January 19, 1999 Planet Hollywood International, Inc. 8669 Commodity Circle Orlando, Florida 32819 Dear Sirs: Reference is made to the Lock-Up Letter dated November 6, 1998, as amended December 14, 1998 (the "Letter"), between you and the undersigned,...

                                             January 19, 1999


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


Dear Sirs:

          Reference is made to the Lock-Up Letter dated
November 6, 1998, as amended December 14, 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 dated
          November 6, 1998, as amended on January 19, 1999,
          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 or several
          transactions, up to 1,000,000 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
          of 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 any rejection by the Chief
          Operating Officer of any prospective purchaser
          hereunder shall count toward the aggregate number
          of




                                                            2

          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
19th day of January, 1999.

                               Very truly yours,

                               PLANET HOLLYWOOD
                               INTERNATIONAL, INC.

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




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





                                             January 19, 1999


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


Dear Sirs:

          Reference is made to the Registration Rights
Agreement dated November 6, 1998 (the "Agreement"), between
you and the undersigned, attached hereto as Exhibit A.

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

          Paragraph 2(b) is replaced in its entirety with the
     following:

          (b) Holders shall dispose of Shares pursuant to the
          Shelf Registration Statement only in privately
          negotiated transactions of at least 250,000 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





                                                            2

          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
          proposed purchaser or purchasers (that otherwise
          meet the criteria for a Permitted Transferee) which
          disapproval or disapprovals relate in the aggregate
          to the proposed sale of 2,000,000 Shares, 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 




                                                            3

          Common Stock in any manner otherwise permitted
          by applicable law.

          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 Agreement 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
19th day of January, 1999.

                                Very truly yours,

                                PLANET HOLLYWOOD
                                INTERNATIONAL, INC.

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