S-3

As filed with the Securities and Exchange Commission on January 6, 2006

Registration No. 333-                    

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HOLLYWOOD MEDIA CORP.

(Exact name of registrant as specified in its charter)

Florida		65-0385686
(State or other jurisdiction of		(IRS Employer Identification Number)
incorporation or organization)
2255 Glades Road, Suite 221-A		Mitchell Rubenstein
Boca Raton, Florida 33431		Chief Executive Officer
(561) 998-8000		Hollywood Media Corp.
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)		2255 Glades Road, Suite 221-A Boca Raton, Florida 33431 Telephone No. (561) 998-8000 Facsimile No. (561) 998-2974
		(Name, address, including zip code, and
	Copies of communications to:	telephone number, including area code,
		of agent for service)
	Steven Vazquez, Esq.
	Foley & Lardner LLP
	100 North Tampa Street, Suite 2700
	Tampa, Florida 33602
	Telephone No. (813) 229-2300
	Facsimile No. (813) 221-4210

Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed maximum
Title of each class of	Amount	maximum offering price per	aggregate offering	Amount of
securities to be registered	to be registered(1)	share(2)	price(2)	registration fee
Common Stock, par value $0.01 per share	700,000 shares	$4.26	$2,982,000	$320

(1)

Represents shares issuable upon the exercise of warrants held by certain selling shareholders. Shares of the registrant’s common stock being registered hereby are accompanied by the registrant’s preferred stock purchase rights. Until the occurrence of certain prescribed events, such rights are not exercisable, are evidenced by each certificate for common stock and will be transferred along with and only with the common stock. Pursuant to Rule 416 under the Securities Act, this registration statement also covers such number of additional shares of common stock to prevent dilution resulting from stock splits, stock dividends or similar events, or as a result of anti-dilution provisions contained in the warrants.

(2)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and computed pursuant to Rule 457(c) under the Securities Act based upon the average of the high and low prices of the common stock on January 4, 2006, as reported on the Nasdaq National Market.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The shares covered by this prospectus may not be sold under this prospectus until the related registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion,
Dated January 6, 2006

PRELIMINARY PROSPECTUS

700,000 SHARES

HOLLYWOOD MEDIA CORP.

COMMON STOCK

     This prospectus relates to the sale or other disposition by the selling shareholders named in this prospectus of up to 700,000 shares of common stock, or interests therein. The shares of common stock covered hereby are issuable upon the exercise of warrants issued by Hollywood Media Corp. (“Hollywood Media”) in its private placement that closed on November 23, 2005.

     Hollywood Media will not receive any proceeds from the sale or other disposition of the shares of common stock, or interests therein, by the selling shareholders. However, Hollywood Media will receive the proceeds of any warrants exercised for cash. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

     Our common stock is quoted on the Nasdaq National Market under the symbol “HOLL.” On January 5, 2006, the last reported sales price of our common stock on the Nasdaq National Market was $4.20 per share.

     Investing in our common stock involves risks. See “Risk Factors” beginning on page 3 of this prospectus.

     These shares have not been approved by the Securities and Exchange Commission or any state securities commission nor have these organizations determined whether this prospectus is complete or accurate. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2006.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS		i
INFORMATION ABOUT HOLLYWOOD MEDIA		1
RISK FACTORS		3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		12
USE OF PROCEEDS		13
SELLING SHAREHOLDERS		14
PLAN OF DISTRIBUTION		16
LEGAL MATTERS		17
EXPERTS		18
WHERE YOU CAN FIND MORE INFORMATION		18
DOCUMENTS INCORPORATED BY REFERENCE		18
Registration Rights Agreement
Opinion of Foley & Lardner LLP
Consent of Ernst & Young LLP

ABOUT THIS PROSPECTUS

     This prospectus constitutes part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission through what is known as the shelf registration process. Under this process, the selling shareholders may sell the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities the selling shareholders may offer. A prospectus supplement may also add, update or change information contained in this prospectus. Please carefully read both this prospectus and any prospectus supplement together with the additional information described below under “Where You Can Find More Information” and “Documents Incorporated by Reference.”

     We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained or incorporated by reference in this prospectus. You should not rely on any unauthorized information. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement is accurate as of the date on the front of this prospectus or such prospectus supplement as the case may be, and that the information appearing in documents we have filed with the SEC and incorporated by reference is accurate as of the date of filing. Our business, financial condition, results of operations and prospects may have changed since those dates. Neither the delivery of this prospectus nor any sales of the common stock shall, under any circumstances, create any implication that there has been no change in the affairs of Hollywood Media after the date of this prospectus.

