Agreement - HOLLYWOOD MEDIA CORP - 11-15-2004 by HOLL-Agreements

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									Exhibit 10.4 AGREEMENT TO CONVERT DEBENTURE THIS AGREEMENT (this "AGREEMENT"), is made and entered into as of August 30, 2004, by and between Hollywood Media Corp., a Florida corporation (the "COMPANY"), and Leonardo, L.P. ("HOLDER"). WITNESSETH: WHEREAS, Holder is the registered holder of the Company's "6% Senior Convertible Debenture Due May 22, 2005" in the principal amount of $3,000,000 issued under Certificate No. 1, dated as of May 22, 2002 (the "DEBENTURE"), which Debenture by its terms is convertible into shares of common stock, par value $0.01, of the Company ("COMMON STOCK"). WHEREAS, the Debenture Certificate recites that as of the date of issuance of the Debenture to Holder the Debenture was convertible based on a Conversion Price of $3.46 per share, however, as a result of certain antidilution adjustments under the terms of the Debenture in connection with the Company's private placement in February 2004, the Conversion Price was reduced to $3.30 per share. WHEREAS, the parties hereto desire to agree to convert the Debenture upon the terms and agreements provided herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties, intending to be legally bound, hereby acknowledge, confirm and agree as follows: 1. Notwithstanding anything to the contrary in the Debenture, it is agreed that the Debenture shall automatically convert and be converted in full into shares of Common Stock, on the terms provided below, on and as of any one date to be selected by Holder (as evidenced by delivery of a Conversion Notice in the form attached hereto as Exhibit I) from among the days in the period commencing with the date hereof through December 31, 2004, provided, however, that if no such date is selected then such conversion shall automatically occur on and be effective as of 12:00 Noon (EST) on December 31, 2004 assuming that on such date the Company's Registration Statement on Form S-3 (SEC File No. 333-91090) registering the resale of the shares of Common Stock remains effective or that the shares are eligible for resale by Holder under SEC Rule 144(k) and the certificates issued without restrictive legend as to securities laws). Pursuant to such conversion, the full ($3,000,000) principal amount of the Debenture shall automatically be converted at a Conversion Price of $3.05 per share of Common Stock into an aggregate of 983,607 shares of Common Stock on and as of the specified conversion date (subject to Antidilution Adjustments applicable to the Debenture (under the terms of the Debenture) prior to the date of conversion, if any). Accrued and unpaid interest on the Debenture through and as of the conversion date shall be paid in Interest Shares as provided in Section 4(a) of the Debenture. The Debenture shall terminate and cease to be outstanding effective upon such conversion and the issuance of the 983,607 shares of Common Stock and the Interest Shares. 1

2. Promptly after the date of conversion under the foregoing section 1, Holder will deliver the original Debenture to the Company, and Holder will sign and deliver to the Company the conversion notice attached to this Agreement (if not previously done as contemplated in section 1 above). 3. Unless required by applicable law, no party hereto shall make any disclosure of this Agreement or any of the matters contained herein; it being agreed that either party may make such disclosure if such party determines in its good faith judgment that disclosure is required by law (and it being further contemplated that the Company may be required to disclose this agreement on Form 8-K or other SEC filings). 4. The Company represents and warrants that (i) the issuance of the Common Stock upon conversion of the

2. Promptly after the date of conversion under the foregoing section 1, Holder will deliver the original Debenture to the Company, and Holder will sign and deliver to the Company the conversion notice attached to this Agreement (if not previously done as contemplated in section 1 above). 3. Unless required by applicable law, no party hereto shall make any disclosure of this Agreement or any of the matters contained herein; it being agreed that either party may make such disclosure if such party determines in its good faith judgment that disclosure is required by law (and it being further contemplated that the Company may be required to disclose this agreement on Form 8-K or other SEC filings). 4. The Company represents and warrants that (i) the issuance of the Common Stock upon conversion of the Debenture has been duly authorized and no additional corporate or stockholder action is required for the approval thereof, (ii) no consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery by the Company of this Agreement, the Company's performance of its obligations hereunder and/or the amendment to the Debenture contemplated hereby and (iii) the shares of Common Stock to be issued upon conversion of the Debentures and the Interest Shares will be duly authorized, validly issued, fully paid and nonassessable. 5. Holder represents and warrants that no consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery by Holder of this Agreement, Holder's performance of its obligations hereunder and/or the amendment to the Debenture contemplated hereby. 6. This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of New York. This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to the subject matter hereof. IN WITNESS WHEREOF, the undersigned parties have executed this AGREEMENT TO CONVERT DEBENTURE as of the day and year first above written.
HOLLYWOOD MEDIA CORP. LEONARDO, L.P.

By: /s/ Mitchell Rubenstein ----------------------------Name: Mitchell Rubenstein Title: Chief Executive Officer

By: /s/ Joseph R. Wekselblatt --------------------------Name: Title: Leonardo, L.P. By Leonardo Capital Management Inc, General Partner

By Angelo, Gordon & Co., L.P. Director By Joseph R. Wekselblatt, C.F.O.

2 EXHIBIT I (To be Executed by Registered Holder in order to Convert Debenture) CONVERSION NOTICE FOR 6% SENIOR CONVERTIBLE DEBENTURE DUE MAY 22, 2005 The undersigned, LEONARDO, L.P., as Holder of the 6% Senior Convertible Debenture Due May 22, 2005 of HOLLYWOOD MEDIA CORP. (the "Company"), No. 1, in the outstanding principal amount of $3,000,000

EXHIBIT I (To be Executed by Registered Holder in order to Convert Debenture) CONVERSION NOTICE FOR 6% SENIOR CONVERTIBLE DEBENTURE DUE MAY 22, 2005 The undersigned, LEONARDO, L.P., as Holder of the 6% Senior Convertible Debenture Due May 22, 2005 of HOLLYWOOD MEDIA CORP. (the "Company"), No. 1, in the outstanding principal amount of $3,000,000 (the "Debenture"), hereby elects to convert ALL of the outstanding principal amount of the Debenture into shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company according to the conditions of the Debenture, as of the date written below. Date of Conversion: ________, 2004 Principal Amount of Debentures to be converted: $3,000,000 Tax ID Number (If applicable): 98-012-0439 Please confirm the following information: Conversion Price: $3.05 per Share Number of shares of Common Stock to be issued: 983,607 SHARES Is the Variable Price being relied on pursuant to Section 6(c) of the Debenture? (check one) YES ____ No _X_ Please issue the Common Stock into which the Debentures are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: DELIVERY INSTRUCTIONS: Leonardo, L.P. c/o Angelo Gordon, LP 245 Park Avenue New York, NY 10167 Attention: Gary Wolf Issue to: Leonardo, L.P Address: 245 Park Avenue New York, NY 10167 Telephone Number: (212) 692-2018 Facsimile Number: (212) 867-6449 Authorization (signature) : By (print name) : Title (for Holder):

Dated: _________, 2004 3

ACKNOWLEDGMENT HOLLYWOOD MEDIA CORP. (the "Company") hereby acknowledges this Conversion Notice by LEONARDO, L.P. and hereby directs American Stock Transfer & Trust Co. ("AST") to issue the above indicated 983,607 shares of Common Stock in accordance with the agreed Transfer Agent Instructions dated May 22, 2002 from the Company and acknowledged and agreed to by American Stock Transfer & Trust Co. In accordance with said Transfer Agent Instructions, the stock certificates for such shares may be issued without the restrictive legend therein if AST is provided with the requisite opinion of counsel (it being contemplated that the shares may be eligible for sale under Rule 144(k) thereby eliminating the need for such legend if provided in such opinion). HOLLYWOOD MEDIA CORP. By: Name: Title: Dated: __________, 2004 4

Exhibit 10.5 EXHIBIT I (To be Executed by Registered Holder in order to Convert Debenture) CONVERSION NOTICE FOR 6% SENIOR CONVERTIBLE DEBENTURE DUE MAY 22, 2005 The undersigned, LEONARDO, L.P., as Holder of the 6% Senior Convertible Debenture Due May 22, 2005 of HOLLYWOOD MEDIA CORP. (the "Company"), No. 1, in the outstanding principal amount of $3,000,000 (the "Debenture"), hereby elects to convert ALL of the outstanding principal amount of the Debenture into shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company according to the conditions of the Debenture, as of the date written below. Date of Conversion: September 28, 2004 Principal Amount of Debentures to be converted: $3,000,000 Tax ID Number (If applicable): 98-012-0439 Please confirm the following information: Conversion Price: $3.05 per Share Number of shares of Common Stock to be issued: 983,607 SHARES, plus $90,000 of interest payable in shares of Common Stock.

