LIMITED PARTNERSHIP AGREEMENT
                                  OF
                     PLANET MOVIES COMPANY, L.P.
    
    
         THIS LIMITED PARTNERSHIP AGREEMENT ("Agreement") is
    made and entered into as of the 17th day of October, 1997,
    by and among PMC MANAGEMENT, INC., a Georgia close
    corporation, as general partner (the "General Partner");
    PLANET HOLLYWOOD (THEATRES), INC., a Florida corporation
    ("PHT"); and AMCPH HOLDINGS, INC., a Missouri corporation
    ("AMCPH") (PHT and AMCPH collectively referred to herein as
    the "Limited Partners," and the General Partner and the
    Limited Partners collectively referred to herein as the
    "Partners").
    
                             SECTION ONE
               FORMATION, NAME, PRINCIPAL OFFICE, TERM,
              PURPOSE, TITLE TO PROPERTY, QUALIFICATION
         
        1.1Formation.  The Partnership will be organized as a
    Delaware limited partnership by the filing, in accordance
    with the Act, of a Certificate of Limited Partnership with
    the Office of the Delaware Secretary of State (the
    "Certificate") on or before October 20, 1997.  The Partners
    hereby agree to continue the Partnership as a limited
    partnership under and pursuant to the Act and agree that the
    rights, duties and liabilities of the Partners shall be as
    provided in the Act, except as otherwise provided herein.
    
          1.2Name and Mailing Address.  The name of the
    Partnership shall be as set forth from time to time in the
    Certificate.  The Partnership may from time to time adopt
    one or more trade names for use in the Partnership's
    business as shall be selected by the General Partner.  The
    mailing address of the Partnership shall be initially at
    7380 Sand Lake Road, Orlando, Florida 32819, and
    subsequently at  such other place as the General Partner may
    determine from time to time.
    
          1.3Principal and Other Offices; Registered Office. 
    The Partnership shall have such offices, as shall be
    designated by the General Partner from time to time.  The
    registered office of the Partnership in Delaware shall be
    c/o Corporation Service Company, 1013 Centre Road,
    Wilmington, Delaware 19805, or such other locations as may
    hereafter be designated by the General Partner from time to
    time in the manner provided by applicable law.  All of the
    records required to be maintained pursuant to the Act shall
    be kept at the principal office.  The Partnership may have
    such other offices as may be determined by the General
    Partner from time to time.
    
          1.4Term.  The Partnership commenced on the date the
    Certificate was filed with the Office of the Delaware
    Secretary of State and shall continue in existence until it
    is terminated in accordance with the provisions of Section
    10 of this Agreement.
    
          1.5Agent for Service of Process.  The name and
    address of the agent for service of process shall be
    Corporation Service Company, 1013 Centre Road, Wilmington,
    Delaware 19805 or such other agent at such other location as
    may hereafter be designated by the General Partner from time
    to time in the manner provided by applicable law.
    
          1.6Purposes of the Partnership.
    
          (a)Ownership of Venture Units.  The Partnership is
    formed to establish from time to time, alone or with others,
    additional limited partnerships and other business entities
    that, among other things, directly or indirectly own and
    operate certain theatres now under development by AMC (such
    theatres being "Day 2 Venture Units") and proprietary
    branded theatre-restaurant-retail facilities (such
    facilities being "Day 3 Venture Units"). 
    
          (b)The Partnership is formed to acquire licenses to
    use trade names, trademarks, service marks, and other
    intellectual property, including in particular intellectual
    property owned by Planet Hollywood or its Affiliates and
    intellectual property owned by AMC or its Affiliates, and to
    own trade names, trademarks, service marks, logos and other
    intellectual property that the Partnership itself creates or
    otherwise acquires (all of such intellectual property
    referred to herein as the "Partnership Intellectual
    Property").  The Partnership is also formed to license or
    sublicense the use of the Partnership Intellectual Property
    to others, including in particular Affiliates of AMC with
    respect to certain theatres now owned and operated by AMC
    (such theatres being "Day 1 Venture Units"), and also
    including in particular the Day 2 Venture Units and the
    Day 3 Venture Units.
    
          (c)The Day 1 Venture Units, Day 2 Venture Units, and
    Day 3 Venture Units are collectively referred to herein as
    the "Venture Units".  More detailed agreements of the
    Partners regarding the Venture Units are set forth in a
    Shareholders' Agreement dated the date hereof between the
    shareholders of the General Partner.
    
          (d)The Partnership is further formed to engage in any
    other lawful act or activity that is related to the
    foregoing purposes or that is related to the use by the
    Partnership of the Partnership Intellectual Property, as
    determined by the General Partner.
    
          1.7Partners.  The names and addresses of the General
    Partner and the Limited Partners are as follows:
    
         General Partner:    PMC MANAGEMENT, INC., a Georgia
                             close corporation, initially at
                             7380 Sand Lake Road, Suite 600,
                             Orlando, Florida 32819, and
                             subsequently at  such other place
                             as the General Partner may notify
                             the Limited Partners in writing
                             from time to time.
    
         Limited Partners:   PLANET HOLLYWOOD (THEATRES), INC.,
                             a Florida corporation, 7380 Sand
                             Lake Road, Suite 600, Orlando,
                             Florida  32819, or such other place
                             as such Limited Partner may notify
                             the General Partner in writing from
                             time to time.
    
                        AMCPH HOLDINGS, INC., a Missouri
                        corporation, 106 West 14th Street, Post
                        Office Box 419615, Kansas City, Missouri
                        64141-6615, or such other place as such
                        Limited Partner may notify the General
                        Partner in writing from time to time.
    
          1.8Qualification in Other Jurisdictions.  The General
    Partner shall cause the Partnership to be qualified, formed
    or registered under assumed or fictitious name statutes or
    similar laws in any jurisdiction in which the Partnership
    transacts business in which such qualification, formation,
    or registration is required or desirable.  The General
    Partner shall execute, deliver and file, or cause the
    execution, delivery or filing of, any certificates (and any
    amendments or restatements thereof) necessary for the
    Partnership to qualify to do business in a jurisdiction in
    which the Partnership may wish to conduct business.
    
          1.9Title to Property.  Legal title to the
    Partnership's property, whether real, personal or mixed,
    shall be held in the name of the Partnership or in whatever
    other manner the General Partner shall determine to be in
    the best interests of the Partnership; provided, that if
    title is not held in the Partnership's name, the General
    Partner shall provide the Limited Partners with notice of
    the name in which title is held.  Without limiting the
    generality of the foregoing, the General Partner may arrange
    to have title to Partnership property taken and held in the
    name of any trustee or nominee for and on behalf of the
    Partnership.  Each partner's interest in the Partnership
    shall be personal property for all purposes.
    
                             SECTION TWO
                             DEFINITIONS
    
         When used in this Agreement, the following terms have
    the following respective meanings (unless otherwise
    specifically provided).  Also in this Agreement the singular
    shall include the plural, the masculine gender shall include
    the feminine and neuter, and vice versa, as the context
    requires.  Any terms not specifically defined herein shall
    be construed in accordance with the meaning and understand-
    
    ing given such terms in the trade or business of the Part-
    
    nership.
    
         Act:  The Revised Uniform Limited Partnership Act of
    the State of Delaware, as amended from time to time.
    
         Adjusted Capital Account Deficit: With respect to any
    Limited Partner, the deficit balance, if any, in such
    Limited Partner's Capital Account as of the end of the
    relevant Fiscal Year, after giving effect to the following
    adjustments:
    
          (i)Credit to such Capital Account any
    amounts which such Limited Partner is deemed to be obligated
    to restore pursuant to the penultimate sentences of
    Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and 
    
          (ii)Debit to such Capital Account the items
    described in Sections 1.704-1(b)(2)(ii)(d)(4),
    1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the
    Regulations.
    
    This definition of Adjusted Capital Account Deficit is
    intended to comply with the provisions of Section
    1.704-1(b)(2)(ii)(d) of the Regulations and shall be
    interpreted consistently therewith.
    
         Affiliates:  When used with respect to any Person, any
    Person which controls, is controlled by, or is under common
    control with, the Person; a Person which controls an
    Affiliate under the foregoing shall also be deemed to be an
    Affiliate of such entity.  For purposes of this definition,
    the term "control" shall mean the possession, directly or
    indirectly, of the power to direct or cause the direction of
    the management and policies of an entity, or the power to
    veto major policy decisions of any such entity, whether
    through the ownership of voting securities, by contract, or
    otherwise.  Notwithstanding the foregoing, the Partnership,
    the General Partner and any entities formed to own the
    Venture Units as contemplated by the Shareholders' Agreement
    shall not be deemed to be an Affiliate of either AMCPH or
    PHT for purposes of this Agreement.
    
         AMC:  American Multi-Cinema, Inc., a Missouri
    corporation.
    
         Capital Account:  With respect to any Partner, the
    Capital Account maintained for such Partner in accordance
    with the following provisions:
    
          (i)To each Person's Capital Account there
    shall be credited the amount of cash and the Gross Asset
    Value of property contributed to the Partnership, such
    Person's distributive share of Profits and any items in the
    nature of income or gain which are specially allocated
    pursuant to Section 5.3 or Section 5.4 hereof, and the
    amount of any Debt assumed by such Person or which is
    secured by any property distributed to such Person.
    
          (ii)To each Person's Capital Account there
    shall be debited the amount of cash and the Gross Asset
    Value of any property distributed to such Person pursuant to
    any provision of this Agreement, such Person's distributive
    share of Losses and any items in the nature of expenses or
    losses which are specially allocated pursuant to Section 5.3
    or Section 5.4 hereof, and the amount of any Debt of such
    Person assumed by the Company or which is secured by any
    property contributed by such Person to the Company.
    
          (iii)In the event all or a portion of a
    Partnership Interest is Transferred in accordance with the
    terms of this Agreement, the transferee shall succeed to the
    Capital Account of the transferor to the extent it relates
    to the Transferred Interest.
    
         The foregoing provisions and the other provisions of
    this Agreement relating to the maintenance of Capital
    Accounts are intended to comply with Regulations Section
    1.704-1(b), and shall be interpreted and applied in a manner
    consistent with such Regulations.  If the General Partner
    determines that it is prudent to modify the manner in which
    the Capital Accounts, or any debits or credits thereto
    (including, without limitation, debits or credits relating
    to Debt which is secured by contributed or distributed
    property or which is assumed by the Partnership or a
    Partner), are computed in order to comply with such
    Regulations, the General Partner may make such modification,
    provided that it is not likely to have a material effect on
    the amounts distributed to any Person pursuant to
    Section 10.2 upon the dissolution of the Company.  The
    General Partner also shall:  (i) make any adjustments that
    are necessary or appropriate to maintain equality between
    the Capital Accounts of the Partners and the amount of
    Company capital reflected on the Company's balance sheet, as
    computed for book purposes, in accordance with Regulations
    Section 1.704-1(b)(2)(iv)(q); and (ii) make any appropriate
    modifications in the event unanticipated events might
    otherwise cause this Agreement not to comply with
    Regulations Section 1.704-1(b).
    
         Code:  The Internal Revenue Code of 1986, as amended.
    
         Debt:  Any indebtedness for borrowed money or deferred
    purchase price of property evidenced by a note, bonds, or
    other instruments, any obligations as lessee under capital
    leases, any obligations secured by any mortgage, pledge,
    security interest, encumbrance, lien or charge of any kind
    existing on any Partnership property whether or not the
    Partnership has assumed or become liable for the obligations
    secured thereby, and obligations under direct or indirect
    guarantees of (including obligations (contingent or
    otherwise) to assure a creditor against loss in respect of)
    indebtedness or obligations of the kinds referred to in this
    Section, provided that Debt shall not include obligations in
    respect of any accounts payable that are incurred in the
    ordinary course of the Partnership's business and are not
    delinquent or are being contested in good faith by
    appropriate proceedings.  As appropriate in determining the
    amount of Debt hereunder, Code Section 752(c) and any other
    applicable provisions of the Code shall be taken into
    account.
    
