                              Very truly yours,



                              ---------------------------------
                                                 Xxxxx Xxxxxx

Agreed and accepted:

PLANET HOLLYWOOD
INTERNATIONAL, INC.

By:
    -----------------
    Name:
    Title:


                                                      Annex E





ORLANDO, FL--PLANET HOLLYWOOD INTERNATIONAL, INC. ANNOUNCED
TODAY THAT EFFECTIVE NOVEMBER 10, 1998, XXXXXX XXXX, A
DIRECTOR AND THE COMPANY'S CHIEF EXECUTIVE OFFICER, HAS ALSO
BEEN ELECTED CHAIRMAN OF THE BOARD OF DIRECTORS. XX. XXXX
XXXXXXXX XXXXX XXXXXX WHO RESIGNED AS CHAIRMAN EFFECTIVE
NOVEMBER 10, 1998. XX. XXXXXX HAS STATED THAT "WITH THE
RECENT ADDITION OF XXXXXXX X. XXXXXXXXX AS PRESIDENT AND
CHIEF OPERATING OFFICER, IT IS TIMELY FOR ME TO STEP DOWN AS
CHAIRMAN." XX. XXXXXX WILL REMAIN A MEMBER OF THE BOARD OF
DIRECTORS.

THE DIRECTORS, ON BEHALF OF THE COMPANY AND ITS DEDICATED
EMPLOYEES, THANK XX. XXXXXX FOR HIS YEARS OF COMMITTED
SERVICE AS THE COMPANY'S CHAIRMAN AND LOOK FORWARD TO HIS
CONTINUED COUNSEL AS A DIRECTOR OF THE COMPANY.

Planet Hollywood is a creator and worldwide developer of
consumer brands that capitalize on the universal appeal of
movies, sports, music and other leisure-time activities. The
Company's worldwide operations offer products and services in
the retail, leisure, entertainment and lodging sectors.
Planet Hollywood's Class A common stock is listed under the
symbol "PHL" on the New York Stock Exchange.





                                              December   , 1998


Planet Hollywood International, Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000


Dear Sirs:

          Reference is made to the Lock-Up Letter dated
November 6, 1998 (the "Letter"), between you and the
undersigned, attached hereto as Exhibit A.

          This letter amendment sets forth your and our
agreement to amend the Letter. Accordingly, the Letter is
hereby amended as follows:

          Subparagraph (ii) is replaced in its entirety with
     the following:

          (ii) if the Shelf Registration Statement (as
          defined in the Registration Rights Agreement of
          even date herewith between the Company and the
          undersigned (the "Registration Rights Agreement"))
          is not declared effective by the Securities and
          Exchange Commission (the "Commission") on or before
          such date as the Company publicly announces its
          earnings results through September 30, 1998 (which
          announcement date is expected to be on or before
          November 11, 1998), then the restriction in this
          agreement shall not apply to the transfer of, and
          the undersigned shall be entitled to transfer, in
          one transaction, any and all shares of Common Stock
          in reliance on the exemption from the registration
          requirements of the Securities Act provided by Rule
          144 (a "144 Transaction"); provided, however, that
          (A) such 144 Transaction shall be effected only in
          the manner described in Section 2(b) of the
          Registration Rights Agreement, including obtaining
          the prior approval in writing the Company's Chief
          Operating Officer of any prospective purchaser, and
          shall be made only in compliance with the internal
          rules of the Company concerning the sale of Common
          Stock by affiliates; provided, however, that in the
          event the volume restrictions imposed on the
          undersigned pursuant to a 144 Transaction require
          the undersigned to sell shares in a block of less
          than 1,000,000 shares, the undersigned shall be
          entitled to sell such smaller amount
          notwithstanding any provision





          herein or in the Registration Rights Agreement to
          the contrary; and provided, further, that any
          rejection by the Chief Operating Officer of any
          prospective purchaser hereunder shall count toward
          the maximum number of rejections allowed before the
          undersigned's termination rights are triggered
          pursuant to Section 2(b) of the Registration Rights
          Agreement, and (B) such 144 transaction shall only
          be permitted concurrently with or after the sale of
          all the shares of Common Stock covered by the
          registration statement filed with the Commission
          pursuant to the Registration Rights Agreement; and

          This amendment may be executed in counterparts,
each of which will be deemed an original, but all of which
taken together will constitute one and the same instrument.

          Except as herein amended, the Letter shall
otherwise remain in full force and effect.

          This letter amendment shall be governed by, and
construed in accordance with, the internal laws of the State
of New York, without reference to its choice of law rules.

          IN WITNESS WHEREOF, each of the undersigned has
duly executed and delivered this letter amendment as of the
14th day of December, 1988.

                              Very truly yours,

                              PLANET HOLLYWOOD
                              INTERNATIONAL, INC.

                              By
                                -----------------------
                                Name:
                                Title:




--------------------------
       Xxxxx Xxxxxx