HOLLYWOOD MEDIA CORP. AND
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").
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 vestin