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INFORMATION ABOUT HOLLYWOOD MEDIA

This portion of this prospectus describes some recent events relating to Hollywood Media which are further described in information contained elsewhere in or incorporated by reference in this prospectus. The text of this prospectus does not contain all the information that may be important to you regarding Hollywood Media or the offering contemplated by this prospectus. For a more complete understanding of our company and this offering, we encourage you to read this entire prospectus and the documents incorporated by reference herein, including our most recent audited annual consolidated financial statements incorporated by reference in this prospectus and subsequent unaudited interim consolidated financial statements. You should also carefully consider the matters discussed under “Risk Factors” in this prospectus and subsequent risk factors incorporated herein. Unless the context suggests otherwise, the terms “Hollywood Media,” “our company,” “ourselves,” “we,” “our” and “us” refer to Hollywood Media Corp. and its subsidiaries.

Overview

     Hollywood Media is a provider of information, data and other content, and ticketing to consumers and businesses covering the entertainment, Internet and media industries. We own and operate a number of business units focused on the entertainment and media industries. Hollywood Media derives a diverse stream of revenues from this array of business units, including revenue from individual and group Broadway ticket sales, data syndication, subscription fees, content licensing fees, advertising, and book development license fees and royalties.

     The mailing address of our principal executive office is 2255 Glades Road, Suite 221-A, Boca Raton, Florida 33431 and our telephone number is (561) 998-8000. We maintain an Internet website located at www.hollywood.com. The content of our website is not incorporated by reference in this prospectus, and you should not consider it to be part of this prospectus.

Recent Developments, Previously Reported. The following events were previously reported in Hollywood Media’s Current Report on Form 8-K filed with the SEC on November 28, 2005.

     Acquisition of CinemasOnline.

     On November 22, 2005, through our newly formed, indirect wholly-owned subsidiary Cinemasource UK Limited, we entered into definitive stock purchase agreements with the stockholders of each of Cinemasonline Limited, UK Theatres Online Limited, WWW.CO.UK Limited and Spring Leisure Limited (collectively, “CinemasOnline”) for our acquisition of all of the outstanding capital stock of CinemasOnline. These acquisitions were completed and closed on November 23, 2005. CinemasOnline is a group of leading advertising sales and data services companies based in the U.K. focused primarily on selling internet advertising on cinema and live theatre websites in the U.K. and Ireland.

     The aggregate purchase price paid by Hollywood Media for CinemasOnline was $3,450,000 in cash, of which $107,314 was paid into an escrow account as potential additional consideration that may become due to the sellers upon certain advertising contracts generating revenue. The purchase price was funded from the proceeds of Hollywood Media’s sale of the notes described below.

     Hollywood Media’s Issuance of $7,000,000 Principal Amount of Senior Unsecured Notes due November 23, 2006.

     On November 23, 2005, Hollywood Media completed the closing of its Note Purchase Agreement dated November 22, 2005 with a group of institutional lenders providing for (i) Hollywood Media’s issuance and sale to such purchasers of $7,000,000 in aggregate principal amount of Hollywood Media’s senior unsecured, non-convertible notes due November 23, 2006 (the “senior notes), with interest at the rate of eight percent per annum payable quarterly in arrears, and (ii) the issuance by Hollywood Media to such purchasers of five-year warrants to purchase an aggregate of 700,000 shares of Hollywood

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Media’s common stock at an exercise price of $4.29 per share, which is equal to the volume-weighted average of the Nasdaq market price of Hollywood Media’s common stock for the five trading days preceding the date of the agreement. The warrant exercise price could increase by specified amounts under certain conditions in the event of a “change of control” of Hollywood Media (as defined in the warrant). The aggregate purchase price paid to Hollywood Media for the notes and warrants was $7,000,000 in cash.

     Under the terms of the senior notes, Hollywood Media has the right in its sole discretion to extend the maturity of the senior notes up to six months in exchange for the delivery to the note holders of additional five-year warrants to purchase an aggregate of 100,000 shares of Hollywood Media’s common stock (“extension warrants”) at an exercise price per share with respect to such 100,000 shares equal to the lesser of (i) the average volume weighted average price of Hollywood Media’s common stock for the twenty trading days immediately preceding November 23, 2006 or (ii) $4.29.