ACKNOWLEDGMENT HOLLYWOOD MEDIA CORP. (the "Company") hereby acknowledges this Conversion Notice by LEONARDO, L.P. and hereby directs American Stock Transfer & Trust Co. ("AST") to issue the above indicated 983,607 shares of Common Stock in accordance with the agreed Transfer Agent Instructions dated May 22, 2002 from the Company and acknowledged and agreed to by American Stock Transfer & Trust Co. In accordance with said Transfer Agent Instructions, the stock certificates for such shares may be issued without the restrictive legend therein if AST is provided with the requisite opinion of counsel (it being contemplated that the shares may be eligible for sale under Rule 144(k) thereby eliminating the need for such legend if provided in such opinion). HOLLYWOOD MEDIA CORP. By: Name: Title: Dated: __________, 2004 4

Exhibit 10.5 EXHIBIT I (To be Executed by Registered Holder in order to Convert Debenture) CONVERSION NOTICE FOR 6% SENIOR CONVERTIBLE DEBENTURE DUE MAY 22, 2005 The undersigned, LEONARDO, L.P., as Holder of the 6% Senior Convertible Debenture Due May 22, 2005 of HOLLYWOOD MEDIA CORP. (the "Company"), No. 1, in the outstanding principal amount of $3,000,000 (the "Debenture"), hereby elects to convert ALL of the outstanding principal amount of the Debenture into shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company according to the conditions of the Debenture, as of the date written below. Date of Conversion: September 28, 2004 Principal Amount of Debentures to be converted: $3,000,000 Tax ID Number (If applicable): 98-012-0439 Please confirm the following information: Conversion Price: $3.05 per Share Number of shares of Common Stock to be issued: 983,607 SHARES, plus $90,000 of interest payable in shares of Common Stock. Is the Variable Price being relied on pursuant to Section 6(c) of the Debenture? (Check one) YES [ ] NO [X]

Exhibit 10.5 EXHIBIT I (To be Executed by Registered Holder in order to Convert Debenture) CONVERSION NOTICE FOR 6% SENIOR CONVERTIBLE DEBENTURE DUE MAY 22, 2005 The undersigned, LEONARDO, L.P., as Holder of the 6% Senior Convertible Debenture Due May 22, 2005 of HOLLYWOOD MEDIA CORP. (the "Company"), No. 1, in the outstanding principal amount of $3,000,000 (the "Debenture"), hereby elects to convert ALL of the outstanding principal amount of the Debenture into shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company according to the conditions of the Debenture, as of the date written below. Date of Conversion: September 28, 2004 Principal Amount of Debentures to be converted: $3,000,000 Tax ID Number (If applicable): 98-012-0439 Please confirm the following information: Conversion Price: $3.05 per Share Number of shares of Common Stock to be issued: 983,607 SHARES, plus $90,000 of interest payable in shares of Common Stock. Is the Variable Price being relied on pursuant to Section 6(c) of the Debenture? (Check one) YES [ ] NO [X] Please issue the Common Stock into which the Debentures are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: DELIVERY INSTRUCTIONS: Leonardo, L.P. c/o Angelo Gordon, LP 245 Park Avenue New York, NY 10167 Attention: Gary Wolf Issue to: Leonardo, L.P Address: 245 Park Avenue New York, NY 10167 Telephone Number: (212) 692-2018 Facsimile Number: (212) 867-6449
Authorization (signature): /s/ Michael L. Gordon --------------------By (print name): Michael L. Gordon

Title (for Holder): Authorized Signatory Dated: September 28, 2004

1

ACKNOWLEDGMENT HOLLYWOOD MEDIA CORP. (the "Company") hereby acknowledges this Conversion Notice by LEONARDO, L.P. and hereby directs American Stock Transfer & Trust Co. ("AST") to issue the above indicated 983,607 shares of Common Stock, plus 28,432 shares in payment of interest, in accordance with the agreed Transfer Agent Instructions dated May 22, 2002 from the Company and acknowledged and agreed to by American Stock Transfer & Trust Co. In accordance with said Transfer Agent Instructions, the stock certificates for such shares may be issued without the restrictive legend therein if AST is provided with the requisite opinion of counsel (it being contemplated that the shares may be eligible for sale under Rule 144(k) thereby eliminating the need for such legend if provided in such opinion). HOLLYWOOD MEDIA CORP.
By: /s/ Mitchell Rubenstein -------------------------Name: Mitchell Rubenstein Title: Chief Executive Officer Dated: September 28, 2004

2

Exhibit 10.6 AGREEMENT TO CONVERT DEBENTURE THIS AGREEMENT (this "AGREEMENT"), is made and entered into as of the 31st day of August, 2004, by and between Hollywood Media Corp., a Florida corporation (the "COMPANY"), and CD Investment Partners, Ltd. ("CD"). WITNESSETH: WHEREAS, CD is the registered holder of the Company's "6% Senior Convertible Debenture Due May 22, 2005" issued under Certificate No. 5, dated as of May 22, 2002 (the "DEBENTURE"), which Debenture by its terms is convertible into shares of common stock, par value $0.01, of the Company ("COMMON STOCK"). WHEREAS, the Debenture Certificate recites that as of the date of issuance of the Debenture to CD the Debenture was convertible based on a Conversion Price of $3.46 per share, however, as a result of certain antidilution adjustments under the terms of the Debenture in connection with the Company's private placement in February 2004, the Conversion Price was reduced to $3.30 per share. WHEREAS, the Debenture was originally purchased from the Company by and thereupon issued to, Carpe Diem Long Short Fund, LLC in May 2002, and the Debenture was subsequently assigned to CD as of March 1, 2003. WHEREAS, the parties hereto desire to agree to convert the Debenture upon the terms and agreements provided herein.

ACKNOWLEDGMENT HOLLYWOOD MEDIA CORP. (the "Company") hereby acknowledges this Conversion Notice by LEONARDO, L.P. and hereby directs American Stock Transfer & Trust Co. ("AST") to issue the above indicated 983,607 shares of Common Stock, plus 28,432 shares in payment of interest, in accordance with the agreed Transfer Agent Instructions dated May 22, 2002 from the Company and acknowledged and agreed to by American Stock Transfer & Trust Co. In accordance with said Transfer Agent Instructions, the stock certificates for such shares may be issued without the restrictive legend therein if AST is provided with the requisite opinion of counsel (it being contemplated that the shares may be eligible for sale under Rule 144(k) thereby eliminating the need for such legend if provided in such opinion). HOLLYWOOD MEDIA CORP.
By: /s/ Mitchell Rubenstein -------------------------Name: Mitchell Rubenstein Title: Chief Executive Officer Dated: September 28, 2004

2

Exhibit 10.6 AGREEMENT TO CONVERT DEBENTURE THIS AGREEMENT (this "AGREEMENT"), is made and entered into as of the 31st day of August, 2004, by and between Hollywood Media Corp., a Florida corporation (the "COMPANY"), and CD Investment Partners, Ltd. ("CD"). WITNESSETH: WHEREAS, CD is the registered holder of the Company's "6% Senior Convertible Debenture Due May 22, 2005" issued under Certificate No. 5, dated as of May 22, 2002 (the "DEBENTURE"), which Debenture by its terms is convertible into shares of common stock, par value $0.01, of the Company ("COMMON STOCK"). WHEREAS, the Debenture Certificate recites that as of the date of issuance of the Debenture to CD the Debenture was convertible based on a Conversion Price of $3.46 per share, however, as a result of certain antidilution adjustments under the terms of the Debenture in connection with the Company's private placement in February 2004, the Conversion Price was reduced to $3.30 per share. WHEREAS, the Debenture was originally purchased from the Company by and thereupon issued to, Carpe Diem Long Short Fund, LLC in May 2002, and the Debenture was subsequently assigned to CD as of March 1, 2003. WHEREAS, the parties hereto desire to agree to convert the Debenture upon the terms and agreements provided herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties, intending to be legally bound, hereby acknowledge, confirm and agree as follows: 1. Notwithstanding anything to the contrary in the Debenture, it is agreed that the Debenture shall automatically convert and be converted into shares of Common Stock, on the terms provided below, on and as of any date to be selected by CD (as evidenced by delivery of a Conversion Notice in the form attached hereto as Exhibit I) from the days commencing with the date hereof through September 30, 2004, provided, however, that if no such