         Depreciation:  For each Fiscal Year, an amount equal to
    the depreciation, amortization, or other cost recovery
    deduction allowable with respect to an asset for such Fiscal
    Year under the Code, except that if the Gross Asset Value of
    an asset differs from its adjusted basis for federal income
    tax purposes at the beginning of such Fiscal Year,
    Depreciation shall be an amount which bears the same ratio
    to such beginning Gross Asset Value as the federal income
    tax depreciation, amortization, or other cost recovery
    deduction for such Fiscal Year bears to such beginning
    adjusted tax basis; provided, however, that if the adjusted
    basis for federal income tax purposes of an asset at the
    beginning of such Fiscal Year is zero, Depreciation shall be
    determined with reference to such beginning Gross Asset
    Value using any reasonable method selected by the General
    Partner.
    
         Event of Dissolution:  Any of the events that result in
    a dissolution of the Partnership as set forth in Section
    10.1 hereof.
    
         Fiscal Year: The fiscal period ended on the Sunday
    nearest to December 31, 1997, each 52/53 week period ending
    on the Sunday nearest to December 31 thereafter, and each
    fiscal period that is defined as a Fiscal Year in any other
    provision of this Agreement.
    
         General Partner:  PMC Management, Inc., a Georgia close
    corporation, so long as it is General Partner of the
    Partnership, and all predecessor or additional or successor
    General Partners of the Partnership.  Unless the context
    clearly requires otherwise, any reference in this Agreement
    to the "General Partner" shall be deemed to apply to all
    General Partners collectively at all times during which
    there is more than one General Partner.
    
         Gross Asset Value:  With respect to any asset, the
    asset's adjusted basis for federal income tax purposes,
    except as follows:
    
          (i)The initial Gross Asset Value of any
    asset contributed by a Partner to the Partnership shall be
    the gross fair market value of such asset at the time of the
    contribution, as determined by the contributing Partner and
    the Partnership;
    
          (ii)The Gross Asset Values of all
    Partnership assets shall be adjusted to equal their
    respective gross fair market values, as determined by the
    General Partner, as of the following times:  (a) the
    acquisition of an additional interest in the Partnership by
    any new or existing Partner in exchange for more than a de
    minimis capital contribution; (b) the distribution by the
    Partnership to a Partner of more than a de minimis amount of
    property as consideration for an interest in the
    Partnership; and (c) the liquidation of the Partnership
    within the meaning of Regulations Section
    1.704-1(b)(2)(ii)(g); provided, however, that adjustments
    pursuant to clauses (a) and (b) above shall be made only if
    the General Partner reasonably determines that such
    adjustments are necessary or appropriate to reflect the
    relative economic interests of the Partners in the
    Partnership;
    
          (iii)The Gross Asset Value of any
    Partnership asset distributed to any Partner shall be
    adjusted to equal the gross fair market value of such asset
    on the date of distribution as determined by the distributee
    and the General Partner; and
    
          (iv)The Gross Asset Values of Partnership
    assets shall be increased (or decreased) to reflect any
    adjustments to the adjusted basis of such assets pursuant to
    Code Section 734(b) or Code Section 743(b), but only to the
    extent that such adjustments are taken into account in
    determining Capital Accounts pursuant to Regulation Section
    1.704-1(b)(2)(iv)(m), clause (vi) of the definition of
    "Profits" and "Losses" below in this Section, and Section
    5.3(g); provided, however, that Gross Asset Values shall not
    be adjusted pursuant to this clause (iv) to the extent the
    General Partner determines that an adjustment pursuant to
    clause (ii) hereof is necessary or appropriate in connection
    with a transaction that would otherwise result in an
    adjustment pursuant to this clause (iv).
    
    If the Gross Asset Value of an asset has been determined or
    adjusted pursuant to clauses (i), (ii), or (iv) hereof, such
    Gross Asset Value shall thereafter be adjusted by the
    Depreciation taken into account with respect to such asset
    for purposes of computing Profits and Losses.
    
         Limited Partners:  The parties who are admitted as
    Limited Partners during the period in which they own
    Partnership Interests.  Unless the context clearly requires
    otherwise, any reference in this Agreement to a "Limited
    Partner" shall be deemed to apply to all Limited Partners
    collectively at all times during which there may be more
    than one Limited Partner.
    
         Nonrecourse Deductions: Deductions described in Section
    1.704-2(b)(1) of the Regulations.  The amount of Nonrecourse
    Deductions for a Fiscal Year generally equals the net
    increase, if any, in the amount of Partnership Minimum Gain
    during that Fiscal Year, and specifically shall be an amount
    determined in accordance with the provisions of Section
    1.704-2(c) of the Regulations.
    
         Nonrecourse Liability: Liability described in Section
    1.704-2(b)(3) of the Regulations.
    
         Partner Nonrecourse Debt: A nonrecourse Debt of the
    Partnership described in Section 1.704-2(b)(4) of the
    Regulations.
    
         Partner Nonrecourse Debt Minimum Gain: An amount, with
    respect to each Partner Nonrecourse Debt, equal to the
    Partnership Minimum Gain that would result if such Partner
    Nonrecourse Debt were treated as a Nonrecourse Liability,
    determined in accordance with Section 1.704-2(i)(3) of the
    Regulations.
    
         Partner Nonrecourse Deductions: The items of loss,
    deduction and expenditure described in Sections
    1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations.
    
         Partnership:  The Limited Partnership created by the
    filing of the Certificate and the Partnership continuing the
    business of this Partnership in the event of dissolution as
    provided in Section 10.
    
         Partnership Assets (or Property):  All real and
    personal property acquired by the Partnership and any
    improvements thereto, and shall include both tangible and
    intangible property.
    
         Partnership Interest or Interests:  When referring to a
    General Partner's, a Limited Partner's, or an assignee, its
    interest in the Partnership's capital, profits, losses, and
    distributions, its rights (if any) in specific Partnership
    property, and its right (if any) to participate in
    Partnership management, all as provided in this Agreement,
    the Act, and other law.
    
         Partnership Minimum Gain:  As of any date, the amount
    determined under Sections 1.704-2(b)(2) and 1.704-2(d) of
    the Regulations.
    
         Planet Hollywood:  Planet Hollywood International,
    Inc., a Delaware corporation.
    
         Person:  Any individual, partnership, corporation,
    trust or other entity.
    
         Profits and Losses: For each Fiscal Year, an amount
    equal to the Partnership's taxable income or loss for such
    Fiscal Year, determined in accordance with Code Section
    703(a) (for this purpose, all items of income, gain, loss,
    or deduction required to be stated separately pursuant to
    Code Section 703(a)(1) shall be included in taxable income
    or loss), with the following adjustments:
    
          (i)Any income of the Partnership that is
    exempt from federal income tax and not otherwise taken into
    account in computing Profits or Losses pursuant to this
    definition shall be added to such taxable income or loss; 
    
          (ii)Any expenditures of the Partnership
    described in Code Section 705(a)(2)(B) or treated as Code
    Section 705(a)(2)(B) expenditures pursuant to Regulations
    Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into
    account in computing Profits or Losses pursuant to this
    definition shall be subtracted from such taxable income or
    loss;
    
          (iii)In the event the Gross Asset Value
    of any Partnership asset is adjusted pursuant to the
    definition of Gross Asset Value above in this Section, the
    amount of such adjustment shall be taken into account as
    gain or loss from the disposition of such asset for purposes
    of computing Profits or Losses;
    
          (iv)Gain or loss resulting from any
    disposition of property with respect to which gain or loss
    is recognized for federal income tax purposes shall be
    computed by reference to the Gross Asset Value of the
    property disposed of, notwithstanding that the adjusted tax
    basis of such property differs from its Gross Asset Value;
    
          (v)In lieu of the depreciation,
    amortization, and other cost recovery deductions taken into
    account in computing such taxable income or loss, there
    shall be taken into account Depreciation for such Fiscal
    Year, computed in accordance with the definition of
    Depreciation above in this Section; 
    
          (vi)To the extent an adjustment to the
    adjusted tax basis of any Partnership asset pursuant to Code
    Section 734(b) or Code Section 743(b) is required pursuant
    to Regulations Section 1.704-1(b)(2)(iv)(m) to be taken into
    account in determining Capital Accounts as a result of a
    distribution other than in complete liquidation of a
    Partner's Partnership Interest, the amount of such
    adjustment shall be treated as an item of gain (if the
    adjustment increases the basis of the asset) or loss (if the
    adjustment decreases the basis of the asset) from the
    disposition of the asset and shall be taken into account for
    purposes of computing Profits or Losses; and
    
          (vii)Notwithstanding any other provision
    of this definition, any items which are specially allocated
    pursuant to Section 5.3 or Section 5.4 hereof shall not be
    taken into account in computing Profits or Losses.
    
    The amounts of the items of Partnership income, gain, loss
    or deduction available to be specially allocated pursuant to
    Sections 5.3 and 5.4 hereof shall be determined by applying
    rules analogous to those set forth in clauses (i) through
    (vi) above.
    
         Regulations:  The Income Tax Regulations, including
    Temporary Regulations, promulgated under the Code, as such
    Regulations may be amended from time to time (including
    corresponding provisions of succeeding regulations).
    
          Shareholders' Agreement:Shareholders' Agreement dated
    this date by and between Planet Hollywood, PHT, AMC
    Entertainment Inc., AMCPH and PMC Management, Inc.
    
         Tax Matters Partner: PMC Management, Inc., a Georgia
    close corporation.
    
         Unit: A quantitative portion of all Partnership
    Interests initially equal to .001 percent (1/100,000) of all
    Partnership Interests; provided, the quantitative portion of
    all Partnership Interests that is represented by a Unit may
    be changed from time to time by the General Partner in
    accordance with the provisions of Section 3.2.
    
                            SECTION THREE
                   CAPITAL CONTRIBUTIONS AND LOANS
    
          3.1Initial Capital Contributions.
    
          (a)General Partner.  Contemporaneously herewith PMC
    Management, Inc. shall contribute Two Hundred Thousand
    Dollars ($200,000) in cash to the Partnership, and PMC
    Management, Inc. hereby agrees to expose its assets to the
    Partnership's liabilities to the extent provided by law and
    to undertake all of the obligations of the Partnership's
    General Partner.  In consideration of and in exchange for
    such capital contribution and agreements, PMC Management,
    Inc. hereby receives 1,000 Units.
    
          (b)Limited Partners.  Contemporaneously with the
    execution of this Agreement, the Limited Partners shall make
    capital contributions to the Partnership of the following:
    
          (i)PHT shall contribute:  (A) a royalty-
    free license to use the intellectual property more
    particularly described in, and pursuant to that certain
    Master License Agreement (PH) dated this date between the
    Partnership and an affiliate of PHT; and (B) Eight Million
    Nine Hundred Thousand Dollars ($8,900,000) in cash.  In
    consideration of and in exchange for such capital
    contribution, PHT hereby receives 49,500 Units.
    
          (ii)AMCPH shall contribute: (A) a royalty-
    free license to use the intellectual property more
    particularly described in, and pursuant to that certain
    Master License Agreement (AMC) dated this date between the
    Partnership and an affiliate of AMCPH; (B) Eight Million
    Nine Hundred Thousand Dollars ($8,900,000) in cash.  In
    consideration of and in exchange for such capital
    contribution, AMCPH hereby receives 49,500 Units.
    
          3.2Additional Capital Contributions.  
    
          (a)General.  If the General Partner from time to time
    determines in its sole and absolute discretion that the
    Partnership should obtain additional capital contributions
    from the Partners, then the General Partner shall give a
    written notice to the Partners that sets forth the total
    amount of capital contributions that the General Partner has
    determined is then needed by the Partnership, the portion of
    such total that is to be contributed by each Partner (which
    shall be based on the proportion of the Units held by the
    Partner at the time the notice is given), and the date on
    which these capital contributions should be paid to the
    Partnership.  Each Partner shall, within 10 days of the due
    date specified in such a notice from the General Partner,
    contribute cash to the Partnership in the amount required of
    such Partner by such notice.
    
          (b)Issuance of Additional Units.  Each time that the
    General Partner requires the making of additional capital
    contributions pursuant to paragraph 3.2(a) the General
    Partner shall, at the same time:   determine the number of
    Units that should be issued by the Partnership to the
    Partners in exchange for such contributions, taking into
    account the value of the then outstanding Units;  change the
    quantitative portion of all Partnership Interests that is
    represented by one Unit to reflect the issuance of such new
    Units; and  inform the Partners of such determination and
    change in the written notice regarding the making of such
    contributions that is given pursuant to paragraph 3.2(a). 
    Upon receipt by the Partnership from a Partner of an
    additional capital contribution required of such Partner
    pursuant to paragraph 3.2(a), such Partner shall receive a
    portion of the new Units then proposed to be issued by the
    Partnership (based on the proportion of the Units held by
    the Partner at the time the written notice requiring such
    contribution is given), and such new Units shall be fully
    paid and nonassessable.
    