     Under the terms of the senior notes, Hollywood Media has the option in its sole discretion to redeem the principal of the senior notes in cash or (if no uncured event of default exists) shares of its common stock. The holders of the senior notes do not have the right to convert the senior notes into shares of common stock or require payment of the senior notes in shares of common stock. If Hollywood Media elects to pay principal in shares of its common stock, the shares would be valued at 95% of the average volume weighted average price of Hollywood Media’s common stock for the twenty trading days immediately preceding the business day prior to payment. Prepayment of the principal can be made, in whole or in part, at any time or from time to time. If prepayment or redemption is made prior to the one-year anniversary of the issuance of the senior notes, then Hollywood Media shall pay an additional amount in cash equal to the interest that such prepaid or redeemed principal amount would have earned from the date of such prepayment or redemption to the one-year anniversary date, provided that this additional payment is not required in the event of a prepayment resulting from a change of control of Hollywood Media.

     Pursuant to a registration rights agreement with the purchasers of the senior notes, Hollywood Media has agreed to file a registration statement under the Securities Act of 1933 (the “Securities Act”) within forty-five days after the closing covering resales from time to time of shares that may be issued pursuant to exercise of the warrants (such registration statement has been filed accordingly, and this prospectus is a part of such registration statement). In addition, upon the issuance of any extension warrants, Hollywood Media has agreed to file or amend a registration statement within forty-five days of the issuance of such extension warrants to cover resales of shares that may be issued upon exercise of the extension warrants.

     Hollywood Media received net cash proceeds of approximately $6.6 million after deducting the estimated expenses in connection with the offering of senior notes, including the placement agent’s fee, legal fees and various other expenses. In addition to funding the acquisition of CinemasOnline, the net proceeds of the sale of the senior notes are intended to be used for additional potential strategic acquisitions and other general corporate purposes.

     The consummation of the Note Purchase Agreement and the issuance of senior notes and warrants thereunder were conducted as a private placement made to accredited investors in a transaction exempt from the registration requirements of the Securities Act of 1933.

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RISK FACTORS

     The shares covered by this prospectus are speculative and involve a high degree of risk. You should carefully consider the following matters, as well as the other information in this prospectus, before investing. If any of these risks or uncertainties actually occur, our business, operating results, financial condition, or prospects could be substantially harmed, which would adversely affect your investment. Additional risks and uncertainties that we do not presently know or that we currently deem immaterial may also impair our business, operating results, financial condition, and prospects.

     We have a history of losses and an accumulated deficit. Our operating results could fluctuate significantly on a quarterly and annual basis.

     We have incurred significant losses since we began doing business. In the years ended December 31, 2004 and 2003, we had net losses of approximately $11.6 million and $7.4 million, respectively, and for the nine months ended September 30, 2005 we had a net loss of approximately $7.5 million. As of September 30, 2005, we had an accumulated deficit of approximately $263.9 million. We may incur additional losses while we continue to grow our businesses. Our future success will depend on the continued growth in our various businesses, and our ability to generate ticketing, licensing, syndication and advertising revenues.

     In addition, our operating results may fluctuate significantly in the future as a result of a variety of factors, including:

• seasonal variations in the demand for Broadway tickets and resulting variations in our revenue from Broadway ticket sales;

• our ability to sell advertisements to be displayed on our websites and on our cable TV networks;

• seasonal trends in Internet usage and Internet sales and advertising placements;

• our ability to enter into or renew strategic relationships and agreements with media organizations, websites and authors;

• the amount and timing of our marketing expenditures and other costs relating to the expansion of our operations;

• new products, websites or Internet services introduced by us or our competitors; and

• technical difficulties, security concerns or system downtime affecting the Internet generally or the operation of our websites in particular.

     As a result, our operating results for any particular period may not accurately predict our future operating results.

     We may not be able to compete successfully.

     Ticketing Businesses. The market for ticketing services and products is intensely competitive and rapidly changing. The number of telephone services, online services, wireless services and websites competing for consumers’ attention and spending has proliferated and we expect that competition will continue to intensify. We compete, directly and indirectly, for customers, advertisers, members and content providers with the following categories of companies:

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• telephone services, wireless services and websites targeted to entertainment enthusiasts, moviegoers, theatergoers and other eventgoers, which feature directories of movies, shows, events, showtimes, theater and event locations and related content, and also allow users to purchase tickets;

• travel agents and other traditional ticketing organizations, companies, agents and brokers; and

• the box office at each of the venues that hold events for which we sell tickets.

     Internet Businesses. The market for Internet services and products is intensely competitive and rapidly changing. Competition could result in reduced traffic to our websites, price reductions for content that we syndicate and advertising that we offer, a decline in product sales, reduced margins or loss of market share, any of which could cause a material decrease in our revenues. We compete, directly and indirectly, for advertisers, viewers, members and content providers with the following categories of companies:

• online services or websites targeted to entertainment enthusiasts, particularly moviegoers and theatergoers, such as IMDb.com;

• publishers and distributors of traditional off-line media, such as television, radio and print, including those targeted to movie enthusiasts, many of which have established or may establish websites, such as E! Online.com;

• traditional movie and entertainment organizations including the Walt Disney Company and Warner Bros.;

• general purpose consumer online services such as AOL, Yahoo!, and MSN, each of which provides access to movie-related information and services; and

• web search and retrieval and other online services, such as Google, Yahoo! and other high-traffic websites.