Exhibit 10.6 AGREEMENT TO CONVERT DEBENTURE THIS AGREEMENT (this "AGREEMENT"), is made and entered into as of the 31st day of August, 2004, by and between Hollywood Media Corp., a Florida corporation (the "COMPANY"), and CD Investment Partners, Ltd. ("CD"). WITNESSETH: WHEREAS, CD is the registered holder of the Company's "6% Senior Convertible Debenture Due May 22, 2005" issued under Certificate No. 5, dated as of May 22, 2002 (the "DEBENTURE"), which Debenture by its terms is convertible into shares of common stock, par value $0.01, of the Company ("COMMON STOCK"). WHEREAS, the Debenture Certificate recites that as of the date of issuance of the Debenture to CD the Debenture was convertible based on a Conversion Price of $3.46 per share, however, as a result of certain antidilution adjustments under the terms of the Debenture in connection with the Company's private placement in February 2004, the Conversion Price was reduced to $3.30 per share. WHEREAS, the Debenture was originally purchased from the Company by and thereupon issued to, Carpe Diem Long Short Fund, LLC in May 2002, and the Debenture was subsequently assigned to CD as of March 1, 2003. WHEREAS, the parties hereto desire to agree to convert the Debenture upon the terms and agreements provided herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties, intending to be legally bound, hereby acknowledge, confirm and agree as follows: 1. Notwithstanding anything to the contrary in the Debenture, it is agreed that the Debenture shall automatically convert and be converted into shares of Common Stock, on the terms provided below, on and as of any date to be selected by CD (as evidenced by delivery of a Conversion Notice in the form attached hereto as Exhibit I) from the days commencing with the date hereof through September 30, 2004, provided, however, that if no such date is selected then such conversion shall be on and effective as of September 30, 2004. Pursuant to such conversion, the full ($200,000) principal amount of the Debenture shall automatically be converted at a Conversion Price of $3.05 per share of Common Stock into an aggregate of 65,574 shares of Common Stock. Accrued and unpaid interest on the Debenture shall be paid in Interest Shares as provided in Section 4(a) of the Debenture except that the number of Interest Shares shall be calculated using a price of $3.05 per share (it being understood and agreed that the number of Interest Shares shall be 1,005 if the Debenture is converted on September 30, 2004). The Debenture shall terminate and cease to be 1

outstanding effective upon such conversion. Certificates evidencing the shares of Common Stock issuable upon conversion of the Debenture and the Interest Shares shall be delivered to CD no later than three (3) trading days after CD's delivery of the Conversion Notice to the Company. 2. CD will deliver the original Debenture to the Company promptly after the date of conversion under the foregoing section 1, and CD will sign and deliver to the Company the conversion notice attached to this Agreement. 3. CD hereby confirms to the Company that (i) CD does not have any (and CD hereby releases any) claims under the terms of the Debenture (or its related registration rights agreement) arising out of or related to the Company's communications to CD, dated April 20, 2004, regarding its acquisition of Studio Systems, Inc. or the Company's consummation of the acquisition and (ii) CD's consent was not required for the consummation of such acquisition.

outstanding effective upon such conversion. Certificates evidencing the shares of Common Stock issuable upon conversion of the Debenture and the Interest Shares shall be delivered to CD no later than three (3) trading days after CD's delivery of the Conversion Notice to the Company. 2. CD will deliver the original Debenture to the Company promptly after the date of conversion under the foregoing section 1, and CD will sign and deliver to the Company the conversion notice attached to this Agreement. 3. CD hereby confirms to the Company that (i) CD does not have any (and CD hereby releases any) claims under the terms of the Debenture (or its related registration rights agreement) arising out of or related to the Company's communications to CD, dated April 20, 2004, regarding its acquisition of Studio Systems, Inc. or the Company's consummation of the acquisition and (ii) CD's consent was not required for the consummation of such acquisition. 4. No party hereto shall make any disclosure of this Agreement or any of the matters contained herein; it being agreed that either party shall be permitted to disclose this Agreement or any of the matters contained herein if such party determines in its good faith judgment that such disclosure is required by applicable law. 5. The Company represents and warrants that (i) the issuance of the Common Stock upon conversion of the Debenture has been duly authorized and no additional corporate or stockholder action is required for the approval thereof and (ii) no consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery by the Company of this Agreement, the Company's performance of its obligations hereunder and/or the amendment to the Debenture contemplated hereby. 6. CD represents and warrants that no consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery by CD of this Agreement or CD's performance of its obligations hereunder. 7. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one instrument. 8. This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of New York. This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to the subject matter hereof. [signature page follows] 2

IN WITNESS WHEREOF, the undersigned parties have executed this AGREEMENT TO CONVERT DEBENTURE as of the day and year first above written.
HOLLYWOOD MEDIA CORP. CD INVESTMENT PARTNERS, LTD. By: CD Capital Management LLC Its: Investment Manager

/s/ Mitchell Rubenstein ----------------------Name: Mitchell Rubenstein Title: Chief Executive Officer

By:

By:

/s/ John Ziegelman ------------------

Name: John Ziegelman Title: President 3

IN WITNESS WHEREOF, the undersigned parties have executed this AGREEMENT TO CONVERT DEBENTURE as of the day and year first above written.
HOLLYWOOD MEDIA CORP. CD INVESTMENT PARTNERS, LTD. By: CD Capital Management LLC Its: Investment Manager

By:

/s/ Mitchell Rubenstein ----------------------Name: Mitchell Rubenstein Title: Chief Executive Officer

By:

/s/ John Ziegelman ------------------

Name: John Ziegelman Title: President 3 EXHIBIT I (To be Executed by Registered Holder in order to Convert Debenture) CONVERSION NOTICE FOR 6% SENIOR CONVERTIBLE DEBENTURE DUE MAY 22, 2005 The undersigned, CD INVESTMENT PARTNERS, LTD., as Holder of the 6% Senior Convertible Debenture Due May 22, 2005 of HOLLYWOOD MEDIA CORP. (the "Company"), No. 5, in the outstanding principal amount of $200,000 (the "Debenture"), hereby elects to convert ALL of the outstanding principal amount of the Debenture into shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company according to the conditions of the Debenture, as of the date written below. Date of Conversion: ________, 2004 Principal Amount of Debentures to be converted: $200,000 Tax ID Number (If applicable): 01-0758615 Please confirm the following information: Conversion Price: $3.05 per Share Number of shares of Common Stock to be issued: 65,574 SHARES Is the Variable Price being relied on pursuant to Section 6(c) of the Debenture? (check one) YES ____ No _X_ Please issue the Common Stock into which the Debentures are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: Issue to: CD Investment Partners, Ltd. Address: 2 North Riverside Plaza, Suite 600 Chicago, Illinois 60606 Attn: John Ziegelman, President

EXHIBIT I (To be Executed by Registered Holder in order to Convert Debenture) CONVERSION NOTICE FOR 6% SENIOR CONVERTIBLE DEBENTURE DUE MAY 22, 2005 The undersigned, CD INVESTMENT PARTNERS, LTD., as Holder of the 6% Senior Convertible Debenture Due May 22, 2005 of HOLLYWOOD MEDIA CORP. (the "Company"), No. 5, in the outstanding principal amount of $200,000 (the "Debenture"), hereby elects to convert ALL of the outstanding principal amount of the Debenture into shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company according to the conditions of the Debenture, as of the date written below. Date of Conversion: ________, 2004 Principal Amount of Debentures to be converted: $200,000 Tax ID Number (If applicable): 01-0758615 Please confirm the following information: Conversion Price: $3.05 per Share Number of shares of Common Stock to be issued: 65,574 SHARES Is the Variable Price being relied on pursuant to Section 6(c) of the Debenture? (check one) YES ____ No _X_ Please issue the Common Stock into which the Debentures are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: Issue to: CD Investment Partners, Ltd. Address: 2 North Riverside Plaza, Suite 600 Chicago, Illinois 60606 Attn: John Ziegelman, President Telephone Number: (312) 466-3226 Facsimile Number: (312) 559-1288 Authorization (signature) : By (print name) : Title (for Holder): Dated: _________, 2004 4

ACKNOWLEDGMENT HOLLYWOOD MEDIA CORP. (the "Company") hereby acknowledges this Conversion Notice by CD

