AMENDED AND RESTATED
THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT (this "AGREEMENT"), which shall be
deemed effective as of November 1, 2002, is made and entered into on November 21, 2002, by and between
Hollywood Media Corp., a Florida corporation (the "COMPANY"), and Dr. Martin H. Greenberg
1. The Company and Greenberg are the sole partners under that certain Partnership Agreement, dated as of
October 1, 1994, as amended by Amendment No. 1 to Partnership Agreement dated as of December 1, 1994
(as amended, the "ORIGINAL PARTNERSHIP AGREEMENT") with respect to the Florida general
partnership known as "Tekno Books" (the "PARTNERSHIP"), formed under the Florida Uniform Partnership
Act (now superceded by the Florida Revised Uniform Partnership Act), for the purposes, and upon the terms
and subject to the conditions, set forth herein.
2. The Company and Greenberg desire to amend and restate the Original Partnership Agreement in its entirety as
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises, covenants, agreements and undertakings of the
parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be bound legally, hereby amend and restate the
Partnership Agreement in its entirety, and otherwise agree, as follows:
Section 1.1 Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
"Act" means the Florida Revised Uniform Partnership Act, as the same may be amended from time to time.
"Additional Capital Contribution" means any capital contribution described in Section 3.3.
"Administrative Partner" means the Company.
"Affiliate" means, in respect of any Person, a Person directly, or indirectly through one or more intermediaries,
controlling, controlled by or under common control with such Person