          (c)No Third Party Rights.  The right of the General
    Partner to require any additional capital contributions
    under the terms of this Agreement shall not be construed as
    conferring any rights or benefits to or upon any Person not
    a party to this Agreement.
    
          3.3Election to Make Contribution Loan Upon Default in
    Making of Additional Capital Contributions.
    
          (a)Procedure.  In the event a Partner fails to make
    any additional capital contribution within the time
    specified, the General Partner shall give prompt notice of
    such failure to the non-defaulting Partners, who shall have
    the right (but are not required) to advance directly to the
    Partnership, in proportion to their ownership of Units
    unless otherwise agreed by them, all or any part of the non-
    contributing Partner's additional capital contribution that
    is in default.  Each amount so advanced shall constitute for
    all purposes:  (i) a loan by the contributing party to the
    noncontributing Partner (a "Contribution Loan"); and (ii) an
    additional capital contribution of that sum to the
    Partnership by the noncontributing Partner pursuant to the
    applicable provisions of this Agreement.  Each Contribution
    Loan shall bear interest at a rate equal to the lesser of:
    (i) a rate equal to three percentage points above the prime
    rate in effect from time to time as published in the Midwest
    Edition of the Wall Street Journal; or (ii) the maximum rate
    of interest then permitted by law.  To the extent not
    previously paid by the non-contributing Partner, each
    Contribution Loan shall be repaid out of the first
    subsequent distributions of cash made pursuant to this
    Agreement (applied to all Contribution Loans in proportion
    to their respective outstanding balances) to which the non-
    contributing Partner would otherwise be entitled, which cash
    shall be paid directly by the Partnership to the lending
    Partners and shall be applied first to interest and then to
    principal until the Contribution Loans are paid in full.
    
          (b)Additional Remedies.  In the event any
    Contribution Loan has not been paid in full within 30 days
    after it is made, then the lending Partner may at any time
    and from time to time elect to pursue any remedy available
    to it at law or in equity including, without limitation,
    bringing an action to collect the Contribution Loan and all
    accrued interest thereon without further notice to or demand
    upon the non-contributing Partner.
    
          3.4Election to Receive Additional Units Upon Default
    in Making of Additional Capital Contributions.  In the event
    a Partner fails to make any additional capital contribution
    within the time specified, the General Partner shall give
    prompt notice of such failure to the non-defaulting
    Partners, who shall have the right (but are not required):  
    to advance directly to the Partnership cash in an amount
    equal to all or any part of the non-contributing Partner's
    additional capital contribution that is in default; and 
    upon making such advance, to receive the Units that the non-
    contributing Partner would have received upon contributing
    such amount to the Partnership.  A non-defaulting Partner
    may exercise the rights granted to it pursuant to this
    Section 3.4 by giving notice of such exercise to the
    Partnership, accompanied by the amount of cash to be
    advanced to the Partnership pursuant to such exercise,
    within 30 days after the non-contributing Partner's
    additional capital contribution was due.  Upon such exercise
    the Partnership shall treat the amount so advanced to it as
    a capital contribution by the contributing Partner and shall
    issue the appropriate number of Units to such Partner.
    
          3.5Effect of Change in Proportionate Unit Holdings. 
    If from time to time as a result of the exercise of rights
    provided for in paragraphs 3.3, 3.4, or 3.5 there is a
    change in the proportionate Unit holdings of the Partners,
    then the fiscal period from the end of the immediately
    preceding Fiscal Year to the day before such change shall be
    a Fiscal Year of the Partnership for purposes of determining
    and allocating the Partnership's Profits or Losses for such
    Fiscal Year.
    
          3.6Other Matters Relating to Capital Contributions.
    
          (a)Loans by any Partner to the Partnership shall not
    be considered capital contributions.
    
          (b)Except as may be expressly provided herein, no
    Partner shall be entitled to withdraw or to the return of
    any part of the capital contribution of such Partner or to
    receive property or assets other than cash from the
    Partnership for any reason whatsoever.
    
          (c)No Partner shall be entitled to priority over any
    other Partner with respect to return of its capital
    contribution, except to the extent expressly provided in
    this Agreement.
    
          (d)No interest shall be paid by the Partnership on
    capital contributions (or on any Partner's Capital Account
    balance), except to the extent expressly provided in this
    Agreement.
    
          (e)The General Partner shall not have any personal
    liability for the repayment of any capital contribution of
    any Limited Partner.
    
          3.7Loans.  In the event the General Partner shall
    determine that funds are reasonably necessary for
    maintaining and protecting the assets of the Partnership or
    conducting its business, the General Partner shall be
    authorized to borrow funds on behalf of the Partnership on
    commercially reasonable terms from a commercial lending
    institution or from one or more of the Partners or their
    Affiliates without notification to any of the other Partners
    and all or any portion of the Partnership Assets may be
    pledged or conveyed as security for such indebtedness.  In
    the event that any Partner or any Affiliate of a Partner
    shall loan money to the Partnership, the principal and
    interest with respect to such loan shall be fully paid prior
    to any distribution of cash to the Partners under the terms
    of this Agreement unless such loan agreement or promissory
    note contains a specific provision to the contrary.  No
    Partner shall be required to make any such loan.  No such
    loan shall increase any Partner's Partnership Interest.  The
    exercise and performance of the rights and obligations
    created by each loan made hereunder are intended to be and
    shall be deemed to be transactions between the Partnership
    and one who is not a Partner.
    
                             SECTION FOUR
                 CAPITAL ACCOUNTS; RETURN OF CAPITAL
    
          4.1Capital Accounts.  A separate Capital Account
    shall be maintained on the accounting books and records of
    the Partnership for each Partner.  Such Capital Accounts
    shall be determined and maintained in strict accordance with
    the definition of Capital Account set forth in Section Two.
    
          4.2Return of Capital.  If any return of capital in
    money or property shall have been deemed to have been made
    to a Partner prior to or subsequent to the termination of
    the Partnership, and if, at the time of such return of
    capital in money or property, there shall have been any
    unpaid debts, taxes, liabilities or obligations which the
    Partnership shall not have sufficient assets to meet, then,
    if and only if required by the Act, each Partner (including
    former Partners who may have received distributions or have
    transferred their Partnership Interests) shall be obligated
    to repay any such return of capital distributed to such
    Partner (such repayments to be made in the same proportions
    as such returns of capital had been made to all Partners),
    to the extent necessary to discharge the liabilities of the
    Partnership to all creditors who extended credit or whose
    claims arose before such return of capital.  All repayments
    of returns of capital made pursuant to this Section 4.2 by
    Partners shall be made within ten (10) days after the
    General Partner shall have repaid the share apportioned to
    the General Partner.  Failure of any Partner or former
    Partner to make repayment required under this Section 4.2
    shall subject the defaulting Partner to payment of interest
    on the amount due from such payment, at a rate equal to the
    lesser of: (i) a rate equal to three percentage points above
    the prime rate in effect from time to time as published in
    the Midwest Edition of the Wall Street Journal; or (ii) the
    maximum rate of interest then permitted by law, plus the
    costs and expenses, including reasonable attorneys' fees, of
    collection of such amounts.
    
                             SECTION FIVE
                  ALLOCATIONS OF PROFITS AND LOSSES
    
          5.1Profits.  After giving effect to the special
    allocations set forth in Sections 5.3 and 5.4, the
    Partnership's Profits for each Fiscal Year shall be
    allocated to and among the Partners for accounting purposes
    (including in particular for purposes of maintaining the
    Partners' Capital Accounts) as follows:
    
          (a)First, Profits shall be allocated to the General
    Partner so as and to the extent necessary to offset Losses
    previously allocated pursuant to Section 5.2(b), to the
    extent of Losses not previously offset hereunder.
    
          (b)Second, Profits shall be allocated to the Partners
    so as and to the extent necessary to offset Losses
    previously allocated pursuant to Section 5.2(a), to the
    extent of, and in proportion to, Losses not previously
    offset hereunder.
    
          (c)Third, all remaining Profits shall be allocated to
    and among the Partners in proportion to the number of Units
    held by each of them on the last day of such Fiscal Year.
    
          5.2Losses.
    
          (a)General Rule.  After giving effect to the special
    allocations set forth in Sections 5.3 and 5.4, the
    Partnership's Losses for each Fiscal Year shall for
    accounting purposes (including in particular for purposes of
    maintaining the Partners' Capital Accounts) be allocated to
    and among the Partners in proportion to the number of Units
    held by each of them on the last day of such Fiscal Year.
    
          (b)Special Limitation.  Notwithstanding the general
    rule set forth in Section 5.2(a), no Losses shall be
    allocated to any Limited Partner to the extent that such
    allocation would create or enlarge an Adjusted Capital
    Account Deficit.  Any Losses which would be allocated to
    such Limited Partner but for the preceding sentence shall
    instead be allocated to the General Partner.
    
          5.3Special Allocations.  The following special
    allocations shall be made in the following order:
    
          (a)Minimum Gain Chargeback.  Except as otherwise
    provided in Section 1.704-2(f) of the Regulations,
    notwithstanding any other provision of this Section 5.3, if
    there is a net decrease in Partnership Minimum Gain during
    any Fiscal Year, each Partner shall be specially allocated
    items of Partnership income and gain for such Fiscal Year
    (and, if necessary, subsequent Fiscal Years) in an amount
    equal to such Partner's share of the net decrease in
    Partnership Minimum Gain determined in accordance with
    Regulations Section 1.704-2(g).  Allocations pursuant to the
    previous sentence shall be made in proportion to the
    respective amounts required to be allocated to each Partner
    pursuant thereto.  The items to be so allocated shall be
    determined in accordance with Sections 1.704-2(f)(6) and
    1.704-2(j)(2) of the Regulations.  This Section 5.3(a) is
    intended to comply with the minimum gain chargeback
    requirement in Section 1.704-2(f) of the Regulations and
    shall be interpreted consistently therewith.
    
          (b)Partner Minimum Gain Chargeback.  Except as
    otherwise provided in Section 1.704-2(i)(4) of the
    Regulations, notwithstanding any other provision of this
    Section 5.3, if there is a net decrease in Partner
    Nonrecourse Debt Minimum Gain attributable to a Partner
    Nonrecourse Debt during any Fiscal Year, each Person who has
    a share of the Partner Nonrecourse Debt Minimum Gain
    attributable to such Partner Nonrecourse Debt, determined in
    accordance with Section 1.704-2(i)(5) of the Regulations,
    shall be specially allocated items of Partnership income and
    gain for such Fiscal Year (and, if necessary, subsequent
    Fiscal Years) in an amount equal to such Person's share of
    the net decrease in Partner Nonrecourse Debt Minimum Gain
    attributable to such Partner Nonrecourse Debt, determined in
    accordance with Regulations Section 1.704-2(i)(4). 
    Allocations pursuant to the previous sentence shall be made
    in proportion to the respective amounts required to be
    allocated to each Partner pursuant thereto.  The items to be
    so allocated shall be determined in accordance with Sections
    1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations.  This
    Section 5.3(b) is intended to comply with the minimum gain
    chargeback requirement in Section 1.704-2(i)(4) of the
    Regulations and shall be interpreted consistently therewith.
    
          (c)Qualified Income Offset.  If any Limited Partner
    unexpectedly receives any adjustments, allocations, or
    distributions described in Section 1.704-1(b)(2)(ii)(d)(4),
    Section 1.704-1(b)(2)(ii)(d)(5) or Section
    1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of
    Partnership income and gain shall be specially allocated to
    each such Limited Partner in an amount and manner sufficient
    to eliminate, to the extent required by the Regulations, the
    Adjusted Capital Account Deficit of such Limited Partner as
    quickly as possible, provided that an allocation pursuant to
    this Section 5.3(c) shall be made only if and to the extent
    that such Limited Partner would have an Adjusted Capital
    Account Deficit after all other allocations provided for in
    this Section 5.3 have been tentatively made as if this
    Section 5.3(c) were not in the Agreement.
    