ACKNOWLEDGMENT HOLLYWOOD MEDIA CORP. (the "Company") hereby acknowledges this Conversion Notice by CD INVESTMENT PARTNERS, LTD. and hereby directs American Stock Transfer & Trust Co. ("AST") to issue the above indicated 65,574 shares of Common Stock in accordance with the agreed Transfer Agent Instructions dated May 22, 2002 from the Company and acknowledged and agreed to by American Stock Transfer & Trust Co. In accordance with said Transfer Agent Instructions, the stock certificates for such shares may be issued without the restrictive legend therein if AST is provided with the requisite opinion of counsel (it being contemplated that the shares may be eligible for sale under Rule 144(k) thereby eliminating the need for such legend if provided in such opinion). HOLLYWOOD MEDIA CORP. By: Name: Title: Dated: _______, 2004 5

Exhibit 10.7 EXHIBIT I (To be Executed by Registered Holder in order to Convert Debenture) CONVERSION NOTICE FOR 6% SENIOR CONVERTIBLE DEBENTURE DUE MAY 22, 2005 The undersigned, CD INVESTMENT PARTNERS, LTD., as Holder of the 6% Senior Convertible Debenture Due May 22, 2005 of HOLLYWOOD MEDIA CORP. (the "Company"), No. 5, in the outstanding principal amount of $200,000 (the "Debenture"), hereby elects to convert ALL of the outstanding principal amount of the Debenture into shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company according to the conditions of the Debenture, as of the date written below. Date of Conversion: September 30, 2004 Principal Amount of Debentures to be converted: $200,000 Tax ID Number (If applicable): 01-0758615 Please confirm the following information: Conversion Price: $3.05 per Share Number of shares of Common Stock to be issued: 65,574 SHARES, plus 1005 Interest Shares for total shares on conversion of 66,579 Is the Variable Price being relied on pursuant to Section 6(c) of the Debenture? (check one) YES [ ] NO [X]

Exhibit 10.7 EXHIBIT I (To be Executed by Registered Holder in order to Convert Debenture) CONVERSION NOTICE FOR 6% SENIOR CONVERTIBLE DEBENTURE DUE MAY 22, 2005 The undersigned, CD INVESTMENT PARTNERS, LTD., as Holder of the 6% Senior Convertible Debenture Due May 22, 2005 of HOLLYWOOD MEDIA CORP. (the "Company"), No. 5, in the outstanding principal amount of $200,000 (the "Debenture"), hereby elects to convert ALL of the outstanding principal amount of the Debenture into shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company according to the conditions of the Debenture, as of the date written below. Date of Conversion: September 30, 2004 Principal Amount of Debentures to be converted: $200,000 Tax ID Number (If applicable): 01-0758615 Please confirm the following information: Conversion Price: $3.05 per Share Number of shares of Common Stock to be issued: 65,574 SHARES, plus 1005 Interest Shares for total shares on conversion of 66,579 Is the Variable Price being relied on pursuant to Section 6(c) of the Debenture? (check one) YES [ ] NO [X] Please issue the Common Stock into which the Debentures are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: Issue to: CD Investment Partners, Ltd. Address: 2 North Riverside Plaza, Suite 600 Chicago, Illinois 60606 Attn: John Ziegelman, President Telephone Number: (312) 466-3226 Facsimile Number: (312) 559-1288
Authorization (signature): /s/ John Ziegelman -----------------By (print name): John Ziegelman --------------

Title (for Holder): Dated: Sept 30, 2004 1

1

ACKNOWLEDGMENT HOLLYWOOD MEDIA CORP. (the "Company") hereby acknowledges this Conversion Notice by CD INVESTMENT PARTNERS, LTD. and hereby directs American Stock Transfer & Trust Co. ("AST") to issue the above indicated 66,579 shares of Common Stock in accordance with the agreed Transfer Agent Instructions dated May 22, 2002 from the Company and acknowledged and agreed to by American Stock Transfer & Trust Co. In accordance with said Transfer Agent Instructions, the stock certificates for such shares may be issued without the restrictive legend therein if AST is provided with the requisite opinion of counsel (it being contemplated that the shares may be eligible for sale under Rule 144(k) thereby eliminating the need for such legend if provided in such opinion). HOLLYWOOD MEDIA CORP.
By: /s/ Mitchell Rubenstein -------------------------Name: Mitchell Rubenstein Title: Chief Executive Officer

Dated:

September 30, 2004

2

Exhibit 10.8 EXHIBIT I (To be Executed by Registered Holder in order to Convert Debenture) CONVERSION NOTICE FOR 6% SENIOR CONVERTIBLE DEBENTURE DUE MAY 22, 2005 The undersigned, FEDERATED KAUFFMANN FUND, as Holder of the 6% Senior Convertible Debenture Due May 22, 2005 of HOLLYWOOD MEDIA CORP. (the "Company"), No. 3, in the outstanding principal amount of $1,000,000 (the "Debenture"), hereby elects to convert ALL of the outstanding principal amount of the Debenture into shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company according to the conditions of the Debenture, as of the date written below. Date of Conversion: August 20, 2004 Principal Amount of Debentures to be converted: $1,000,000 Tax ID Number (If applicable): 13-2605091 Please confirm the following information: Conversion Price: $3.05 per Share Number of shares of Common Stock to be issued: 327,869 SHARES

ACKNOWLEDGMENT HOLLYWOOD MEDIA CORP. (the "Company") hereby acknowledges this Conversion Notice by CD INVESTMENT PARTNERS, LTD. and hereby directs American Stock Transfer & Trust Co. ("AST") to issue the above indicated 66,579 shares of Common Stock in accordance with the agreed Transfer Agent Instructions dated May 22, 2002 from the Company and acknowledged and agreed to by American Stock Transfer & Trust Co. In accordance with said Transfer Agent Instructions, the stock certificates for such shares may be issued without the restrictive legend therein if AST is provided with the requisite opinion of counsel (it being contemplated that the shares may be eligible for sale under Rule 144(k) thereby eliminating the need for such legend if provided in such opinion). HOLLYWOOD MEDIA CORP.
By: /s/ Mitchell Rubenstein -------------------------Name: Mitchell Rubenstein Title: Chief Executive Officer

Dated:

September 30, 2004

2

Exhibit 10.8 EXHIBIT I (To be Executed by Registered Holder in order to Convert Debenture) CONVERSION NOTICE FOR 6% SENIOR CONVERTIBLE DEBENTURE DUE MAY 22, 2005 The undersigned, FEDERATED KAUFFMANN FUND, as Holder of the 6% Senior Convertible Debenture Due May 22, 2005 of HOLLYWOOD MEDIA CORP. (the "Company"), No. 3, in the outstanding principal amount of $1,000,000 (the "Debenture"), hereby elects to convert ALL of the outstanding principal amount of the Debenture into shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company according to the conditions of the Debenture, as of the date written below. Date of Conversion: August 20, 2004 Principal Amount of Debentures to be converted: $1,000,000 Tax ID Number (If applicable): 13-2605091 Please confirm the following information: Conversion Price: $3.05 per Share Number of shares of Common Stock to be issued: 327,869 SHARES Is the Variable Price being relied on pursuant to Section 6(c) of the Debenture?

