AMENDED & RESTATED

                        PLANET HOLLYWOOD RESORT & CASINO

                              LICENSING AGREEMENT



THIS AMENDED & RESTATED RESORT & CASINO LICENSING AGREEMENT ("Agreement")

originally dated as of May 7, 2003 (hereinafter referred to as the "Effective

Date") and amended effective this 9th day of August, 2004, by and among Planet

Hollywood International, Inc., a corporation duly organized and existing under

the laws of the State of Delaware, having its principal office and place of

business at 7598 West Sand Lake Road, Orlando, Florida 32819, and Planet

Hollywood (Region IV), Inc., a corporation duly organized and existing under the

laws of the State of Minnesota, having its principal office and place of

business at 7598 West Sand Lake Road, Orlando, Florida 32819 (hereinafter

collectively referred to as "PHII"), Planet Hollywood Memorabilia, Inc.

(hereinafter referred to as "PHMemo"), a wholly owned subsidiary of PHII duly

organized and existing under the laws of the State of Florida, having its

principal office and place of business at 7598 West Sand Lake Road, Orlando,

Florida 32819 and OpBiz, L.L.C., a Nevada limited liability company (hereinafter

referred to as "HOTEL JV") having its principal office and place of business at

885 Third Avenue, 34th Floor, New York, New York 10022.



                                    PREAMBLE



      A. PHII owns the "Planet Hollywood" trademarks, design marks, trade name,

Trade Dress (defined below) and service marks (hereinafter collectively referred

to as "THE MARKS") and the domain names that incorporate part or all of any of

THE MARKS (hereinafter referred to as the "DOMAIN NAMES"), as set forth on

EXHIBIT A attached hereto and incorporated herein and which may be updated and

revised from time to time subject to the provisions of this Agreement;



      B. PHMemo owns or otherwise has a valid possessory right in an extensive

collection of sports, motion picture and Hollywood memorabilia;



      C. HOTEL JV has entered into a Purchase and Sale Agreement (the "Purchase

Agreement"), dated as of April 23, 2003 with Aladdin Gaming, LLC ("Gaming"),

debtor and debtor-in-possession under Title 11 of the Bankruptcy Reform Act of

1978, as amended, 11 U.S.C. Section 101 et seq. (the "Bankruptcy Code"), in

proceedings (the "Bankruptcy Proceedings") before the United States Bankruptcy

Court for the District of Nevada, Southern Division (the "Bankruptcy Court")

pursuant to which HOTEL JV has agreed to purchase from Gaming a complex (the

"Complex") consisting of a 2,567 room hotel, a casino, conference and banquet

facilities, food and beverage operations and retail space (hereinafter referred

to as the "Planet Hollywood Hotel") and a 6,700 seat theater (hereinafter

referred to as the "Theatre for the Performing Arts") all located at 3667 Las

Vegas Boulevard South, Las Vegas, Nevada and



<PAGE>



currently known as the "Aladdin Hotel & Casino";



      D. HOTEL JV and The Bank of New York, Asset Solutions Division (the

"Agent") and various lenders party thereto (collectively, the "Lenders"), have

negotiated and intend to enter into an Amended and Restated Loan and Facilities

Agreement (the "Loan Agreement"), pursuant to which HOTEL JV has agreed to

borrow (on the terms and conditions set forth in the Loan Agreement) $510

million (the "Loan") in connection with HOTEL JV's acquisition of the Complex;



      E. HOTEL JV, MezzCo, L.L.C., ("MEZZCO") the parent of HOTEL JV, Post

Advisory Group, L.L.C. (the "Subordinated Notes Collateral Agent") and various

purchasers party thereto (collectively, the "Purchasers"), have negotiated and

intend to enter into a Securities Purchase Agreement (the "Securities Purchase

Agreement"), pursuant to which MEZZCO has agreed to borrow (on the terms and

conditions set forth in the Securities Purchase Agreement) $87 million (the

"Subordinated Loan") in connection with HOTEL JV's renovations of the Complex;



      F. In the event that the transactions contemplated by the Purchase

Agreement , the Loan Agreement, the Securities Purchase Agreement and certain

related documents and agreements are completed, HOTEL JV intends to renovate and

re-theme the Aladdin Hotel & Casino as the "Planet Hollywood Hotel and Casino"

which will include a Planet Hollywood Restaurant and may include one or more

Planet Hollywood Retail Shops (as both of those terms are defined in Section 2.3

below) and to rename the Theatre for the Performing Arts as HOTEL JV shall

determine.



