AGREEMENT  dated as of  December  9, 1997 by and among  Melvyn  Knigin,  an
individual  residing at 400 17th Street,  Norwood,  New Jersey 07648 ("Knigin"),
Saul Pomerantz,  an individual  residing at 515 East 79th Street,  Apt. 21F, New
York, New York 10021 ("Pomerantz"),  Thomas Rende, an individual residing at 432
China Road,  Sayville,  New York 11782  ("Rende"),  Gary W. Krat,  an individual
residing at 985 Fifth Avenue,  Apt. 2A, New York, New York 10021 ("Krat"),  Joel
M. Simon,  an individual  residing at 35 Midwood Cross,  Roslyn,  New York 11576
("Simon") on behalf of himself and the individuals  listed in Schedule 1 annexed
hereto  and made a part  hereof,  Jill  Salberg,  an  individual  residing  at 7
McClellan Place,  Chappaqua,  New York 10514 ("Salberg") and Movie Star, Inc., a
New York corporation  having an office at 136 Madison Avenue, New York, New York
10016 (the "Company")  (Knigin,  Pomerantz,  Rende, Krat, Simon, the individuals
listed  in  Schedule  1  and  Salberg  are  hereinafter  sometimes  referred  to
individually as an "Affiliate" and collectively as the "Affiliates").

                                    RECITALS

     A. Knigin and  Pomerantz  are  officers,  directors  and  employees  of the
Company,  Rende is an employee of the Company,  Krat and Simon are  directors of
the Company,  the  individuals  listed in Schedule 1 are  relatives of Simon and
Salberg is the wife of Michael A.  Salberg who is a member of the law firm which
acts as  general  counsel  to the  Company.  The  Affiliates  have  acquired  an
aggregate of $278,500 in principal amount (the "Affiliates'  Aggregate  Amount")
of the Company's 8%  Convertible  Senior Notes,  which are  convertible  into an
aggregate of 742,667 shares of the Company's  common stock , par value $.01 (the
"Notes").

     B. The Affiliates have agreed to certain limitations on their rights to (i)
sell the  Notes;  (ii)  convert  the Notes to common  stock;  and (iii) sell the
common stock after  conversion of the Notes,  all as hereinafter  more fully set
forth.


     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
made herein, the parties hereto agree as follows:



  

<PAGE>



     1.   The Affiliates, jointly and severally, agree that

          (a) they (i) will  not  sell all or any  portion  of the  Notes or the
     underlying  shares of common  stock in any manner other than as provided in
     this  Agreement;  and (ii) will  convert  all of the Notes  into  shares of
     common  stock on or before  midnight  Eastern  Time on March 31,  1999 (the
     "Mandatory Conversion Date"). Nothing herein shall, in any way, restrict or
     prohibit an Affiliate from  converting all or any portion of the Notes into
     shares of common stock at any time prior to the Mandatory  Conversion Date.
     The  shares of common  stock  into  which  the  Notes are  convertible  are
     hereinafter called, the "Underlying Shares";

          (b) If an  Affiliate  desires to sell all or any portion of the Notes,
     such  Affiliate  shall  first  offer  to  sell  such  Notes  to  the  other
     Affiliates, in the first instance, and any Notes not purchased by the other
     Affiliates  shall  be  offered  to the  Company.  The  offer  by a  selling
     Affiliate to the other  Affiliates and the Company shall be made in writing
     setting forth the aggregate principal amount of the Notes being offered and
     the  price at which  the  selling  Affiliate  wishes  to sell the  Notes (a
     "Transfer Notice"). Upon receipt of a Transfer Notice, the other Affiliates
     shall have the right to purchase the offered  Notes for the price set forth
     in the Transfer Notice in proportion to their  respective  ownership of the
     Affiliates'  Aggregate  Amount.  Any offered  Notes not purchased by one or
     more of the other  Affiliates may be purchased by the remaining  Affiliates
     and any offered  Notes not  purchased by the  remaining  Affiliates  may be
     purchased by the Company.  If the other  Affiliates  and the Company do not
     purchase all of the offered Notes, the selling  Affiliate shall continue to
     hold the  Notes  subject  to and in  accordance  with this  Agreement.  Any
     purchase of the offered Notes by the other  Affiliates or the Company shall
     be  completed  within ten  business  days after the receipt of the Transfer
     Notice.

     2. (a) During the period  commencing  on the date upon which any  Affiliate
converts  all or any portion of the Notes into shares of common stock and ending
at midnight on December 31, 1998,  Underlying  Shares may not be sold unless the
closing sale price of the Company's common stock in consolidated  trading on the
American  Stock  Exchange  is at least  $1.00 per  share for each of the  twenty
consecutive  trading  days  ending  not more than three days prior to giving the
"Sale  Notice" (as  hereinafter  defined) (a "1998  Trigger  Event").  If a 1998
Trigger Event occurs,  an Affiliate  may during  calendar year 1998,  subject to


                                        2

<PAGE>


Rule 144 if applicable,  sell up to an aggregate of 35% of the Underlying Shares
held by such  Affiliate  (the "1998  Maximum"),  from time to time in accordance
with the procedures set forth in Section 2(c) of this Agreement.

