TRANSITION SERVICES AGREEMENT

Exhibit 10.2

TRANSITION SERVICES AGREEMENT

     THIS TRANSITION SERVICES AGREEMENT is entered into as of August 21, 2008 (this “ Agreement ”), between Hollywood Media Corp., a Florida corporation (the “ Service Provider ”), Hollywood.com, LLC, a Delaware limited liability company (‘Hollywood.com), Totally Hollywood TV, LLC, a Delaware limited liability company (“ Totally Hollywood ” and, collectively with Hollywood.com, the “ Service Receiver ”).

Recitals

          A. Pursuant to a Purchase Agreement dated August 21, 2008 (the “ Purchase Agreement ”) between Service Provider and R&S Investments, LLC, a Delaware limited liability company (“ Purchaser ”), Purchaser purchased the Service Receiver.

          B. To provide for an efficient and orderly transition of ownership and management of the Service Receiver from the Service Provider to Purchaser, the parties hereto deem it to be appropriate and in the best interests of the Service Provider and the Service Receiver that the Service Provider provide certain services to the Service Receiver on the terms and conditions set forth herein.

          C. This Agreement is the Transition Services Agreement referred to in the Purchase Agreement.

Agreement

     NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Definitions

     (a) In this Agreement, the following terms shall have the following meanings.

     “ Commencement Date ” means the date on which the Service Provider shall commence the provision of the Services which shall be the date hereof.

     “ Services ” means the services set forth on Schedule A hereto to be provided by the Service Provider to the Service Receiver.

     “ Term ” shall have the meaning given in Section 5 hereof.

     (b) All capitalized terms used herein but not otherwise defined shall have the meanings given them in the Purchase Agreement.

Section 2. Services

     (a) Subject to the terms and conditions of this Agreement, the Service Provider shall provide to the Service Receiver throughout the Term accounting, billing, ad sales support, payroll processing, legal, and information technology support services (the “ Services ”) to the extent requested by Service Receiver.

     (b) Except as otherwise agreed in writing by the parties hereto, the Services shall be provided in substantially the same manner, at substantially the same levels and on substantially the same time schedules as such Services were undertaken by the Service Provider prior to the Commencement Date.

Section 3. Payment

     (a) In consideration for the provision of Services by the Service Provider, the Service Receiver shall pay to the Service Provider an amount equal to (i) the actual out of pocket costs relating to the provision of the Services, (ii) a pro rata portion of the incremental expenses directly relating to the provision of Services by any of Service Provider’s employees who assist in providing such Services (such expenses include, but are not limited to salary, including fringe benefits), with such pro rata portion determined based upon the time spent in connection with providing Services, (iii) with respect to servers (and other equipment, if any) utilized by the Companies that are located on any third party premises, the applicable rent related to the use of such premises for the housing of such servers (and such other equipment), and (iv) with respect to the inclusion of Service Receiver as additional insured on Service Provider’s health, workers’ compensation, media liability, and property and casualty insurance policies, the allocable portion of the costs to Service Receiver under such policies.

     (b) Within twenty-one (21) days following the last day of each calendar month, the Service Provider shall provide to the Service Receiver an invoice for the preceding month’s Services, which shall include (i) the Services provided by the Service Provider to the Service Receiver for such month and (ii) the charges for such Services (as determined in accordance with this Agreement). The amount stated in such invoices shall be paid by the Service Receiver in full within ten (10) business days of the invoices being issued to the account designated by the Service Provider in such invoice, unless disputed by the Service Receiver.

Section 4. Dispute Resolution

     Any controversy or claim arising out of, or relating to this Agreement, or the breach thereof, shall be settled by arbitration as governed by and interpreted under the laws of the State of Florida, administered by the American Arbitration Association in accordance with it’s Commercial Arbitration Rules, determined by one arbitrator. The situs of said arbitration shall be Palm Beach County, Florida. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Section 5. Term and Termination and Effects of Termination. This Agreement shall become effective on the Commencement Date and, except as otherwise specifically provided in attached Schedule A , shall terminate on the date that is fifteen (15) months from the date hereof, but may be terminated earlier (such time period is hereinafter referred to as the “ Term ”):

     (a) Upon the mutual written agreement of the parties; and

     (b) By either party by written notice to the other party if the other party commits a material breach of any of the terms or cond