      G. HOTEL JV is an indirect, wholly-owned subsidiary of EquityCo, L.L.C., a

Nevada limited liability company formed by affiliates of Robert Earl, Bay

Harbour Management, L.C. and Starwood Hotels & Resorts Worldwide, Inc.

("Starwood") established pursuant to an Amended and Restated Operating

Agreement, dated as of April 22, 2003 (the "Operating Agreement") setting forth

the rules and regulations for the operations of HOTEL JV;



      H. HOTEL JV desires to use THE MARKS and the DOMAIN NAMES to identify,

promote, manage and operate the Complex and certain services to be rendered and

the products to be sold thereat including, without limitation, the Planet

Hollywood Restaurant;



      I. PHII desires to grant a license to HOTEL JV to use THE MARKS and the

DOMAIN NAMES and to provide certain marketing and promotional services to HOTEL

JV to identify and promote the Complex and, in connection therewith, to provide

certain services to be rendered and certain products to be sold thereat, all

such grants being subject to the terms and conditions contained in this

Agreement; and



      J. HOTEL JV desires to license a portion of PHMemo's collection of

memorabilia which shall be established by mutual agreement of the parties hereto

and attached to and incorporated in this Agreement as EXHIBIT B and which shall

be updated and revised from time



                                       2

<PAGE>



to time subject to the provisions of this Agreement (hereinafter referred to as

"THE MEMO") to display and exhibit THE MEMO in the Complex and PHII and PHMemo

desire to grant a license to HOTEL JV to use THE MEMO in order to display and

exhibit THE MEMO in the Complex subject to the terms and conditions contained in

this Agreement.



      NOW, THEREFORE, for good and valuable consideration, and for and in

consideration of the mutual promises, covenants and undertakings herein set

forth, PHII, PHMemo and HOTEL JV agree as follows:



      1. LICENSE



      1.1. Subject to the provisions of this Agreement, PHII hereby grants to



HOTEL JV an irrevocable license to use and sub-license the use of THE MARKS and

the DOMAIN NAMES in connection with the identification, management, operation,

advertising and promotion of the Complex, including sub-licensing rights

described in Sections 1.3 and 1.4 below, the services rendered thereat and the

products provided, offered and distributed and/or sold to guests and other

customers of the Complex, and for no other business or non-business purposes

whatsoever and no other goods or services whatsoever and solely in accordance

with the Limitations of Use as set forth in Section 4, the Standard of Quality

as set forth in Section 6 and including only the following licensed rights

(hereinafter referred to as the "Licensed Rights"):



      (a) Use of THE MARKS as a trade name for the Complex and for business

related to the Complex and the identification, management, operation,

advertising and promotion thereof;



      (b) Use of THE MARKS in connection with the identification, management,

operation, advertising and promotion of the Complex including, without

limitation, the casino and/or all gaming and betting, the rental of guest,

conference and banquet rooms at the Complex, the sale of food and beverages

provided by the Complex (including the Planet Hollywood Restaurant and Planet

Hollywood Retail Shop(s) as outlined in detail in Section 2.3 below), and any

and all other services provided by the Complex (hereinafter referred to as

"Licensed Services");



      (c) Use of THE MARKS on those goods distributed and/or provided by HOTEL

JV on a complimentary basis or otherwise provided in the ordinary course without

charge in the operation of the Complex, such as articles of clothing and/or

goods including but not limited to stationery, toiletries such as shampoo, soap,

shaving creme, and towels as typically provided for and used by guests,

employees and management of the Complex, including but not limited to goods

located or used in guest rooms, conference rooms, banquet rooms, casinos and

public areas whether such products are provided to guests on a complimentary

basis or otherwise (hereinafter collectively referred to as "Licensed

Complimentary Products") and the advertising and promotion thereof. The Licensed

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