Exhibit 10.8 EXHIBIT I (To be Executed by Registered Holder in order to Convert Debenture) CONVERSION NOTICE FOR 6% SENIOR CONVERTIBLE DEBENTURE DUE MAY 22, 2005 The undersigned, FEDERATED KAUFFMANN FUND, as Holder of the 6% Senior Convertible Debenture Due May 22, 2005 of HOLLYWOOD MEDIA CORP. (the "Company"), No. 3, in the outstanding principal amount of $1,000,000 (the "Debenture"), hereby elects to convert ALL of the outstanding principal amount of the Debenture into shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company according to the conditions of the Debenture, as of the date written below. Date of Conversion: August 20, 2004 Principal Amount of Debentures to be converted: $1,000,000 Tax ID Number (If applicable): 13-2605091 Please confirm the following information: Conversion Price: $3.05 per Share Number of shares of Common Stock to be issued: 327,869 SHARES Is the Variable Price being relied on pursuant to Section 6(c) of the Debenture? (check one) YES [ ] NO [X] Please issue the Common Stock into which the Debentures are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: Issue to: Federated Kaufmann Fund, a portfolio of Federated Equity Funds Address: 140 East 45th Street, 43rd Floor New York, NY 10017 Attn: Judith Reardon Telephone Number: (212) 922-2999 Facsimile Number: (212) 661-2266 Account Number (if electronic book entry transfer): 997 Transaction Code Number (if electronic book entry transfer): (to be supplied directly to Transfer Agent)
Authorization (SIGNATURE): /s/ Hans P. Utsch ----------------------------------------By (PRINT NAME): Hans P. Utsch --------------------------------------------------Title (for Holder): VP, Portfolio Manager Dated: August 19, 2004

ACKNOWLEDGMENT HOLLYWOOD MEDIA CORP. (the "Company") hereby acknowledges this Conversion Notice by FEDERATED KAUFFMANN FUND and hereby directs American Stock Transfer & Trust Co. to issue the above indicated 327,869 shares of Common Stock in accordance with the agreed Transfer Agent Instructions dated May 22, 2002 from the Company and acknowledged and agreed to by American Stock Transfer & Trust Co. In accordance with said Transfer Agent Instructions, the stock certificates for such shares may be issued without the restrictive legend therein if AST is provided with the requisite opinion of counsel (it being contemplated that the shares may be eligible for sale under Rule 144(k) thereby eliminating the need for such legend if provided in such opinion). HOLLYWOOD MEDIA CORP.
By: /s/ Mitchell Rubenstein -------------------------Name: Mitchell Rubenstein Title: Chief Executive Officer Dated: August 20, 2004

Exhibit 10.9 EXHIBIT I (To be Executed by Registered Holder in order to Convert Debenture) CONVERSION NOTICE FOR 6% SENIOR CONVERTIBLE DEBENTURE DUE MAY 22, 2005 The undersigned, MITCHELL RUBENSTEIN AND LAURIE SILVERS as joint tenants by the entirety, as Holder of the 6% Senior Convertible Debenture Due May 22, 2005 of HOLLYWOOD MEDIA CORP. (the "Company"), No. 4, in the outstanding principal amount of $500,000 (the "Debenture"), hereby elects to convert ALL of the outstanding principal amount of the Debenture into shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company according to the conditions of the Debenture, as of the date written below. Date of Conversion: August 20, 2004 Principal Amount of Debentures to be converted: $500,000 Tax ID Number (If applicable): on file Please confirm the following information: Conversion Price: $3.05 per Share Number of shares of Common Stock to be issued: 163,935 SHARES

ACKNOWLEDGMENT HOLLYWOOD MEDIA CORP. (the "Company") hereby acknowledges this Conversion Notice by FEDERATED KAUFFMANN FUND and hereby directs American Stock Transfer & Trust Co. to issue the above indicated 327,869 shares of Common Stock in accordance with the agreed Transfer Agent Instructions dated May 22, 2002 from the Company and acknowledged and agreed to by American Stock Transfer & Trust Co. In accordance with said Transfer Agent Instructions, the stock certificates for such shares may be issued without the restrictive legend therein if AST is provided with the requisite opinion of counsel (it being contemplated that the shares may be eligible for sale under Rule 144(k) thereby eliminating the need for such legend if provided in such opinion). HOLLYWOOD MEDIA CORP.
By: /s/ Mitchell Rubenstein -------------------------Name: Mitchell Rubenstein Title: Chief Executive Officer Dated: August 20, 2004

Exhibit 10.9 EXHIBIT I (To be Executed by Registered Holder in order to Convert Debenture) CONVERSION NOTICE FOR 6% SENIOR CONVERTIBLE DEBENTURE DUE MAY 22, 2005 The undersigned, MITCHELL RUBENSTEIN AND LAURIE SILVERS as joint tenants by the entirety, as Holder of the 6% Senior Convertible Debenture Due May 22, 2005 of HOLLYWOOD MEDIA CORP. (the "Company"), No. 4, in the outstanding principal amount of $500,000 (the "Debenture"), hereby elects to convert ALL of the outstanding principal amount of the Debenture into shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company according to the conditions of the Debenture, as of the date written below. Date of Conversion: August 20, 2004 Principal Amount of Debentures to be converted: $500,000 Tax ID Number (If applicable): on file Please confirm the following information: Conversion Price: $3.05 per Share Number of shares of Common Stock to be issued: 163,935 SHARES Is the Variable Price being relied on pursuant to Section 6(c) of the Debenture? (check one) YES ____ No _X_

Exhibit 10.9 EXHIBIT I (To be Executed by Registered Holder in order to Convert Debenture) CONVERSION NOTICE FOR 6% SENIOR CONVERTIBLE DEBENTURE DUE MAY 22, 2005 The undersigned, MITCHELL RUBENSTEIN AND LAURIE SILVERS as joint tenants by the entirety, as Holder of the 6% Senior Convertible Debenture Due May 22, 2005 of HOLLYWOOD MEDIA CORP. (the "Company"), No. 4, in the outstanding principal amount of $500,000 (the "Debenture"), hereby elects to convert ALL of the outstanding principal amount of the Debenture into shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company according to the conditions of the Debenture, as of the date written below. Date of Conversion: August 20, 2004 Principal Amount of Debentures to be converted: $500,000 Tax ID Number (If applicable): on file Please confirm the following information: Conversion Price: $3.05 per Share Number of shares of Common Stock to be issued: 163,935 SHARES Is the Variable Price being relied on pursuant to Section 6(c) of the Debenture? (check one) YES ____ No _X_ Please issue the Common Stock into which the Debentures are being converted and, if applicable, any check drawn on an account of the Company in the following name and to the following address: Issue to: Mitchell Rubenstein and Laurie Silvers as joint tenants by the entirety Address: home address - on file Telephone Number: Facsimile Number:
Authorization (SIGNATURE) : /s/ Mitchell Rubenstein ---------------------------------------------------By (PRINT NAME) : Mitchell Rubenstein ---------Authorization (SIGNATURE) : /s/ Laurie Silvers ---------------------------------------------------By (PRINT NAME) : Laurie Silvers ---------Dated: August 20, 2004

ACKNOWLEDGMENT HOLLYWOOD MEDIA CORP. (the "Company") hereby acknowledges this Conversion Notice by MITCHELL RUBENSTEIN AND LAURIE SILVERS as joint tenants by the entirety and hereby directs American Stock Transfer & Trust Co. to issue the above indicated 163,935 shares of Common Stock in accordance with the attached Conversion Notice and further instructions to be sent by the Company's legal counsel including directions as to restrictive legends due to registration requirements and exemptions under securities laws if applicable. In accordance with said Instructions, the stock certificates for such shares may be issued. HOLLYWOOD MEDIA CORP.
/s/ Mitchell Rubenstein -----------------------------Name: Mitchell Rubenstein Title: Chief Executive Officer Dated: August 20, 2004 By:

Exhibit 10.10 HOLLYWOOD MEDIA CORP. April 2, 2003 Scott Gomez 12570 SW 151 Street, Unit #128 Miami, Fl 33186 Dear Scott: We are pleased to extend to you an offer of employment with Hollywood Media Corp. as Vice President Accounting and Finance reporting to the Chief Executive Officer. This offer is contingent upon successful completion of a background investigation. Enclosed please find a Background Check Release Authorization form. Please complete this form and fax it to the attention of Chris Muise at (561) 998-2974. Assuming favorable results for the above, we would like you to commence employment on April 21, 2003 under the following terms: A. SALARY Your starting salary will be four thousand three hundred twenty-six dollars and ninety-two cents ($4,326.92) per bi-weekly pay period, (one hundred twelve thousand five hundred dollars ($112,500) annually). Following successful completion of twelve (12) months of full-time employment, your salary will be changed to four thousand eight hundred seven dollars and sixty-nine cents ($4,807.69) per bi-weekly pay period (one hundred twenty-five thousand dollars ($125,000) annually). B. STOCK OPTIONS On the date your employment commences, you will be granted options to purchase 20,000 shares (the "Options") of Hollywood Media Corp. Common Stock. The options will have an exercise price equal to the closing sale price of the Common Stock on the NASDAQ Market on the trading day immediately preceding the employment commencement date. The options will vest twenty-five percent (25%) per year over four (4) years

