AMENDMENT TO PURCHASE AGREEMENT

This AMENDMENT TO PURCHASE AGREEMENT (this “ Amendment ”) is made and entered into as of September 30, 2009, by and between HOLLYWOOD MEDIA CORP., a Florida corporation (the “ Company ”), and R&S INVESTMENTS, LLC, a Delaware limited liability company (“ Purchaser ”).  The Company and Purchaser are sometimes referred to in this Amendment individually as a “ Party ” and collectively as the “ Parties .” Unless otherwise expressly defined herein, all capitalized terms used herein shall have the meanings set forth in the Purchase Agreement.

A.           The Parties executed a Purchase Agreement dated as of August 21, 2008 (the “ Purchase Agreement ”), pursuant to which the Purchaser purchased from the Company the Company’s subsidiaries Hollywood.com, LLC, a Delaware limited liability company (“ Hollywood.com ”) and Totally Hollywood TV, LLC, a Delaware limited liability company (Hollywood.com, LLC and Totally Hollywood TV, LLC are collectively referred to as the “ Companies ”).

B.           The Parties desire to amend the Purchase Agreement as set forth in this Amendment to, among other things, clarify the intention of the Parties that the gross revenue of the Companies that is used to calculate the Earnout Payment for each Measurement Period under the Purchase Agreement means the aggregate revenue of the Companies for each Measurement Period as adjusted by increases or decreases, as the case may be, in gross accounts receivable of the Companies during the relevant Measurement Period, so that billed but uncollected amounts are not included in the calculation of gross revenue until such amounts are collected.

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the Parties hereby agree as follows:

1.            Amendment of Purchase Agreement . (a) All references in the Purc