          (d)Gross Income Allocation.  If any Limited Partner
    has a deficit Capital Account at the end of any Fiscal Year
    which is in excess of the sum of  the amount such Limited
    Partner is deemed to be obligated to restore pursuant to the
    penultimate sentences of Regulations Sections 1.704-2(g)(1)
    and 1.704-2(i)(5), each such Limited Partner shall be
    specially allocated items of Partnership income and gain in
    the amount of such excess as quickly as possible, provided
    that an allocation pursuant to this Section 5.3(d) shall be
    made only if and to the extent that such Limited Partner
    would have a deficit Capital Account in excess of such sum
    after all other allocations provided for in this Section 5
    have been made as if Section 5.3(c) hereof and this Section
    5.3(d) were not in the Agreement.
    
          (e)Nonrecourse Deductions.  Nonrecourse Deductions
    for any Fiscal Year shall be allocated in the same manner as
    Losses are allocated pursuant to Section 5.2(a).
    
          (f)Partner Nonrecourse Deductions.  Any Partner
    Nonrecourse Deductions for any Fiscal Year shall be
    specially allocated to the Partner who bears the economic
    risk of loss with respect to the Partner Nonrecourse Debt to
    which such Partner Nonrecourse Deductions are attributable
    in accordance with Regulations Section 1.704-2(i)(1).
    
          (g)754 Adjustments.  To the extent an adjustment to
    the adjusted tax basis of any Partnership asset pursuant to
    Code Section 734(b) or Code Section 743(b) is required,
    pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or
    Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken
    into account in determining Capital Accounts as the result
    of a distribution to a Partner in complete liquidation of
    his interest in the Partnership, the amount of such
    adjustment to Capital Accounts shall be treated as an item
    of gain (if the adjustment increases the basis of the asset)
    or loss (if the adjustment decreases such basis) and such
    gain or loss shall be specially allocated to the Partners in
    accordance with their interests in the Partnership in the
    event that Regulations Section 1.704-1(b)(2)(iv)(m)(2)
    applies, or to the Partner to whom such distribution was
    made in the event that Regulations Section
    1.704-1(b)(2)(iv)(m)(4) applies.
    
          5.4Curative Allocations.  The allocations set forth
    in Sections 5.3(a) through 5.3(g) (the "Regulatory
    Allocations") are intended to comply with certain
    requirements of the Regulations.  It is the intent of the
    Partners that, to the extent possible, all Regulatory
    Allocations shall be offset either with other Regulatory
    Allocations or with special allocations of other items of
    Partnership income, gain, loss, or deduction pursuant to
    this Section 5.4.  Therefore, notwithstanding any other
    provision of this Section 5 (other than the Regulatory
    Allocations), the Partnership shall make such offsetting
    special allocations of Partnership income, gain, loss or
    deduction in whatever manner determined by the General
    Partner to be appropriate so that, after such offsetting
    allocations are made, each Partner's Capital Account balance
    is, to the extent possible, equal to the Capital Account
    balance such Partner would have had if the Regulatory
    Allocations were not part of the Agreement and all
    Partnership items were allocated pursuant to Sections 5.1
    and 5.2.  In exercising its discretion under this
    Section 5.4, the General Partner shall take into account
    future Regulatory Allocations under Sections 5.3(a) and
    5.3(b) that, although not yet made, are likely to offset
    other Regulatory Allocations previously made under Sections
    5.3(e) and 5.3(f).
    
          5.5Other Allocation and Accounting Rules.
    
          (a)For purposes of determining the Profits, Losses,
    or any other items allocable to any period, Profits, Losses,
    and any such other items shall be determined on a daily,
    monthly, or other basis, as determined by the General
    Partner using any permissible method under Code Section 706
    and the Regulations thereunder.
    
          (b)To the extent permitted by Section 1.704-2(h)(3)
    of the Regulations, the General Partner shall endeavor to
    treat distributions of cash from the Partnership as having
    been made from the proceeds of a Nonrecourse Liability or a
    Partner Nonrecourse Debt only to the extent that such
    distributions would cause or increase an Adjusted Capital
    Account Deficit for any Partner.
    
          5.6Tax Allocations.
    
          (a)For federal income tax purposes, the Partners'
    distributive shares of each item of Partnership income,
    gain, loss, deduction, and credit shall be determined in a
    manner that is consistent with the allocations of Profits,
    Losses, and other items under Sections 5.1 through 5.5.  The
    Partners are aware of the income tax consequences of the
    allocations made by this Section 5, and all Partners shall
    be bound by the provisions of this Section 5 in reporting
    their shares of Partnership income and loss for federal
    income tax purposes.
    
          (b)In accordance with Code Section 704(c) and the
    Regulations thereunder, income, gain, loss, and deduction
    with respect to any property contributed to the capital of
    the Partnership shall, solely for tax purposes, be allocated
    among the Partners so as to take account of any variation
    between the adjusted basis of such property to the
    Partnership for federal income tax purposes and its initial
    Gross Asset Value.  In the event the Gross Asset Value of
    any Partnership asset is adjusted pursuant to the definition
    of Gross Asset Value in Section Two, subsequent allocations
    of income, gain, loss, and deduction with respect to such
    asset shall take account of any variation between the
    adjusted basis of such asset for federal income tax purposes
    and its Gross Asset Value in the same manner as under Code
    Section 704(c) and the Regulations thereunder.  Any
    elections or other decisions relating to such allocations
    shall be made by the General Partner in any manner that
    reasonably reflects the purpose and intention of this
    Agreement.  Allocations pursuant to this Section 5.6(b) are
    solely for purposes of federal, state, and local taxes and
    shall not affect, or in any way be taken into account in
    computing, any Person's Capital Account or share of Profits,
    Losses, other items, or distributions pursuant to any
    provision of this Agreement.
    
    
                             SECTION SIX
                            DISTRIBUTIONS
    
          6.1Distributions of Cash.  It is anticipated that the
    Partnership will not make regular distributions of cash to
    the Partners.  However, the General Partner may from time to
    time decide that cash should be distributed to the Partners. 
    In such event, and subject to the limitations imposed by the
    Act on the aggregate amount which may be distributed by the
    Partnership at any given time, the Partnership shall dis-
    
    tribute the amount of cash determined by the General Partner
    at the time or times determined by the General Partner. 
    Each cash distribution made by the Partnership shall be made
    to the Partners in proportion to the number of Units held by
    each of them on the date of the distribution.
    
          6.2Distributions in Kind.  It is anticipated that the
    Partnership will not make distributions of property to the
    Partners.  However, the General Partner may from time to
    time decide that specific Partnership property other than
    cash should be distributed to the Partners.  In such event,
    and subject to the limitations imposed by the Act on the
    aggregate amount which may be distributed by the Partnership
    at any given time, such property shall be valued and
    distributed, based on value, to the Partners to whom, and in
    the same proportions as, cash in an amount equal to the
    value of such property would be distributed on the date such
    property is distributed, and the manner in which each such
    distribution is made shall be determined by the General
    Partner.
    
          6.3Distribution in Cash Only.  Except as provided in
    Section 10.2, no Partner in its capacity as a Partner shall
    have the right to demand or receive property other than cash
    from the Partnership for any reason whatsoever and no
    Partner shall have the right to sue for partition of the
    Partnership or of the Partnership's assets.
    
          6.4Good Faith Distribution by General Partner.  Upon
    the good faith determination to distribute funds in
    accordance with this Section 6, the General Partner shall
    incur no liability on account of such distribution, even
    though such distribution may have resulted in the
    Partnership retaining insufficient funds for the operation
    of its business, which insufficiency resulted in loss to the
    Partnership or necessitated the borrowing of funds by the
    Partnership.
    
    
    
                            SECTION SEVEN
        RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER
    
          7.1Powers of the General Partner.  In addition to the
    powers granted to any General Partner under the Act and
    other provisions of this Agreement, the General Partner
    shall have the exclusive right and power to manage the
    business and the affairs of the Partnership with all powers
    necessary, advisable, or convenient to manage, control,
    administer and operate the business and affairs of the
    Partnership for purposes herein stated, to make all
    decisions affecting such business and affairs, and to do all
    things which are necessary or desirable in the conduct of
    the business and affairs of the Partnership.  The rights and
    powers of the General Partner shall include, without
    limitation, for Partnership purposes, the powers to:
    
          (a)Represent the Partnership in all administrative
    and judicial proceedings involving federal income tax
    matters as the "Tax Matters Partner."  In connection
    therewith, the powers of the General Partner shall include,
    but are not limited to, the power to:
    
          (i)appoint an attorney-in-fact to represent
    the Partnership in such proceeding;
    
          (ii)engage in any activities enumerated in
    subchapter C of chapter 63 of the Internal Revenue Code;
    
          (iii)employ attorneys, accountants,
    appraisers, consultants, and such other persons as deemed
    appropriate;
    
          (iv)make any and all elections for federal,
    state, and local tax purposes, including, without
    limitation, any election if permitted by applicable law: 
    (a) to adjust the basis of Partnership Assets pursuant to
    Code Sections 754, 734(b) and 743(b), or comparable
    provisions of state or local law; and (b) to extend the
    statute of limitations for assessment of tax deficiencies
    against Partners with respect to adjustments to the
    Partnership's federal, state or local tax returns; and
    
          (v)represent the Partnership and Partners
    before taxing authorities or courts of competent
    jurisdiction in tax matters affecting the Partnership and
    Partners in their capacity as Partners, and to execute any
    agreements or other documents relating to or affecting such
    tax matters including agreements or other documents that
    bind the Partners with respect to such tax matters or
    otherwise affect the rights of the Partnership or Partners.
    
         The Tax Matters Partner shall provide all Partners
    affected by an Internal Revenue Service Partnership level
    proceeding with such notice of the proceeding as is required
    by the Code.  The preceding sentence shall be deemed to be
    satisfied by mailing such notice to each such Partner's last
    known address.
    
         The Tax Matters Partner is entitled to reimbursement
    for all expenses relating to its representation of the
    Partnership, which may include, but are not limited to,
    expenses of persons employed by the Partnership in
    connection with an examination, audit, administrative or
    judicial proceeding relating to federal income tax matters;
    
          (b)Employ, retain or otherwise secure or enter into
    contracts with consultants, agents or firms to assist in the
    business of the Partnership, all on such terms for such
    consideration as the General Partner deems advisable, such
    consideration to be a normal operating expense;
    
          (c)Pay all operating costs and expenses associated
    with the ownership of Partnership Assets including without
    limitation, insurance, ad valorem taxes, maintenance costs,
    accounting and legal fees, and principal and interest due on
    any indebtedness encumbering the assets of the Partnership;
    
          (d)Acquire, contract to acquire or enter into an
    option to acquire, sell, exchange, or convey title to, and
    to license, contract to sell or grant an option for the sale
    of all or any portion of the Partnership Assets, and any
    mortgage or leasehold interest or other property which may
    be acquired by the Partnership upon a transfer of the
    Partnership Assets;
    
          (e)Borrow money and, if security is required there-
    
    for, to mortgage or subject to any other security device any
    portion of the Partnership Assets, to obtain replacements of
    any mortgage, security deed or other security device, and to
    prepay, in whole or in part, refinance, increase, modify,
    consolidate, or extend any mortgage, security deed or other
    device, all of the foregoing at such terms and in such
    amount as it deems in its absolute discretion, to be in the
    best interest of the Partnership;
    
          (f)Sell additional Partnership Interests to
    additional limited partners for such price(s) as may be
    determined by the General Partner, in its sole discretion;
    
          (g)Enter into joint venture agreements, trust agree-
    
    ments or other fiduciary agreements or arrangements for the
    purpose of holding legal or equitable title to the
    Partnership Assets and to lease all or any portion of any
    real property owned by the Partnership without limit as to
    the term thereof, whether or not such term (including
    renewal terms) will extend beyond the date of termination of
    the Partnership, and whether any property so leased is to be
    occupied by the lessee or, in turn, subleased in whole or in
    part to others; provided that prior to acquiring more than a
    de minimis interest in any property which is subject to an
    allowance for depreciation or is otherwise amortizable, or
    otherwise allows the Partners to claim such deductions, the
    General Partner will consult with tax counsel for the
    Partnership to determine whether the Partnership Agreement
    needs to be amended;
    
          (h)Form other partnerships (designating the Partner-
    
    ship as a general or limited partner thereof), limited
    liability companies, and other entities, including the
    entities which will own the Day 2 Venture Units and Day 3
    Venture Units, and contribute any and all Partnership Assets
    thereto;
    
          (i)Acquire and enter into any contract of insurance
    which the General Partner deems necessary and proper for the
    protection of the Partnership, for the conservation of its
    assets, or for any purpose beneficial to the Partnership;
    
          (j)Invest in short-term government obligations, cer-
    
    tificates of deposit or tax-exempt obligations such funds of
    the Partnership as are temporarily not required in its
    opinion for use in conducting the business of the
    Partnership;
    
          (k)Execute any guaranty or accommodation endorsement
    reasonably incident to the conduct of the business of the
    Partnership;
    
          (l)Open and maintain bank accounts for the deposit of
    Partnership funds, with withdrawals to be made upon such
    signature or signatures as the General Partner may
    designate;
    
          (m)Obtain licenses to use the Partnership
    Intellectual Property that is not owned by the Partnership
    and license the Venture Units to use the Partnership
    Intellectual Property; 
    
          (n)Execute, acknowledge and deliver any and all in-
    
    struments, documents, or agreements to effectuate the
    foregoing; and
    
          (o)By way of extension of the foregoing and not by
    way of limitation thereof, the General Partner shall possess
    all of the powers and rights of partners in a partnership
    without limited partners under the Act as amended.
    