ACKNOWLEDGMENT HOLLYWOOD MEDIA CORP. (the "Company") hereby acknowledges this Conversion Notice by MITCHELL RUBENSTEIN AND LAURIE SILVERS as joint tenants by the entirety and hereby directs American Stock Transfer & Trust Co. to issue the above indicated 163,935 shares of Common Stock in accordance with the attached Conversion Notice and further instructions to be sent by the Company's legal counsel including directions as to restrictive legends due to registration requirements and exemptions under securities laws if applicable. In accordance with said Instructions, the stock certificates for such shares may be issued. HOLLYWOOD MEDIA CORP.
/s/ Mitchell Rubenstein -----------------------------Name: Mitchell Rubenstein Title: Chief Executive Officer Dated: August 20, 2004 By:

Exhibit 10.10 HOLLYWOOD MEDIA CORP. April 2, 2003 Scott Gomez 12570 SW 151 Street, Unit #128 Miami, Fl 33186 Dear Scott: We are pleased to extend to you an offer of employment with Hollywood Media Corp. as Vice President Accounting and Finance reporting to the Chief Executive Officer. This offer is contingent upon successful completion of a background investigation. Enclosed please find a Background Check Release Authorization form. Please complete this form and fax it to the attention of Chris Muise at (561) 998-2974. Assuming favorable results for the above, we would like you to commence employment on April 21, 2003 under the following terms: A. SALARY Your starting salary will be four thousand three hundred twenty-six dollars and ninety-two cents ($4,326.92) per bi-weekly pay period, (one hundred twelve thousand five hundred dollars ($112,500) annually). Following successful completion of twelve (12) months of full-time employment, your salary will be changed to four thousand eight hundred seven dollars and sixty-nine cents ($4,807.69) per bi-weekly pay period (one hundred twenty-five thousand dollars ($125,000) annually). B. STOCK OPTIONS On the date your employment commences, you will be granted options to purchase 20,000 shares (the "Options") of Hollywood Media Corp. Common Stock. The options will have an exercise price equal to the closing sale price of the Common Stock on the NASDAQ Market on the trading day immediately preceding the employment commencement date. The options will vest twenty-five percent (25%) per year over four (4) years (subject to your remaining an active employee of Hollywood Media Corp. at each vesting date) and will have a five (5) year term from the date of grant. The Options shall be granted under (and therefore subject to all terms

Exhibit 10.10 HOLLYWOOD MEDIA CORP. April 2, 2003 Scott Gomez 12570 SW 151 Street, Unit #128 Miami, Fl 33186 Dear Scott: We are pleased to extend to you an offer of employment with Hollywood Media Corp. as Vice President Accounting and Finance reporting to the Chief Executive Officer. This offer is contingent upon successful completion of a background investigation. Enclosed please find a Background Check Release Authorization form. Please complete this form and fax it to the attention of Chris Muise at (561) 998-2974. Assuming favorable results for the above, we would like you to commence employment on April 21, 2003 under the following terms: A. SALARY Your starting salary will be four thousand three hundred twenty-six dollars and ninety-two cents ($4,326.92) per bi-weekly pay period, (one hundred twelve thousand five hundred dollars ($112,500) annually). Following successful completion of twelve (12) months of full-time employment, your salary will be changed to four thousand eight hundred seven dollars and sixty-nine cents ($4,807.69) per bi-weekly pay period (one hundred twenty-five thousand dollars ($125,000) annually). B. STOCK OPTIONS On the date your employment commences, you will be granted options to purchase 20,000 shares (the "Options") of Hollywood Media Corp. Common Stock. The options will have an exercise price equal to the closing sale price of the Common Stock on the NASDAQ Market on the trading day immediately preceding the employment commencement date. The options will vest twenty-five percent (25%) per year over four (4) years (subject to your remaining an active employee of Hollywood Media Corp. at each vesting date) and will have a five (5) year term from the date of grant. The Options shall be granted under (and therefore subject to all terms and conditions of) Hollywood Media Corp.'s applicable stock option plan and any amendments thereto, and any successor plan thereto and all rules and regulations of the Securities and Exchange Commission and NASDAQ applicable to stock option plans. C. TERMINATION If, at any time during the first two years following your commencement of employment with the Company, your employment is terminated by the Company without cause, the Company agrees to pay to you severance equal to the lesser of (a) twelve (12) months' salary at the salary rate then in effect, or (b) the salary due you for the remaining balance of the two (2) year employment term. This payment to be made in a lump-sum payment within sixty (60) days of the date of the termination.
Initial: /s/ SG --------------2255 Glades Road o Suite 219A o Boca Raton, Florida 33431-7383 Telephone 561.998.8000 o Fax 561.998.2974

The Company also reserves the right to terminate your employment and all Company obligations hereunder by

The Company also reserves the right to terminate your employment and all Company obligations hereunder by written notice to you, for cause. For purposes of this agreement, "cause" shall be defined as personal dishonesty, willful misconduct, intentional or continual failure to perform stated and material duties after reasonable notice and opportunity to cure any failure or default, a known breach of fiduciary duties where such breach is made known to you and you are given a reasonable opportunity to remedy or cure the breach, or if you commit any acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude against the Company. In the event the Company terminates this agreement for cause, or in the event, you leave employment with the Company on your own initiative, the Company shall no longer be obligated to make any further salary payments to you beginning on such date and you shall not be entitled to any severance payment as described hereunder. A. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without reference to conflicts of law rules, and without regard to its location of execution or performance. Jurisdiction and venue for any claim or cause of action arising under this Agreement shall be exclusively in the courts located in Palm Beach County, Florida. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT ACTION ARISING BETWEEN THE PARTIES, WHETHER UNDER THIS AGREEMENT OR OTHERWISE RELATED TO THIS AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR OTHERWISE. THE AGREEMENT OF EACH PARTY TO WAIVE ITS RIGHT TO A JURY TRIAL WILL BE BINDING ON ITS SUCCESSORS AND ASSIGNS. You will find information enclosed with this letter briefly explaining the Company's variety of benefits. More comprehensive information regarding these benefits is contained in the Employee Handbook that will be issued to you on your first day of employment. On your first day of employment please arrive at 9:00 a.m. for your "New Hire Orientation." You may park in any space that is not marked Reserved or Visitor. In compliance with the Immigration Reform and Control Act of 1986, the Company requires proof of identity and eligibility to work in the US within three (3) days of hire. We have included a list of these approved documents with this letter for your reference. Please bring with you either one (1) item from Column A OR one (1) item from Column B AND one item from Column C. Scott, on behalf of the management of Hollywood Media Corp., we look forward to having you on board as an integral part of our organization. Regards,
/s/ Lisa A. Beadle Lisa A. Beadle, PHR Director of Human Resources

Enclosures cc: HRD Files
Initial: /s/ SG ---------------

BENEFITS SUMMARY This summary briefly highlights each of these benefits plans. Nothing in this summary, however, should be read to create any contractual obligations beyond the rights and protections afforded in the formal legal documents that govern these plans. The Company reserves the right to modify or terminate any and all of its benefits plans,

BENEFITS SUMMARY This summary briefly highlights each of these benefits plans. Nothing in this summary, however, should be read to create any contractual obligations beyond the rights and protections afforded in the formal legal documents that govern these plans. The Company reserves the right to modify or terminate any and all of its benefits plans, policies, and arrangements at any time at its sole discretion. Medical, Dental, and Disability Benefits You will be eligible to participate in the Company's benefit plans on the first of the month following thirty (30) days of continuous employment. 401(k) Retirement Savings Plan You will be eligible to participate in the Company's 401(k) Retirement Savings Plan on the first of the month following one (1) year of continuous employment. Information regarding this plan will be made available to you prior to eligibility. Direct Deposit If you would like to participate in this benefit, please bring a voided check for direct deposit into a checking account. For direct deposit into a savings account please provide an account confirmation slip from your bank. You may choose to have your money deposited in up to three separate accounts. Paid Vacation After one (1) year of employment, you receive ten (10) days of paid vacation time per year. After five (5) years of employment, you receive fifteen (15) days of paid vacation time per year. Complete information regarding the vacation plan can be found in the Employee Handbook that will be issued to you on your first day of employment. Paid Sick Days After completing ninety (90) days of employment, you receive five (5) days of paid sick time per year. Paid Personal Days After completing ninety (90) days of employment, you receive three (3) days of paid personal time per year.
Initial: /s/ SG ---------------

Exhibit 10.11 AMENDMENT AGREEMENT FOR EMPLOYMENT AGREEMENT BETWEEN HOLLYWOOD MEDIA CORP. AND MITCHELL RUBENSTEIN AMENDMENT AGREEMENT (the "Agreement") dated November 15, 2004 and effective as of May 31, 2004 by and between HOLLYWOOD MEDIA CORP., a Florida corporation (the "Company") and MITCHELL RUBENSTEIN (the "Executive"). WITNESSETH:

Exhibit 10.11 AMENDMENT AGREEMENT FOR EMPLOYMENT AGREEMENT BETWEEN HOLLYWOOD MEDIA CORP. AND MITCHELL RUBENSTEIN AMENDMENT AGREEMENT (the "Agreement") dated November 15, 2004 and effective as of May 31, 2004 by and between HOLLYWOOD MEDIA CORP., a Florida corporation (the "Company") and MITCHELL RUBENSTEIN (the "Executive"). WITNESSETH: WHEREAS, the Executive has served as Chairman of the Board and Chief Executive Officer of the Company since its inception, and presently serves in this capacity pursuant to a written Employment Agreement with the Company entered into as of July 1, 1993, as amended by that certain Extension and Amendment Agreement entered into as of July 1, 1998 between the Company and the Executive, by that certain Extension and Amendment Agreement entered into as of July 1, 2003 (the "2003 Amendment") between the Company and the Executive, and by that certain Extension and Amendment Agreement entered into as of May 31, 2004 (the "2004 Amendment") between the Company and the Executive (collectively, the "Current Employment Agreement"); WHEREAS, the parties desire to enter into this Agreement to clarify certain matters regarding the vesting of the shares of restricted stock (the "Shares") granted to the Executive under Section 2 of the 2004 Amendment. WHEREAS, Section 2 of the 2004 Amendment currently provides, with respect to vesting of the Shares, that the Shares will vest over a period of four years at the rate of 6.25 percent per calendar quarter commencing with the first vesting on October 1, 2004, and the 2004 Amendment further states that "in the event that a "Change of Control" (as defined in the Current Employment Agreement, as amended) of the Company occurs prior to the end of such four-year period, or in the event that the Executive's employment ends at any time prior to the end of such four-year period other than for "Cause" (as defined in the Current Employment Agreement), said grant shall vest in full immediately." WHEREAS, with respect to vesting the parties desire to clarify (i) the events upon which Shares will vest, and (ii) the parties' respective rights and obligations with respect to any portion of the Shares that is not vested ("Unvested Shares"). NOW, THEREFORE, the parties, intending to be legally bound, agree as follows, and the Current Employment Agreement is hereby amended as follows, NUNC PRO TUNC, as if these terms were included in the 2004 Amendment: Unless otherwise expressly defined herein, all capitalized terms used herein shall have the meanings set forth in the Current Employment Agreement. 1. Limitation on Vesting in the Event of Termination by Executive unless With Good Reason. Notwithstanding anything to the contrary in Section 2 of the 2004 Amendment, in the event that the Executive's employment is voluntarily terminated by the Executive (and is not actually or constructively terminated by the Company) then the Executive's Unvested Shares at the time of such termination shall not vest by reason of such termination unless the Executive resigns from employment within 60 days after the

occurrence of "Good Reason" (as defined below), in which case all of the Unvested Shares shall become vested in full upon such resignation. Good Reason.

occurrence of "Good Reason" (as defined below), in which case all of the Unvested Shares shall become vested in full upon such resignation. Good Reason. For all purposes under this Agreement, "Good Reason" for resignation will exist upon the occurrence of any of the following: (i) any reduction in the Executive's Base Salary; (ii) any change made by the Company in the Executive's title or position with the Company such that he ceases to be the Chief Executive Officer of Hollywood Media Corp. (the parent company) or that materially reduces his authority from that which he currently holds as Chief Executive Officer and Chairman of the Board of the Company; or (iii) any other breach by the Company of its obligations under the Current Employment Agreement, as amended, that is not corrected within thirty (30) days following the Executive's written notice thereof to the Company. 2. Restrictions on Unvested Shares; Forfeit of Unvested Shares. (a) The Unvested Shares may not be sold, pledged or otherwise transferred until vested (it being agreed that any vested portion of the Shares is not subject to any restrictions in this Agreement). (b) Upon any termination of the Executive's employment with the Company, the Unvested Shares which are not vested as of the time of termination (excluding any Unvested Shares that vest as a result of the termination), shall be forfeited by the Executive, and the Executive shall transfer (and in any event shall be deemed to have transferred) all such forfeited shares back to the Company and such shares shall thereupon be cancelled and void and cease to be outstanding for all purposes. 3. Legend. All certificates representing any Unvested Shares subject to the provisions of this Agreement shall have endorsed thereon the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VESTING SCHEDULE SET FORTH IN THAT CERTAIN EXTENSION AND AMENDMENT AGREEMENT DATED AS OF MAY 31, 2004, AS AMENDED, BETWEEN THE COMPANY AND THE HOLDER, AND NO PORTION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED PRIOR TO VESTING AS PROVIDED IN SUCH AGREEMENT. 4. Changes in Stock. In the event that as a result of any stock dividend, stock split or other change in the Company's Common Stock, or any merger or sale of all or substantially all of the assets of other acquisition of the Company, the Executive shall in his capacity as owner of Unvested Shares (the "Prior Shares") be entitled to new or additional or different shares or securities, such new or additional or different shares or securities shall thereupon be considered to be Unvested Shares and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement. 5. Miscellaneous. (a) The Company shall not be required (i) to transfer on its books any shares of stock of the Company which have been (or purported to be) sold or transferred in violation of this Agreement, or (ii) to treat as owner of such shares any transferee (or purported transferee) of shares transferred (or purported to be transferred) in violation of this Agreement. 2

(b) Except with respect to any shares that are forfeited as provided above, as to which forfeited Shares the Executive shall have no rights, the parties acknowledge and agree that neither this Agreement nor the 2004 Amendment limit or restrict the Executive's rights of a shareholder with respect to any of the Shares (except for

(b) Except with respect to any shares that are forfeited as provided above, as to which forfeited Shares the Executive shall have no rights, the parties acknowledge and agree that neither this Agreement nor the 2004 Amendment limit or restrict the Executive's rights of a shareholder with respect to any of the Shares (except for the restrictions on transfer of Unvested Shares provided herein and under the 2004 Amendment) including the Executive's right to vote the Shares and to receive any dividends paid to or made with respect to the Shares. (c) The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the purposes and intent of this Agreement. 6. Reaffirmation of Employment Agreement. No provision of this Agreement shall be deemed to enlarge the terms or provisions of the Current Employment Agreement or the rights of the Executive thereunder. Except as expressly provided in this Agreement, all other provisions, terms and benefits set forth in the Current Employment Agreement shall remain in full force and effect. 7. Counterparts. This Agreement may be executed in counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. 8. The changes made by this amendment to the Current Employment Agreement should be given effect from and after May 31, 2004, NUNC PRO TUNC, as if these terms were included in the 2004 Amendment. IN WITNESS WHEREOF, the parties hereto have or have caused their respective duly authorized representatives to execute this Agreement as of the date first written above. COMPANY: HOLLYWOOD MEDIA CORP., a Florida corporation
By: /s/ Scott Gomez -----------------------------Name: Scott Gomez Title: Vice President of Finance and Accounting

EXECUTIVE:
/s/ Mitchell Rubenstein --------------------------------Mitchell Rubenstein

Exhibit 10.12 AMENDMENT AGREEMENT FOR EMPLOYMENT AGREEMENT BETWEEN HOLLYWOOD MEDIA CORP. AND LAURIE S. SILVERS AMENDMENT AGREEMENT (the "Agreement") dated November 15, 2004 and effective as of May 31, 2004 by and between HOLLYWOOD MEDIA CORP., a Florida corporation (the "Company") and LAURIE S. SILVERS (the "Executive").

