[SWIB Letterhead]




October 12, 2000

Board of Directors
c/o Stephen Cohen, General Counsel
Rainforest Cafe, Inc.
720 South Fifth Street
Hopkins, Minnesota 55343

Gentlemen:

     We have received your letter dated October 10,
2000 and have reviewed your concurrent press release
and have the following response:

  1.   Fiduciary Duty.  The State of Wisconsin Investment
       Board ("SWIB") believes that when a Board of Directors
       of a public company determines to sell the Company, the
       directors have an overriding duty to maximize
       shareholder value through an auction of the Company (or
       comparable mechanism).  In general, this process should
       be overseen by disinterested directors, particularly
       when management may receive compensation tied to the
       transaction.  Based on the publicly available
       information we have reviewed and our discussions with
       your chairman, Mr. Berman, we do not believe that the
       process used by your Board meets this standard.  Based
       on our independent research, the so-called
       "independent" directors of Rainforest Cafe, Inc.
       ("Rainforest") appear to have significant financial or
       other ties to Mr. Berman.  Moreover, the Board has
       approved substantial payments to management during the
       course of this Landry's offer that will not benefit all
       shareholders.  Accordingly, SWIB is highly skeptical of
       your statements that the Board takes its fiduciary
       duties seriously.  We continue to believe that the
       Landry's tender offer is flawed by the process used to
       approve and protect it and fails to maximize value for
       all the Company's shareholders.  Furthermore, we call
       on management and the Board to rescind these
       arrangements for management payments and share these
       amounts with all shareholders.

  2.   Amendment to Rights Agreement.  SWIB finds it
       curious that the Company adopted a rights plan
       immediately following defeat of the prior Landry's
       transaction.  SWIB has clearly stated its request that
       it be permitted to work collectively with other
       shareholders to facilitate a superior proposal, not
       just to "communicate" with them.  Since SWIB already
       beneficially owns approximately 14.6% of Rainforest's
       common stock, we are concerned that any substantive
       discussions or arrangements with other shareholders to
       take collective action could trigger the pill.  We find
       your statements on this issue to be disingenuous and of
       no practical value, particularly when your letter warns
       that it "should not be construed as a waiver or
       amendment of the Rights Agreement."  If you



       believe your pill does not preclude SWIB from pursuing
       collective arrangements with other shareholders, please
       confirm this to us promptly in writing.

  3.   Confidentiality Agreement.  We are reviewing the
       terms of the proposed Confidentiality Agreement and
       will get back to you shortly.

  4.   Extension of Tender Offer.  We believe that your
       refusal even to request an extension of the tender
       offer deadline from Landry's is further confirmation
       that the process you have used to date is not
       reasonably designed to maximize shareholder value.

     We continue to call on all members of the Board of
Directors to act in accordance with their fiduciary
duties to the Company and all its shareholders and
assure that shareholder value is maximized.

                          Very truly yours,

                          STATE OF WISCONSIN INVESTMENT BOARD

                          /s/ John F. Nelson

                          John F. Nelson
                          Investment Director



cc:  Keith Johnson-SWIB
     W. H. Levit, Jr.-Godfrey & Kahn, S.C.