          7.2Dealing with Partnership by General Partner.  The
    fact that the General Partner is directly or indirectly
    interested in or connected with any person, firm or
    corporation employed by the Partnership to render or perform
    a service or from or to which or whom the Partnership may
    buy or sell merchandise, services, materials or other
    property, shall not prohibit the General Partner, on behalf
    of the Partnership, from employing such person, firm or
    corporation (including the General Partner) or from
    otherwise dealing with them.  Each Limited Partner consents
    to the payment of fees, remuneration, or other payments paid
    for services in accordance with the Shareholders' Agreement.
    All transactions made pursuant to this Section 7.2 between
    the Partnership and either a Partner or an Affiliate of a
    Partner are intended to be and shall be deemed to be
    transactions between the Partnership and one who is not a
    Partner.  Nothing contained in this Section 7.2 shall
    restrict the right of the General Partner or any other
    Person to receive the income or distributions to which they
    would otherwise be entitled to hereunder as a Partner. 
    
          7.3Authority of General Partner.  No person dealing
    with the General Partner shall be required to determine the
    General Partner's authority to make any commitment or
    undertaking on behalf of the Partnership nor to determine
    any fact or circumstance bearing upon the existence of its
    authority.  No purchaser of any property or interest owned
    by the Partnership shall be required to determine the right
    to sell and the authority of the General Partner or its
    designee to sign and deliver on behalf of the Partnership
    any such instrument of transfer, or to see to the
    application or distribution of revenues or proceeds paid or
    credited in connection therewith.
    
          7.4Duties of the General Partner.  The General
    Partner's obligations shall include the following:
    
          (a)Manage the Partnership affairs;
    
          (b)Have fiduciary responsibility for the safekeeping
    and use of all funds of the Partnership;
    
          (c)Render complete annual reports to the Limited
    Partners and any required governmental agency;
    
          (d)Furnish Limited Partners with the reports and
    information specified in Section 13.4 hereof;
    
          (e)Maintain complete records of Partnership assets,
    including information and reports of architects, appraisers,
    engineers, attorneys, accountants or other professionals;
    
          (f)Maintain complete books of account regarding Part-
    
    nership operations and business affairs;
    
          (g)Keep all records of the Partnership available for
    inspection and audit by any Limited Partner or its
    representative, at the expense of the Limited Partner, upon
    reasonable notice during business hours at the principal
    place of business of the Partnership; and
    
          (h)Perform all other actions necessary to ensure that
    the Partnership complies with the provisions of the Act and
    other applicable law.
    
          7.5Removal of the General Partner.  The General
    Partner may be removed, and a new General Partner may be
    appointed, only by a unanimous vote of all of the Partners. 
    The General Partner may not be removed without its consent. 
    The Partnership shall hold the removed General Partner
    harmless from any and all liabilities, including attorney's
    fees, arising from and after the effective date of its ter-
    
    mination of its interest, which liabilities are not
    attributable to fraud, gross negligence or willful
    misconduct of the General Partner prior to or on such
    effective date.  A General Partner that is removed hereby
    shall be entitled, at its sole and absolute discretion, to
    either (i) convert its Partnership Interest to that of a
    special Limited Partner, having the same rights to
    allocations of Profits, Losses, distributions and the
    capital of the Partnership as prior to such conversion (with
    such conversion occurring automatically upon the making of
    such election), or (ii) receive payment for its Partnership
    Interest, in complete termination thereof, in an amount
    equal to its fair market value, with payment due upon
    termination.
    
          7.6Liability and Indemnification of the General
    Partner.
    
          (a)Liability Generally.  The General Partner shall
    not be liable to the Limited Partners because any taxing
    authorities disallow or adjust any deductions or credits in
    the Partnership or a Limited Partner's income tax returns,
    nor shall the General Partner have any personal liability
    for the repayment of capital contributions of the Limited
    Partners except as provided in this Agreement.  In addition,
    the General Partner shall not be liable, responsible or
    accountable in damages or otherwise to any of the Limited
    Partners or to the Partnership for any act or omission
    performed or omitted by it in good faith, and in the
    reasonable belief that such act or omission was within the
    scope and authority granted to it by this Agreement.
    
          (b)No Liability.  Neither the General Partner nor its
    agents shall be liable to the Limited Partners for any
    actions taken by or on behalf of the General Partner,
    including the execution of a settlement agreement with the
    Internal Revenue Service so long as the General Partner acts
    in good faith in representing the interest of the
    Partnership and Limited Partners.  The preceding sentence
    does not, however, excuse the General Partner from the
    notice requirements stated at Section 7.1(a).
    
          (c)Indemnification.  The Partnership shall and does
    hereby indemnify and save harmless the General Partner and
    its successors and assigns from and against loss, damage, or
    expenses incurred by them on behalf of or in connection with
    any act or omission described in the preceding paragraph,
    including reasonable costs and expenses of litigation and
    appeal (including reasonable fees and expenses of attorneys
    engaged by the General Partner and all applicable sales or
    use taxes imposed on such fees and costs), in defense of
    such act or omission, without relieving the General Partner
    of liability for fraud, bad faith, gross negligence or
    malfeasance, or failure to comply in any material respect
    with any representation, warranty, covenant, condition or
    other agreement herein contained of the General Partner. 
    The satisfaction of any indemnification and any saving
    harmless shall be from and limited to Partnership Assets and
    no Partners shall have any personal liability on account
    thereof.
    
          7.7Transferability of General Partner's Interest. 
    Except as otherwise provided in this Agreement and in
    addition to any other restrictions set forth herein on the
    transfer of the General Partner's Partnership Interest, the
    General Partner shall not, without the consent of the
    Limited Partners holding at least fifty-one percent (51%) of
    the Units, sell, assign, transfer, or otherwise dispose of,
    in whole or in part, its Partnership Interest or admit an
    additional General Partner, and any attempt by the General
    Partner to do so in violation of this Agreement shall be
    null and void ab initio.  If all or any part of the General
    Partner's Partnership Interest is transferred in violation
    of this Agreement, the transferee shall be a mere assignee,
    and not a substituted Partner, with respect to the interest
    that is transferred.
    
                            SECTION EIGHT
            RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS
    
          8.1Liability of Limited Partners.  Except as provided
    in the Act, none of the Limited Partners shall have any
    personal liability with respect to the liabilities or the
    obligations of the Partnership.
    
          8.2Management of Business.  The Limited Partners, as
    such, shall not take part in the management of the business
    of the Partnership, transact any business for the
    Partnership or have the power to sign for or to bind the
    Partnership to any agreement or document, said powers being
    vested solely and exclusively in the General Partner.  No
    action taken or attempted to be taken by one or more of the
    Limited Partners under the provisions of Sections 7, 10 or
    14 or this Section 8 shall be effective or binding upon the
    Partnership (i) if a court of competent jurisdiction in the
    State of Delaware has held that the taking of such action
    would result in the loss of limited liability of the Limited
    Partners, or (ii) if the Partnership receives an opinion of
    counsel (obtained by any Partner), satisfactory to all of
    the Limited Partners, to the effect that the taking of such
    action would result in the loss of limited liability of the
    Limited Partners.
    
          8.3Duty to Account for Profits.  Each Limited Partner
    shall be a trustee for the Partnership with respect to any
    profit derived by it without the consent of the General
    Partner or the Limited Partners from any transaction
    connected with the formation, conduct or liquidation of the
    Partnership or from any use of Partnership Assets.
    
          8.4Rights of Limited Partners.  Each Limited Partner
    shall be entitled to:
    
          (a)The rights accorded to limited partners by the
    Act, to the extent that such rights cannot be eliminated by
    agreement of the Partners;
    
          (b)All rights and powers of Limited Partners as are
    set forth elsewhere in this Agreement;
    
          (c)Be indemnified in respect to payments made and
    personal liabilities reasonably incurred by it for the
    preservation of the Partnership business or property;
    
          (d)Vote its Units as to any amendments to this
    Agreement (other than amendments to admit additional limited
    partners to the extent such amendments do not affect the
    Limited Partner's interest in allocations and distributions
    under Sections 5 and 10) or on any other matter which the
    General Partner may put to a vote of the Limited Partners;
    
          (e)Have the Partnership books kept at the principal
    office of the Partnership, and at all reasonable times to
    have access to and the right to inspect and copy any of
    them; and
    
          (f)Have, upon reasonable notice, true and full infor-
    
    mation regarding all things affecting the Partnership.
    
                             SECTION NINE
                  TRANSFER OF PARTNERSHIP INTERESTS
    
          9.1Transfer of Interests.  Partnership Interests are
    transferable only on the books of the Partnership.  Each
    Limited Partner agrees that no transferee of a Limited
    Partner shall have the right to be substituted as a Limited
    Partner in the place of his transferor except with the
    written consent of the General Partner, which consent may be
    withheld for any reason if such transfer was an involuntary
    transfer and may not be withheld if such transfer was a
    voluntary transfer in compliance with the Shareholders'
    Agreement.  A transferee admitted as Limited Partner is
    referred to herein as a "Substituted Limited Partner."  No
    such substitution or attempted substitution shall be valid
    and enforceable, whether or not the Limited Partner's
    Partnership Interests are transferred or are attempted to be
    transferred in connection therewith, unless the General
    Partner has given such written consent.  Subject to the
    provisions of this Agreement or the Act, the death,
    withdrawal, insanity, bankruptcy, or substitution of any
    Limited Partner shall not interrupt the continuity of or
    cause the termination or dissolution of the Partnership.
    
          9.2Limitation Upon Transfer of Partnership Interests
    Therein.
    
          (a)Securities Laws.  Partnership Interests shall be
    nontransferable and nonassignable unless the registration
    provisions of the Securities Act of 1933 (the "1933 Act")
    have been complied with through registration, or an
    exemption therefrom, and unless made in compliance with the
    registration provisions of the securities laws of the states
    where interests are offered or sold, or exemptions
    therefrom.  Furthermore, as a condition precedent to any
    assignment or other transfer of any interest in the Partner-
    
    ship, the General Partner may require an opinion of counsel
    satisfactory to the General Partner that such assignment or
    transfer will be made in compliance with the registration
    provisions of the 1933 Act, or an exemption therefrom, and
    the securities laws of the states where interests are
    offered or sold, or exemptions therefrom.  The assignor or
    transferor will be responsible for paying the legal fees for
    any opinion required by this Section.  Any transfer, pledge
    or other disposition of Partnership Interests in
    contravention of these restrictions is void.  Each Limited
    Partner agrees to accept the foregoing restrictions on the
    transferability of Partnership Interests and assignment of
    interests therein and abide by the provisions thereof, and
    agrees that the following legend shall be placed on each
    certificate of interest evidencing a Partnership Interest,
    if any:
    
         THE PARTNERSHIP INTERESTS EVIDENCED BY THIS
         CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933 (THE "ACT") OR THE LAWS OF
         ANY STATE AND WERE SOLD PURSUANT TO EXEMPTIONS
         FROM REGISTRATION UNDER THE ACT AND SUCH STATE
         LAWS.  THE PARTNERSHIP INTERESTS MAY NOT BE SOLD
         OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT FOR THE PARTNERSHIP
         INTERESTS UNDER THE ACT AND SUCH STATE LAWS AS MAY
         BE APPLICABLE, OR AN OPINION OF COUNSEL
         SATISFACTORY TO THE PARTNERSHIP THAT SUCH
         REGISTRATION IS NOT REQUIRED.
    