Exhibit 10.12 AMENDMENT AGREEMENT FOR EMPLOYMENT AGREEMENT BETWEEN HOLLYWOOD MEDIA CORP. AND LAURIE S. SILVERS AMENDMENT AGREEMENT (the "Agreement") dated November 15, 2004 and effective as of May 31, 2004 by and between HOLLYWOOD MEDIA CORP., a Florida corporation (the "Company") and LAURIE S. SILVERS (the "Executive"). WITNESSETH: WHEREAS, the Executive has served as President of the Company since its inception, and presently serves in this capacity pursuant to a written Employment Agreement with the Company entered into as of July 1, 1993, as amended by that certain Extension and Amendment Agreement entered into as of July 1, 1998 between the Company and the Executive, by that certain Extension and Amendment Agreement entered into as of July 1, 2003 (the "2003 Amendment") between the Company and the Executive, and by that certain Extension and Amendment Agreement entered into as of May 31, 2004 (the "2004 Amendment") between the Company and the Executive (collectively, the "Current Employment Agreement"); WHEREAS, the parties desire to enter into this Agreement to clarify certain matters regarding the vesting of the shares of restricted stock (the "Shares") granted to the Executive under Section 2 of the 2004 Amendment. WHEREAS, Section 2 of the 2004 Amendment currently provides, with respect to vesting of the Shares, that the Shares will vest over a period of four years at the rate of 6.25 percent per calendar quarter commencing with the first vesting on October 1, 2004, and the 2004 Amendment further states that "in the event that a "Change of Control" (as defined in the Current Employment Agreement, as amended) of the Company occurs prior to the end of such four-year period, or in the event that the Executive's employment ends at any time prior to the end of such four-year period other than for "Cause" (as defined in the Current Employment Agreement), said grant shall vest in full immediately." WHEREAS, with respect to vesting the parties desire to clarify (i) the events upon which Shares will vest, and (ii) the parties' respective rights and obligations with respect to any portion of the Shares that is not vested ("Unvested Shares"). NOW, THEREFORE, the parties, intending to be legally bound, agree as follows, and the Current Employment Agreement is hereby amended as follows, NUNC PRO TUNC, as if these terms were included in the 2004 Amendment: Unless otherwise expressly defined herein, all capitalized terms used herein shall have the meanings set forth in the Current Employment Agreement. 1. Limitation on Vesting in the Event of Termination by Executive unless With Good Reason. Notwithstanding anything to the contrary in Section 2 of the 2004 Amendment, in the event that the Executive's employment is voluntarily terminated by the Executive (and is not actually or constructively terminated by the Company) then the Executive's Unvested Shares at the time of such termination shall not vest by reason of such termination unless the Executive resigns from employment within 60 days after the

occurrence of "Good Reason" (as defined below), in which case all of the Unvested Shares shall become vested in full upon such resignation. Good Reason.

occurrence of "Good Reason" (as defined below), in which case all of the Unvested Shares shall become vested in full upon such resignation. Good Reason. For all purposes under this Agreement, "Good Reason" for resignation will exist upon the occurrence of any of the following: (i) any reduction in the Executive's Base Salary; (ii) any change made by the Company in the Executive's title or position with the Company such that she ceases to be the President of Hollywood Media Corp. (the parent company) or that materially reduces her authority from that which she currently holds as President of the Company; or (iii) any other breach by the Company of its obligations under the Current Employment Agreement, as amended, that is not corrected within thirty (30) days following the Executive's written notice thereof to the Company. 2. Restrictions on Unvested Shares; Forfeit of Unvested Shares. (a) The Unvested Shares may not be sold, pledged or otherwise transferred until vested (it being agreed that any vested portion of the Shares is not subject to any restrictions in this Agreement). (b) Upon any termination of the Executive's employment with the Company, the Unvested Shares which are not vested as of the time of termination (excluding any Unvested Shares that vest as a result of the termination), shall be forfeited by the Executive, and the Executive shall transfer (and in any event shall be deemed to have transferred) all such forfeited shares back to the Company and such shares shall thereupon be cancelled and void and cease to be outstanding for all purposes. 3. Legend. All certificates representing any Unvested Shares subject to the provisions of this Agreement shall have endorsed thereon the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VESTING SCHEDULE SET FORTH IN THAT CERTAIN EXTENSION AND AMENDMENT AGREEMENT DATED AS OF MAY 31, 2004, AS AMENDED, BETWEEN THE COMPANY AND THE HOLDER, AND NO PORTION OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED PRIOR TO VESTING AS PROVIDED IN SUCH AGREEMENT. 4. Changes in Stock. In the event that as a result of any stock dividend, stock split or other change in the Company's Common Stock, or any merger or sale of all or substantially all of the assets of other acquisition of the Company, the Executive shall in her capacity as owner of Unvested Shares (the "Prior Shares") be entitled to new or additional or different shares or securities, such new or additional or different shares or securities shall thereupon be considered to be Unvested Shares and shall be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement. 5. Miscellaneous. (a) The Company shall not be required (i) to transfer on its books any shares of stock of the Company which have been (or purported to be) sold or transferred in violation of this Agreement, or (ii) to treat as owner of such shares any transferee (or purported transferee) of shares transferred (or purported to be transferred) in violation of this Agreement.

(b) Except with respect to any shares that are forfeited as provided above, as to which forfeited Shares the Executive shall have no rights, the parties acknowledge and agree that neither this Agreement nor the 2004 Amendment limit or restrict the Executive's rights of a shareholder with respect to any of the Shares (except for the restrictions on transfer of Unvested Shares provided herein and under the 2004 Amendment) including the

(b) Except with respect to any shares that are forfeited as provided above, as to which forfeited Shares the Executive shall have no rights, the parties acknowledge and agree that neither this Agreement nor the 2004 Amendment limit or restrict the Executive's rights of a shareholder with respect to any of the Shares (except for the restrictions on transfer of Unvested Shares provided herein and under the 2004 Amendment) including the Executive's right to vote the Shares and to receive any dividends paid to or made with respect to the Shares. (c) The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the purposes and intent of this Agreement. 6. Reaffirmation of Employment Agreement. No provision of this Agreement shall be deemed to enlarge the terms or provisions of the Current Employment Agreement or the rights of the Executive thereunder. Except as expressly provided in this Agreement, all other provisions, terms and benefits set forth in the Current Employment Agreement shall remain in full force and effect. 7. Counterparts. This Agreement may be executed in counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. 8. The changes made by this amendment to the Current Employment Agreement should be given effect from and after May 31, 2004, NUNC PRO TUNC, as if these terms were included in the 2004 Amendment. IN WITNESS WHEREOF, the parties hereto have or have caused their respective duly authorized representatives to execute this Agreement as of the date first written above. COMPANY: HOLLYWOOD MEDIA CORP., a Florida corporation
By: /s/ Scott Gomez --------------------------------Name: Scott Gomez Title: Vice President of Finance and Accounting

EXECUTIVE:
/s/ Laurie S. Silvers -----------------------------------Laurie S. Silvers

Exhibit 31.1 CERTIFICATION I, Mitchell Rubenstein, as Chief Executive Officer of Hollywood Media Corp., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Hollywood Media Corp. (the registrant); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Exhibit 31.1 CERTIFICATION I, Mitchell Rubenstein, as Chief Executive Officer of Hollywood Media Corp., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Hollywood Media Corp. (the registrant); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 15, 2004 By: /s/ Mitchell Rubenstein -------------------------------------------Mitchell Rubenstein, Chief Executive Officer

Exhibit 31.2 CERTIFICATION I, Scott Gomez, as Vice President of Finance and Accounting of Hollywood Media Corp., certify that:

Exhibit 31.2 CERTIFICATION I, Scott Gomez, as Vice President of Finance and Accounting of Hollywood Media Corp., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Hollywood Media Corp. (the registrant); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 15, 2004 By:/s/ Scott Gomez -------------------------------------Scott Gomez, Vice President of Finance and Accounting

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Mitchell Rubenstein, as Chief Executive Officer of Hollywood Media Corp. (the "Company") certify, pursuant to 18 U.S.C. ss. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) the accompanying Form 10-Q report for the quarter ended September 30, 2004 as filed with the U.S. Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 15, 2004 By: /s/ Mitchell Rubenstein -------------------------------------------Mitchell Rubenstein, Chief Executive Officer

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Scott Gomez, as Vice President of Finance and Accounting (principal financial and accounting officer) of Hollywood Media Corp. (the "Company") certify, pursuant to 18 U.S.C. ss. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) the accompanying Form 10-Q report for the quarter ended September 30, 2004 as filed with the U.S. Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 15, 2004 By: /s/ Scott Gomez -------------------------------------Scott Gomez, Vice President of Finance and Accounting

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Scott Gomez, as Vice President of Finance and Accounting (principal financial and accounting officer) of Hollywood Media Corp. (the "Company") certify, pursuant to 18 U.S.C. ss. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) the accompanying Form 10-Q report for the quarter ended September 30, 2004 as filed with the U.S. Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 15, 2004 By: /s/ Scott Gomez -------------------------------------Scott Gomez, Vice President of Finance and Accounting


								
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