STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of January 14, 2002, by and between
Hollywood Media Corp., a Florida corporation ("HOLL"), and Fountainhead Media Services, Inc., a California
A. HOLL owns 2700 shares of common stock of Baseline Acquisitions Corp., a Delaware corporation
("Newco") (all such shares of common stock, the "Common Shares"), such Common Shares constituting 90% of
the authorized capital stock of Newco
B. Pursuant to the terms and conditions of that certain Transfer and Shareholders Agreement of even date
herewith (the "Transfer Agreement"), HOLL and FMS are transferring certain assets to Newco in connection
with a transaction pursuant to Section 351 of the Internal Revenue Code of 1986, as amended (the
C. In connection with the Transaction HOLL desires to sell to FMS and FMS desires to purchase from HOLL
300 of the Common Shares (the "Purchased Stock").
D. It is a condition to the consummation of the Transaction that HOLL and FMS shall enter into this Agreement
to set forth certain agreements relating to the purchase and sale of the Purchased Stock.
E. Terms used herein but not defined herein have the meanings set forth in the Transfer Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, FMS and HOLL, intending to be legally bound, hereby agree as follows:
1. PURCHASE AND SALE OF COMMON STOCK
1.1 Purchase and Sale of Stock. In reliance upon the representations and warranties of HOLL contained in
Section 2 and of the representations and warranties of FMS contained in Section 3, and subject to the terms and
conditions set forth herein, HOLL shall sell to FMS and FMS shall purchase
from HOLL at the Closing (as defined in Section 1.2) the Purchased Stock in consideration for the payment by
FMS to HOLL of Two Million Dollars ($2,000,000.00) in the form set forth