          (b)Tax Rules.  No transfer, assignment or encumbrance
    of Partnership Interests shall be made if such transfer or
    other event would, in the opinion of counsel for the
    Partnership, result in the Partnership being considered to
    have been terminated under the provisions of the Code.  In
    addition, the General Partner has the right to refuse to
    recognize any transfer of Partnership Interests in a
    secondary market or substantial equivalent thereof.
    
          (c)Shareholders' Agreement.  No transfer or
    assignment of Partnership Interests shall be made except in
    accordance with the Shareholders' Agreement.
    
          9.3Holders Who are not Limited Partners.  A person
    who has possession of a Partnership Interest that has been
    transferred but who has not been admitted as a Substituted
    Limited Partner as provided in Section 9.1 shall be entitled
    solely (a) to allocations of Profits and Losses and
    distributions as provided in Section 5, Section 6, and -
    
    Section 10.
    
          9.4Treatment of Transferor.  A person who transfers
    or attempts to transfer all or any part of a Partnership
    Interest shall, with respect to any interest that is
    effectively transferred, cease to have any right, title, or
    interest to or in the Partnership and, with respect to any
    such interest that is not effectively transferred, shall
    cease to be a Partner and shall be a mere assignee.
    
          9.5General Conditions on Disposition.
    
          (a)All costs and expenses incurred by the Partnership
    in connection with any disposition of any Limited Partner's
    Partnership Interest pursuant to this Section and/or in
    connection with another person becoming a transferee or
    Substituted Limited Partner in the Partnership in respect of
    such interest including any filing, recording, and
    publishing costs and the fees and disbursements of counsel
    shall be paid by and be the responsibility of the Limited
    Partner disposing of such interest.
    
          (b)If the Partnership Interest of a Limited Partner
    is effectively transferred, the Partnership's Profits,
    Losses, and other items shall for accounting and tax
    purposes be allocated between the transferring Limited
    Partner and the transferee using any reasonable method of
    allocation selected by the General Partner.  A transferee
    of, or Substituted Limited Partner with respect to, a
    Limited Partner's Partnership Interest shall be entitled to
    receive distributions from the Partnership with respect to
    such interest only after the effective date of such
    assignment.  The transfer by a Limited Partner of any
    interest shall become effective on the first day of the
    month following satisfaction of the requirements set forth
    in this Section 9.5.
    
          9.6Survival of Liabilities.  No substitution of an
    assignee as a Limited Partner shall operate to relieve the
    assignor of any liabilities arising under the Act.
    
          9.7Withdrawal.  No Partner may withdraw from the
    Partnership.  Any Partner that withdraws from the
    Partnership in breach of this Agreement shall be liable to
    the Partnership for all of the direct and indirect damages
    caused by such withdrawal.
    
                             SECTION TEN
                       DISSOLUTION, TERMINATION
    
          10.1Dissolution.  It is the intention of the Partners
    that the business of the Partnership be continued by the
    Partners pursuant to the provisions of this Agreement until
    such time as the occurrence of an "Event of Dissolution" (as
    hereinafter defined), at which time the Partnership shall
    dissolve.  The occurrence of any of the following shall be
    deemed an "Event of Dissolution":
    
          (a)The sale of all or substantially all of the assets
    of the Partnership;
    
          (b)The decision by all of the Partners that the Part-
    
    nership should be dissolved;
    
          (c)The date on which the Partnership or the General
    Partner shall suffer a bankruptcy;
    
          (d)December 31, 2097;
    
          (e)The dissolution, removal, or withdrawal of the
    General Partner, unless there is a remaining General Partner
    that shall elect to continue the business of the Partnership
    (with such right to continue being expressly granted hereby)
    or, if there is no remaining General Partner, unless all
    remaining Partners consent in writing to the admission of a
    new General Partner not later than ninety (90) days after
    the occurrence of such event; provided, in the event the
    Partnership is continued under this Section 10.1(e), the
    previous General Partner's Partnership Interest shall, at
    such time, be converted to a special class of Limited
    Partner having the same rights to allocations of Profits,
    Losses, distributions and the capital of the Partnership as
    prior to such conversion (with such conversion occurring
    automatically upon the making of such election and upon such
    holder executing an agreement to join in this Agreement);
    
          (f)The occurrence of a cause of dissolution as set
    forth in the Act, and limited by Sections 10.1(a) through
    (e) hereof.
    
          10.2Wind-Up.  Upon the dissolution of the Partnership,
    the General Partner shall make a final accounting of the
    business and affairs of the Partnership and shall proceed
    with reasonable promptness to liquidate the business,
    property and assets of the Partnership and to distribute the
    proceeds in the following order of priority:
    
          (a)To the payment of expenses of any sale, disposi-
    
    tion or transfer of the Partnership Assets of the
    dissolution and liquidation of the Partnership.
    
          (b)To the payment of just debts and liabilities of
    the Partnership (including any to Partners), in the order of
    priority provided by law.
    
          (c)To the Partners in an amount equal to their Capi-
    
    tal Accounts, after giving effect to all contributions,
    distributions and allocations for all periods.
    
          10.3Compliance With Regulations.  In the event the
    Partnership is "liquidated" within the meaning of
    Regulations Section 1.704-1(b)(2)(ii)(g), then distributions
    shall be made pursuant to this Section 10 to the Partners
    who have positive Capital Accounts in compliance with
    Regulations Section 1.704-1(b)(2)(ii)(b)(2).  
    
          10.4No Obligation to Restore Deficit Capital Account
    Balance.  In the event a Limited Partner's Capital Account
    has a deficit balance (after giving effect to all
    contributions, distributions and allocations for all taxable
    years, including the year during which the dissolution
    occurs), notwithstanding any custom or rule of law to the
    contrary, such Limited Partner shall have no obligation to
    make any contribution to the Partnership and the negative
    balance of such Limited Partner's Capital Account shall not
    be considered an asset of the Partnership nor a debt owed by
    such Limited Partner to the Partnership or to any other
    Person for any purpose whatsoever.
    
          10.5Temporary Retention of Liquidation Proceeds.  In
    the discretion of the General Partner, a pro rata portion of
    the distributions that would otherwise be made to the
    Partners pursuant to this Section may be:
    
          (i)distributed to a trust established for
    the benefit of the Partners for the purposes of liquidating
    Partnership Assets and collecting amounts owed to the
    Partnership or the Partners arising out of or in connection
    with the Partnership. The assets of any such trust shall be
    distributed to the Partners from time to time, in the
    discretion of the trustee of such trust, in the same
    proportions as the amount distributed to such trust by the
    Partnership would otherwise have been distributed to the
    Partners pursuant to this Agreement; or
    
          (ii)withheld to provide a reasonable reserve
    for Partnership liabilities (contingent or otherwise) and to
    reflect the unrealized portion of any installment
    obligations owed to the Partnership, provided that such
    withheld amounts shall be distributed to the Partners from
    time to time in the discretion of the General Partner as
    such liabilities are paid or settled.
    
          10.6Distributions In Kind.  Notwithstanding anything
    to the contrary in Section 10.2, if the Partnership at the
    time of its dissolution owns any Intellectual Property that
    utilizes the words "Planet Hollywood" or any similar words
    or any logos or marks that are substantially similar to
    logos or marks owned by PHT or its Affiliates, then such
    Intellectual Property shall upon the winding up of the
    Partnership be distributed in kind to PHT.  Similarly, and
    notwithstanding anything to the contrary in Section 10.2, if
    the Partnership at the time of its dissolution owns any
    Intellectual Property that utilizes the words "American
    Multi-Cinema" or "AMC" or any similar words or any logos or
    marks that are substantially similar to logos or marks owned
    by AMCPH or its Affiliates, then such Intellectual Property
    shall upon the winding up of the Partnership be distributed
    in kind to AMCPH.  If Intellectual Property is distributed
    in kind to both PHT and AMCPH pursuant to this Section 10.6,
    then the property distributed to each shall be deemed to be
    equal in value.
    
          10.7Control of Dissolution and Winding-up.  The wind-
    up of the affairs of the Partnership shall be conducted by
    the General Partner.  In the event there is no General
    Partner, then the wind-up of the affairs of the Partnership
    shall be conducted by the Partner so nominated by Partners
    who then own a majority of the Units (the "Liquidating
    Partner").  In liquidating the assets of the Partnership,
    all tangible assets of a saleable value shall be sold at
    such price and terms as the General Partner (or the
    Liquidating Partner) determines to be fair and equitable. 
    Any Partner may purchase such assets at such sale.  A
    reasonable time shall be allowed for the orderly liquidation
    of the assets of the Partnership and the discharge of
    liabilities to creditors to minimize the losses that might
    otherwise occur upon liquidation.  Upon the conclusion of
    the wind-up of the affairs of the Partnership, the
    Partnership shall terminate.
    
          10.8Deemed Distribution and Recontribution. 
    Notwithstanding any other provisions of this Section 10, in
    the event the Partnership is liquidated within the meaning
    of Regulations Section 1.704-1(b)(2)(ii)(g) but no Event of
    Dissolution has occurred, the Partnership Assets shall not
    be liquidated, the Partnership's liabilities shall not be
    paid or discharged, and the Partnership's affairs shall not
    be wound up.  Instead, solely for federal income tax
    purposes, the Partnership shall be deemed to have
    distributed the Partnership Assets in kind to the Partners,
    who shall be deemed to have assumed and taken subject to all
    Partnership's liabilities, all in accordance with their
    respective Capital Accounts.  Immediately thereafter, the
    Partners shall be deemed to have recontributed the
    Partnership Assets in kind to the Partnership, which shall
    be deemed to have assumed and taken subject to all such
    liabilities.
    
          10.9Rights of Partners.  Except as otherwise provided
    in this Agreement, each Partner shall look solely to the
    assets of the Partnership for the return of his Capital
    Contributions and shall have no right or power to demand or
    receive property other than the distributions described
    herein.  No Partner shall have priority over any other
    Partner as to the return of his Capital Contributions,
    distributions, or allocations unless otherwise provided in
    this Agreement.
    
          10.10Division of Venture Units.  Unless otherwise
    agreed by the Partners, this Section 10.10 shall govern the
    division of the Venture Units of the Partnership upon
    dissolution:
    
          (a)The Partnership shall distribute to AMCPH all of
    the Partnership's  interests in AMC Consolidated Entities
    and to PHT all of the Partnership's interests in the PH
    Consolidated Entities.
    
          (b)The Management Agreements shall terminate and in
    their place shall be new management agreements in the then
    current form generally used by each Limited Partner or its
    Affiliates with respect to management services of the type
    being provided pursuant to the respective Management
    Agreement; provided, that such new management agreements
    shall be on commercially reasonable terms for similar
    facilities and services.
    
          (c)The Master License Agreements shall be amended to
    reflect (i) AMCPH as the licensee for purposes of the
    operation of the Venture Units distributed to AMCPH, (ii)
    PHT as the licensee for purposes of the operation of the
    Venture Units distributed to PHT, (iii) that no additional
    facilities utilizing the intellectual property rights
    licensed by the Master License Agreements may be developed
    or operated by AMCPH, PHT or their Affiliates pursuant to
    the Master License Agreements, and (iv) that the exclusive
    nature of the license granted by the terms of the Master
    License Agreements shall terminate.
    
          (d)The Sublicense Agreements shall terminate;
    provided, that, with respect to the Day 1 Venture Units, the
    operator thereof shall enter into a license agreement with
    PHT or its Affiliates similar to the Day 1 Venture Unit
    Sublicense Agreement, except that such agreement shall
    provide for a royalty equal to one-half the royalty provided
    for in the Day 1 Venture Unit Sublicense Agreement.
    
                            SECTION ELEVEN
                            OTHER BUSINESS
    
         No Partner shall be required to devote its entire time
    or attention to the business of the Partnership or, in any
    event, more time or attention than shall be reasonably
    required to carry out its obligations under this Agreement.
    