          (b)  Commencing on January 1, 1999, an Affiliate may from time to time
     during calendar year 1999,  subject to Rule 144 if applicable,  sell all or
     any portion of the Underlying  Shares held by such Affiliate,  provided the
     closing sale price of the Company's common stock in consolidated trading on
     the  American  Stock  Exchange  is at least $1.00 per share for each of the
     twenty  consecutive  trading  days ending not more than three days prior to
     giving the "Sale Notice" (as hereinafter  defined) (a "1999 Trigger Event")
     and such  Affiliate has complied with the  procedures  set forth in Section
     2(c) of this Agreement.

          (c) Provided a 1998 Trigger  Event or 1999 Trigger Event has occurred,
     an Affiliate shall, in each instance prior to selling any Underlying Shares
     on the open market, give the Company written notice of an intention to sell
     setting forth the aggregate number of Underlying Shares intended to be sold
     (a "Sale  Notice") and the Company shall have three business days following
     receipt of a Sale  Notice to purchase  not less than all of the  Underlying
     Shares  specified in the Sale Notice (the "Company  Purchase  Period") at a
     price equal to 90% of the closing sale price of the Company's  common stock
     in consolidated trading on the American Stock Exchange on the date the Sale
     Notice  is  received  (the  "Company  Purchase  Price").   If  the  Company
     determines to purchase the Underlying Shares from a selling Affiliate,  the
     Company shall, on or before the expiration of the Company  Purchase Period,
     deliver to the selling Affiliate a check for the full amount of the Company
     Purchase Price against receipt of the share certificates for the Underlying
     Shares  to be sold  duly  endorsed  in blank for  transfer  with  signature
     medallion  guaranteed.  If the  Company  does  not  exercise  its  right to
     purchase  the  Underlying  Shares or fails to deliver the Company  Purchase
     Price before the expiration of the Company Purchase  Period,  the Affiliate
     shall be free to sell the  Underlying  Shares on the open market;  provided
     that any such sales shall be made within ten business days after the end of
     the Company Purchase Period.

     3. Any  Underlying  Shares  remaining  unsold at the close of  business  in
December 31, 1999 may not be sold  thereafter  until the earlier to occur of the
date upon which (i) the selling Affiliate has obtained the express prior written
consent of the Company's Chairman of the Board:

                                                         3

<PAGE>



(ii) the  Company  has  completed  a  refinancing  of its  12.875%  Subordinated
Debentures and its 8% Senior Notes and 8% Senior  Convertible  Notes;  and (iii)
January 2, 2001. In addition to the foregoing, if any underwriter engaged by the
Company requires the Affiliates to agree to any other or further restrictions on
the sale of the Underlying  Shares than those set forth in this  Agreement,  the
Affiliates shall, promptly following the request from an underwriter, enter into
written agreements containing such other or further restrictions.

     4.  Upon the  expiration  of  ninety  days  after  the date  upon  which an
Affiliate  is no longer (i)  employed  by the  Company;  or (ii) deemed to be an
"affiliate"  of the Company as defined in Rule 144(a)(1)  promulgated  under the
Securities  Act of 1933, as amended,  the terms and conditions of this Agreement
shall not apply to any such Affiliate, the Notes or the Underlying Shares.

     5. To the extent the  provisions of Section 16 of the  Securities  Exchange
Act of 1934  are  applicable  to an  Affiliate,  all  such  Affiliates  shall be
required to comply with those provisions.

     6.  All of the  Affiliates  acknowledge  that  they are  familiar  with the
Company's written policies and procedures with respect to purchases and sales of
the Company's securities, all of the provisions of which are incorporated herein
by reference.  Each of the Affiliates  agrees to be bound by and comply with the
Company's  policies  and  procedures  in  connection  with  the  sale  or  other
disposition of the Notes and Underlying Shares.  Notwithstanding anything to the
contrary  herein,  no Affiliate may sell the Notes or  Underlying  Shares at any
time when such  Affiliate  has  knowledge  of  material  non-public  information
regarding the Company.

     7. This  Agreement  has been  entered into in, and shall be governed by and
construed in accordance with the internal laws of the State of New York.

     8. All of the terms and provisions of this Agreement  shall be binding upon
and  inure  to the  benefit  of the  parties  hereto  and  to  their  respective
successors and permitted  assigns.  This Agreement contains the entire agreement
among the parties with respect to the subject matter hereof and shall  supersede


                                        4

<PAGE>



all previous and contemporaneous  negotiations,  commitments and understandings,
whether  written or oral.  No waiver of or amendment to this  Agreement  will be
effective  unless  it is  signed  by the  party or  parties  sought  to be bound
thereby.


     IN WITNESS WHEREOF,  each of the parties hereto has executed,  or caused to
be executed, this Agreement, as of the day and year first above written.


MOVIE STAR, INC.


By:-----------------------------                  --------------------------
     Mark M. David, Chairman                         Melvyn Knigin



--------------------------------                  --------------------------
Saul Pomerantz                                    Thomas Rende



--------------------------------                  --------------------------
Gary W. Krat                                      Joel M. Simon



--------------------------------
Jill Salberg


                                        5



<PAGE>
                                   SCHEDULE 1



                  ERIC R. SIMON
                  BETH J. SIMON
                  DAVID S. SIMON
                  BARRIE BERMAN
<PAGE>