                            SECTION TWELVE
                          POWER OF ATTORNEY
    
          12.1Granting General Partner Power of Attorney.  Each
    Limited Partner, by executing this Agreement or a
    counterpart thereof, irrevocably constitutes and appoints
    the General Partner as its true and lawful attorney-in-fact
    and agent with full power and authority to act in such
    Limited Partner's name, place, and stead to effect the
    purposes of the Partnership, including the execution,
    acknowledgment, delivery, filing and recording of all
    certificates, documents, deeds, bills of sale, assignments
    and other instruments of conveyance, leases, contracts, loan
    documents and all other documents which the General Partner
    deems necessary or reasonably appropriate to achieve the
    following:
    
          (a)To qualify the Partnership as a Limited Partner-
    
    ship under the Act; and
    
          (b)To effect a modification of the Partnership or an
    amendment of this Agreement without the consent of the
    Limited Partners:
    
          (i)to ensure the continuation of
    Partnership tax status, provided however that, in the
    opinion of counsel to the Partnership, such amendment does
    not adversely affect in any way the rights or interests of
    any of the Limited Partners;
    
          (ii)to cure any ambiguity and to correct or
    supplement any inconsistent provision in this Agreement; or
    
          (iii)when such modification or amendment
    is permitted or required under the terms of this Agreement;
    or
    
          12.2Power of Attorney.
    
          (a)The power of attorney granted herein:
    
          (i)is a special power of attorney and shall
    be deemed to be coupled with an interest, shall be
    irrevocable, and shall survive death, incompetency, or legal
    disability of a Limited Partner;
    
          (ii)may be exercised by the General Partner
    for each Limited Partner by listing any or all of the
    Limited Partners required to execute any such instrument
    with a signature of said General Partner acting as
    attorney-in-fact for any or all of the Limited Partners; and
    
          (iii)shall survive the delivery of an
    assignment by a Limited Partner of the whole or a portion of
    its Partnership Interest.
    
          (b)Each of the agreements, certificates, or other
    documents made pursuant to the power of attorney granted
    herein shall be in such form as counsel for the General
    Partner shall deem appropriate.  The powers herein conferred
    to make agreements, certificates, and other documents shall
    be deemed to include the powers to sign, execute,
    acknowledge, swear to, verify, deliver, file, record and
    publish the same.  The General Partner shall notify the
    Limited Partners after every time it utilizes this power of
    attorney.
    
                           SECTION THIRTEEN
               BOOKS OF ACCOUNT AND PARTNERSHIP RECORDS
    
          13.1Books of Account.  The General Partner shall keep
    and maintain, or cause to be maintained, complete and
    accurate books, records and accounts of the Partnership. 
    Such books shall be kept on the basis of a calendar year
    using the accrual method of accounting and shall be closed
    and balanced at the end of each year.  An accounting of all
    types of receipts, income, profits, costs, expenses and
    losses arising out of or resulting from the business of the
    Partnership shall be made by the General Partner annually as
    of the end of each Fiscal Year, and also upon termination of
    this Agreement.  The expense of maintaining the books of
    account shall be an expense of the Partnership.  All
    decisions as to accounting and tax matters (including
    elections which the Partnership is permitted to make under
    the Code) shall be made by the General Partner.
    
          13.2Inspection.  The books, records and accounts of
    the Partnership, together with executed copies of this
    Agreement and of the Certificate and any amendments to
    either document, shall be kept at all times at the principal
    office of the Partnership.  All Partners and their duly
    authorized representatives shall have the right to examine
    such books, records and accounts at any and all reasonable
    times and to make copies thereof or extracts therefrom.
    
          13.3Bank Accounts.  The General Partner shall be
    responsible for seeing that one or more accounts are
    maintained in a bank which is a member of the Federal
    Deposit Insurance Corporation, which accounts shall be used
    for the payment of the disbursements properly chargeable to
    the Partnership, and in which shall be deposited the
    revenues received from the operation of the Partnership.  In
    addition, there shall be deposited in said accounts all
    amounts borrowed from third parties.  All such revenues and
    amounts required by this Section to be deposited in said ac-
    
    counts, shall be and remain the property of the Partnership,
    and shall be received, held and disbursed by the General
    Partner to be applied only for Partnership purposes.  The
    General Partner shall designate the authorized signatories
    for all such accounts. 
    
           13.4Reports. 
    
          (a)Tax Information.  Within seventy-five (75) days
    after the end of the Partnership's fiscal year, the General
    Partner will use its best efforts to furnish each Partner
    with all information necessary for the preparation of each
    of the Limited Partner's Federal and state income tax
    returns.
    
          (b)Financial Statements.  Within ninety (90) days
    after the end of each fiscal year, the General Partner shall
    provide the Limited Partners with a balance sheet and
    related statement of profit and loss for such year.
    
                           SECTION FOURTEEN
                              AMENDMENTS
    
          14.1General Rule.  Except for amendments permitted by
    Section 11, this Agreement may be amended only with the
    written consent of the General Partner and those Limited
    Partners holding a majority of the Units held by the Limited
    Partners.  The General Partner may, and at the request of
    any Limited Partner shall, submit to the Limited Partners,
    in writing by registered or certified mail, the text of any
    proposed amendment to this Agreement and a statement by the
    proposer of the purpose of any such amendment.  The General
    Partner shall include in any submission its views as to the
    proposed amendment.  Any such amendment shall be adopted if,
    within ninety (90) days after the mailing of such amendment
    to all Partners, the General Partner has consented to such
    amendment and has further received written approval
    (including a telegraph or facsimile message) thereof from
    Limited Partners that hold a majority of the Units held by
    the Limited Partners.  A written approval may not be
    withdrawn or voided once it is filed with the General
    Partner.  A Limited Partner filing a written objection may
    thereafter file a valid written approval.  The date of
    adoption of an amendment pursuant to this Section 14 shall
    be the date set forth in the amendment for the adoption, or
    if there is no such date, the date on which the General
    Partner shall have received the requisite written approvals. 
    Any proposed amendment which is not adopted may be
    resubmitted.  In the event any proposed amendment is not
    adopted, any written approval received with respect thereto
    shall be void and shall not be effective with respect to any
    resubmission of the proposed amendment.
    
          14.2Unanimous Consent Requirement.  Notwithstanding
    the foregoing provisions of this Section 14, no amendment,
    without the prior written approval of all Partners, may (a)
    enlarge the obligations of any Partner under this Agreement
    without said Partner's written consent, (b) enlarge the
    liability of the General Partner to the Limited Partners
    without the General Partner's written consent, (c) amend
    this Section 14, (d) amend any provision relating to the
    removal of the General Partner, (e) except with regard to
    the admission of additional limited partners as provided in
    Section 7.1, amend any provisions concerning cash
    distributions or allocation of Profits and Losses (except
    pursuant to the authority granted to the General Partner
    under Section 4, with regard to Capital Accounts), or (f)
    alter the Partnership in such manner as will result in the
    Partnership no longer being classified as a partnership for
    Federal income tax purposes.
    
                           SECTION FIFTEEN
                          GENERAL PROVISIONS
    
          15.1Relationship.  Nothing contained in this Agreement
    shall be deemed or construed to constitute any Partner as a
    general partner, employee or agent of any other Partner,
    other than in connection with activities included within the
    purpose and scope of the Partnership as set forth herein and
    subject to limitations upon same, as set forth herein.
    
          15.2Meetings of Partners.  Any Partner may cast his
    vote on any matter which may be put to a vote of the
    Partners by personally casting said vote, by written proxy
    or by written consent granted in writing.  Meetings of all
    Partners may be called by the General Partner in its
    discretion, after ten (10) days written notice to all
    Partners.
    
          15.3Entire Agreement.  This Agreement sets forth all
    the promises, covenants, agreements, conditions and
    understandings between the parties hereto relating to the
    subject matter hereof.  However, the parties are
    contemporaneously herewith entering into other contracts
    relating to the Venture Units and related matters, and this
    Agreement does not supersede such other contracts or any
    future contracts dealing with similar subject matter.
    
          15.4Binding Effect; No Assignment.  This Agreement
    shall be binding upon the parties hereto, their heirs,
    administrators, transferees, successors and assigns.  No
    party may assign or transfer its interests herein, or
    delegate its duties hereunder, except as expressly provided
    herein; provided, however, that each Partner may assign its
    Partnership Interest to any other party in which it owns a
    majority of the equity interest as long as such entity shall
    agree to be bound by the terms of this Agreement.
    
          15.5No Waiver.  No waiver of any provision of this
    Agreement shall be effective unless it is in writing and
    signed by the party against whom it is asserted, and any
    such written waiver shall only be applicable to the specific
    instance to which it relates and shall not be deemed to be a
    continuing or future waiver.
    
          15.6Notices.   Any notice, consent, or other com-
    
    munication required or permitted by this Agreement shall be
    sufficient if made in writing, signed by the communicator,
    and delivered to a Partner personally or by mailing the same
    postage prepaid by registered or certified mail, return
    receipt requested, to a Partner at its address as set out in
    the Partnership's records.  Each such communication shall be
    deemed to have been received by a person when:   delivered
    to such person;  sent by telecopy to such person at a
    telecopy number provided by such person to the Partnership
    for notice purposes;  on the fifth day after deposit in the
    United States mail, postage prepaid and certified (return
    receipt requested), addressed to such person at an address
    provided by such person to the Partnership for notice
    purposes; or  on the first day after proper and timely
    deposit, freight prepaid or with arrangements for payment
    made in advance, with a nationally recognized next-day
    delivery service providing next-day service to the location
    of the recipient, addressed to such person at an address
    provided by such person to the Partnership for notice
    purposes.  Any person may change its address or telecopy
    number or both by notice to the Partnership.
    
          (a)Partnership distributions of cash or property, if
    any, shall be made in the manner determined by the General
    Partner, but it shall be sufficient if they are made by
    mailing the same to the Partners at their addresses as set
    out in the Partnership's records.
    
          15.7Counterparts.  This agreement and any amendments
    may be executed in one or more counterparts, each of which
    shall be deemed an original, but all of which together will
    constitute one and the same instrument.
    
          15.8Headings.  The section headings contained in this
    Agreement are inserted for convenience only and shall not
    affect in any way the meaning or interpretation of the
    Agreement.
    
          15.9Governing Law.  This Agreement is governed by and
    shall be construed in accordance with the laws of the State
    of Delaware, excluding any conflict-of-laws rule or
    principle that might refer the governance of the
    construction of this Agreement to the law of another
    jurisdiction.
    
          15.10Further Assurances.  The parties hereto agree
    that they will execute and deliver such further instruments
    and do such further acts and things as may be reasonably
    required to carry out the intent and purposes of this Agree-
    
    ment.
    
          15.11Litigation.  The General Partner shall defend
    and prosecute such legal or equitable actions as it deems
    necessary to enforce or protect the interests of the
    Partnership, and the expense of doing so shall be an
    operating cost of the Partnership.
    
          15.12Litigation Among Partners.  If any party
    hereby is required to engage in litigation against any other
    party hereto, either as plaintiff or as defendant, in order
    to enforce or defend any of its or his rights under this
    Agreement, and such litigation results in a final judgment
    in favor of such party ("Prevailing Party"), then the party
    or parties against whom said final judgment is obtained
    shall reimburse the Prevailing Party for all direct,
    indirect or incidental expenses incurred by the Prevailing
    Party in so enforcing or defending its or his rights
    hereunder, including, but not limited to, all reasonable
    attorneys' fees and court costs and other expenses incurred
    throughout all negotiations, trials or appeals undertaken in
    order to enforce the Prevailing Party's rights hereunder.
    
          15.13Remedies.  Each party hereto recognizes and
    agrees that the violation of any term, provision or
    condition of this Agreement may cause irreparable damage to
    the other parties which may be difficult to ascertain, and
    that the award of any sum of damages may not be adequate
    relief to such parties.  Each party, therefore, agrees that,
    in addition to the remedies available in the event of a
    breach of this Agreement, any other party shall have a right
    to equitable relief including, but not limited to, the
    remedy of specific performance.
    
          15.14Representations and Warranties.  Each Partner
    hereby represents to the other Partners as follows:
    
          (a)Such Partner is a corporation duly organized,
    validly existing, and in good standing under the laws of the
    jurisdiction of its incorporation and has the power and
    authority to own its property and carry on its business as
    owned and carried on at the date hereof and as contemplated
    hereby.  Such Partner is duly licensed or qualified to do
    business and in good standing in each of the jurisdictions
    in which the failure to be so licensed or qualified would
    have a material adverse effect on its ability to perform its
    obligations hereunder.  Neither the execution, delivery nor
    performance of this Agreement by the Partner will conflict
    with the provisions of the Partner's Articles of
    Incorporation, Bylaws, or other organizational instruments,
    violate any order, writ, injunction or decree of any court,
    administrative agency or governmental body, or constitute or
    result in a violation or breach of any term or provision, or
    constitute a default under, any contract, mortgage, lease or
    other agreement by which the Partner or its assets are
    bound.
    
          (b)Such Partner has the power and authority to
    execute and deliver this Agreement and to perform its
    obligations hereunder, and the execution, delivery, and
    performance of this Agreement have been duly authorized by
    all necessary corporate action.  This Agreement constitutes
    the legal, valid, and binding obligation of such Partner. 
    The Partner has the ability to perform its obligations
    hereunder (or will have the ability to do so when such
    performance is called for herein).
    
          (c)The representations and warranties made by the
    Partners in this Agreement shall survive the execution
    hereof.
    
          15.15Arbitration.  Any claim, dispute or other
    matter in question between the parties hereto arising out of
    or relating to this Agreement, or the breach thereof, shall
    be decided by arbitration in accordance with the rules of
    the American Arbitration Association in effect on the date
    hereof before three (3) arbitrators; one designated by each
    party and the third in accordance with the Rules of the
    American Arbitration Association.  Any such arbitration
    shall be conducted in New York, New York, unless the parties
    mutually agree to another location.  The arbitrators shall
    be qualified by education, training or experience as may be
    appropriate according to the nature of the claim, dispute or
    other matter in question.  The foregoing agreement to
    arbitrate and any other agreement to arbitrate shall be
    specifically enforceable under the prevailing arbitration
    law.  The award rendered by the arbitrators shall be final,
    and judgment may be entered upon it in accordance with
    applicable law in any court having jurisdiction thereof.  To
    the extent permitted by law, by agreeing to engage in the
    arbitration provided for in this Section, the parties waive
    their right to appeal any decision made by the arbitrators. 
    The demand for arbitration shall be made within a reasonable
    time after the claim, dispute or other matter in question
    has arisen; and in no event shall it be made after the date
    when institution of legal or equitable proceedings based on
    such claim, dispute or other matter in question would be
    barred by the applicable statute of limitations.  All costs
    and expenses (including reasonable attorneys' fees and
    costs) in connection with any such arbitration shall be
    borne in the manner which the arbitrators making the
    determination shall direct.  Notwithstanding the provisions
    of this Section, either party may seek appropriate
    injunctive relief for any threatened breach.
    
          15.16Saving Clause.  Any requirements imposed
    under applicable law, including but not limited to, the
    provisions of the Act, as in effect from time to time,
    shall, where inconsistent with any provision of this
    Agreement, be controlling and shall govern the rights among
    the parties hereto, but such inconsistent provisions of law
    are hereby waived to the maximum extent permitted by such
    law.  Any such provisions under applicable law or regulation
    which supersede or invalidate any provision hereof shall not
    affect the validity of this Agreement, and the remaining
    provisions shall be enforced as if the invalid provision or
      provisions were deleted.<PAGE>


       IN WITNESS WHEREOF, the parties hereto have executed
    this Agreement effective as of the day and year first above
    written.
    
    THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION
    THAT IS BINDING UPON THE PARTIES
    
         GENERAL PARTNER:
    
              PMC MANAGEMENT, INC., a Georgia
              close corporation
    
    
         By:                                                     
         Name:                                                   
         Its:                                                    
    
            LIMITED PARTNERS:
       
    
         PLANET HOLLYWOOD (THEATRES), INC.,
         a Florida corporation
    
    
         By:                                                     
         Name:                                                   
         Its:                                                    
    
    
    
    
         AMCPH HOLDINGS, INC.
         a Missouri corporation
    
    
         By:                                                     
         Name:                                                   
         Its:                                                    
    
      <PAGE>
  
    
    
    
    
    
    
    
    
    
    LIMITED PARTNERSHIP AGREEMENT
    
    of 
    
    PLANET MOVIES COMPANY, L.P.
    
    
    Dated October 17, 1997
    
    
    
    
      <PAGE>
                        TABLE OF CONTENTS
    
    
    
    SECTION ONE
         FORMATION, NAME, PRINCIPAL OFFICE, TERM,
         PURPOSE, TITLE TO PROPERTY, QUALIFICATION
         . . . . . . . . . . . . . . . . . . . . . . . . . . .1
              1.1  Formation.. . . . . . . . . . . . . . . . . .1
              1.2  Name and Mailing Address. . . . . . . . . . .1
              1.3  Principal and Other Offices; Registered Of
              fice.. . . . . . . . . . . . . . . . . . . . . .1
              1.4  Term. . . . . . . . . . . . . . . . . . . . .2
              1.5  Agent for Service of Process. . . . . . . . .2
              1.6  Purposes of the Partnership.. . . . . . . . .2
              1.7  Partners. . . . . . . . . . . . . . . . . . .2
              1.8  Qualification in Other Jurisdictions. . . . .3
              1.9  Title to Property.. . . . . . . . . . . . . .3
    
    SECTION TWO
         DEFINITIONS
         . . . . . . . . . . . . . . . . . . . . . . . . . . .3
    
    SECTION THREE
         CAPITAL CONTRIBUTIONS AND LOANS
         . . . . . . . . . . . . . . . . . . . . . . . . . . 10
              3.1  Initial Capital Contributions.. . . . . . . 10
              3.2  Additional Capital Contributions. . . . . . 10
              3.3  Election to Make Contribution Loan Upon De
              fault in Making of Additional Capital Contribu
              tions. . . . . . . . . . . . . . . . . . . . . 11
              3.4  Election to Receive Additional Units Upon
              Default in Making of Additional Capital Contribu
              tions. . . . . . . . . . . . . . . . . . . . . 12
              3.5  Effect of Change in Proportionate Unit Hold
              ings.. . . . . . . . . . . . . . . . . . . . . 12
              3.6  Other Matters Relating to Capital Contribu
              tions. . . . . . . . . . . . . . . . . . . . . 12
              3.7  Loans.. . . . . . . . . . . . . . . . . . . 13
    
    SECTION FOUR
         CAPITAL ACCOUNTS; RETURN OF CAPITAL
         . . . . . . . . . . . . . . . . . . . . . . . . . . 13
              4.1  Capital Accounts. . . . . . . . . . . . . . 13
              4.2  Return of Capital.. . . . . . . . . . . . . 13
    
    SECTION FIVE
         ALLOCATIONS OF PROFITS AND LOSSES
         . . . . . . . . . . . . . . . . . . . . . . . . . . 14
              5.1  Profits.  . . . . . . . . . . . . . . . . . 14
              5.2  Losses. . . . . . . . . . . . . . . . . . . 14
              5.3  Special Allocations.. . . . . . . . . . . . 15
              5.4  Curative Allocations. . . . . . . . . . . . 16
              5.5  Other Allocation and Accounting Rules.. . . 17
              5.6  Tax Allocations.. . . . . . . . . . . . . . 17
    
    SECTION SIX
         DISTRIBUTIONS
         . . . . . . . . . . . . . . . . . . . . . . . . . . 18
              6.1  Distributions of Cash.. . . . . . . . . . . 18
              6.2  Distributions in Kind.. . . . . . . . . . . 18
              6.3  Distribution in Cash Only.  . . . . . . . . 18
              6.4  Good Faith Distribution by General Partner. 18
    
    SECTION SEVEN
         RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER
         . . . . . . . . . . . . . . . . . . . . . . . . . . 19
              7.1  Powers of the General Partner.. . . . . . . 19
              7.2  Dealing with Partnership by General Partner.21
              7.3  Authority of General Partner. . . . . . . . 22
              7.4  Duties of the General Partner.. . . . . . . 22
              7.5  Removal of the General Partner. . . . . . . 23
              7.6  Liability and Indemnification of the General
              Partner. . . . . . . . . . . . . . . . . . . . 23
              7.7  Transferability of General Partner's Inter
              est. . . . . . . . . . . . . . . . . . . . . . 24
    
    SECTION EIGHT
         RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS
         . . . . . . . . . . . . . . . . . . . . . . . . . . 24
              8.1  Liability of Limited Partners.. . . . . . . 24
              8.2  Management of Business. . . . . . . . . . . 24
              8.3  Duty to Account for Profits.. . . . . . . . 24
              8.4  Rights of Limited Partners. . . . . . . . . 24
    
    SECTION NINE
         TRANSFER OF PARTNERSHIP INTERESTS
         . . . . . . . . . . . . . . . . . . . . . . . . . . 25
              9.1  Transfer of Interests.. . . . . . . . . . . 25
              9.2  Limitation Upon Transfer of Partnership In
              terests Therein. . . . . . . . . . . . . . . . 25
              9.3  Holders Who are not Limited Partners. . . . 26
              9.4  Treatment of Transferor.. . . . . . . . . . 26
              9.5  General Conditions on Disposition.. . . . . 27
              9.6  Survival of Liabilities.. . . . . . . . . . 27
              9.7  Withdrawal. . . . . . . . . . . . . . . . . 27
    
    SECTION TEN
         . . . . . . . . . . . . . . . . . . . . . . . . . . 27
              10.1 Dissolution.. . . . . . . . . . . . . . . . 27
              10.2 Wind-Up.. . . . . . . . . . . . . . . . . . 28
              10.3 Compliance With Regulations.. . . . . . . . 28
              10.4 No Obligation to Restore Deficit Capital
              Account Balance. . . . . . . . . . . . . . . . 28
              10.5 Temporary Retention of Liquidation Proceeds.29
              10.6 Distributions In Kind.. . . . . . . . . . . 29
              10.7 Control of Dissolution and Winding-up.. . . 29
              10.8 Deemed Distribution and Recontribution. . . 30
              10.9 Rights of Partners. . . . . . . . . . . . . 30
              10.10     Division of Venture Units. . . . . . . 30
    
    SECTION ELEVEN
         OTHER BUSINESS
         . . . . . . . . . . . . . . . . . . . . . . . . . . 31
    
    SECTION TWELVE
         POWER OF ATTORNEY
         . . . . . . . . . . . . . . . . . . . . . . . . . . 31
              12.1 Granting General Partner Power of Attorney. 31
              12.2 Power of Attorney.. . . . . . . . . . . . . 32
    
    SECTION THIRTEEN
         BOOKS OF ACCOUNT AND PARTNERSHIP RECORDS
         . . . . . . . . . . . . . . . . . . . . . . . . . . 32
              13.1 Books of Account. . . . . . . . . . . . . . 32
              13.2 Inspection. . . . . . . . . . . . . . . . . 32
              13.3 Bank Accounts.  . . . . . . . . . . . . . . 33
              13.4 Reports.. . . . . . . . . . . . . . . . . . 33
    
    SECTION FOURTEEN
         AMENDMENTS
         . . . . . . . . . . . . . . . . . . . . . . . . . . 33
              14.1 General Rule. . . . . . . . . . . . . . . . 33
              14.2 Unanimous Consent Requirement.. . . . . . . 34
    
    SECTION FIFTEEN
         GENERAL PROVISIONS
         . . . . . . . . . . . . . . . . . . . . . . . . . . 34
              15.1 Relationship. . . . . . . . . . . . . . . . 34
              15.2 Meetings of Partners. . . . . . . . . . . . 34
              15.3 Entire Agreement. . . . . . . . . . . . . . 34
              15.4 Binding Effect; No Assignment.. . . . . . . 34
              15.5 No Waiver.  . . . . . . . . . . . . . . . . 35
              15.6 Notices.. . . . . . . . . . . . . . . . . . 35
              15.7 Counterparts. . . . . . . . . . . . . . . . 35
              15.8 Headings. . . . . . . . . . . . . . . . . . 35
              15.9 Governing Law.. . . . . . . . . . . . . . . 35
              15.10     Further Assurances.. . . . . . . . . . 36
              15.11     Litigation.. . . . . . . . . . . . . . 36
              15.12     Litigation Among Partners. . . . . . . 36
              15.13     Remedies.. . . . . . . . . . . . . . . 36
              15.14     Representations and Warranties.. . . . 36
              15.15     Arbitration. . . . . . . . . . . . . . 37
              15.16     Saving Clause. . . . . . . . . . . . . 37