     We believe that the principal competitive factors in attracting and retaining users are the depth, breadth and timeliness of content, the ability to offer compelling and entertaining content and brand recognition. Other important factors in attracting and retaining users include ease of use, service quality and cost. We believe that the principal competitive factors in attracting and retaining advertisers include the number of users of our website, the demographics of our users, price and the creative implementation of advertisement placements and sponsorship promotions. There can be no assurance that we will be able to compete favorably with respect to these factors.

     Based on our review of publicly available documents, we believe some of our existing competitors in both our ticketing and Internet businesses, as well as potential new competitors, have longer operating histories, significantly greater financial, technical and marketing resources, greater name recognition and substantially larger user bases than we do and, therefore, have significantly greater ability to attract advertisers and users. In addition, many of these competitors may be able to respond more quickly than us to new or emerging technologies and changes in Internet user requirements and to devote greater resources than us to the development, promotion and sale of their services. There can be no assurance that our current or potential competitors will not develop products and services comparable or superior to those developed by us or adapt more quickly than us to new technologies, evolving industry trends or changing Internet user preferences. Increased competition could result in price reductions, reduced margins or loss of market share, any of which would result in a decrease in our revenues. There

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can be no assurance that we will be able to compete successfully against current and future competitors, or that competitive pressures faced by us would not impair our ability to expand our operations or grow our revenues.

     Intellectual Properties and Book Development and Licensing Businesses. Numerous companies and individuals are engaged in the book development business. We also compete with a large number of companies that license characters and properties into film, television, books and merchandise. Competition in these businesses is largely based on the number and quality of relationships that we are able to develop with authors and celebrities. There can be no assurance that our current or future competitors will not be successful in developing relationships with authors and celebrities with whom we have previously had relationships. Our revenues will decrease if we are unable to maintain these relationships or develop new relationships.

     We may not be able to successfully protect our trademarks and proprietary rights.

     Internet Businesses. Our performance and ability to compete are dependent to a significant degree on our internally developed and licensed content and technology. We rely on a combination of copyright, trademark and trade secret laws, confidentiality and nondisclosure agreements with our employees and with third parties and contractual provisions to establish and maintain our proprietary rights. There can be no assurance that the steps taken by us to protect our proprietary rights will be adequate, or that third parties will not infringe upon or misappropriate our copyrights, trademarks, service marks and similar proprietary rights. In addition, effective copyright and trademark protection may be unenforceable or limited in certain foreign countries. In the future, litigation may be necessary to enforce and protect our trademarks, service marks, trade secrets, copyrights and other intellectual property rights. Any such litigation would be costly and could divert management’s attention from other more productive activities. Adverse determinations in such litigation could result in the loss of certain of our proprietary rights, subject us to significant liabilities, require us to seek licenses from third parties, or prevent us from selling our services.

     We own trademark registrations in the United States for many of the trademarks that we use, including HOLLYWOOD.COM and BROADWAY.COM, and some of our trademarks are registered in select foreign countries. We have also filed trademark applications in select foreign countries for the marks HOLLYWOOD MEDIA CORP., HOLLYWOOD.COM, and others. There can be no assurance that we will be able to secure adequate protection for these names or other trademarks in the United States or in foreign countries. If we obtain registration of those trademarks, we may not be able to prevent our competitors from using different trademarks that contain the words “Hollywood” or “Broadway.” Many countries have a “first-to-file” trademark registration system; and thus we may be prevented from registering our marks in certain countries if third parties have previously filed applications to register or have registered the same or similar marks. It is possible that our competitors or others will adopt product or service names similar to ours, thereby impeding our ability to build brand identity and possibly leading to customer confusion.

     Our inability to protect our HOLLYWOOD.COM and BROADWAY.COM marks and other marks adequately could impair our ability to maintain and expand such brands and thus impair our ability to generate revenue from these brands.

     Intellectual Properties Business. Hollywood Media has applied for trademark and copyright protection for each of its major intellectual property titles. Each of Hollywood Media and Netco Partners currently has U.S. registered trademarks as well as pending trademark applications in the U.S. related to its respective business, and they also have foreign registered trademarks and pending trademark applications in several foreign jurisdictions. As Hollywood Media’s properties are developed, Hollywood Media intends to apply for further trademark and copyright protection in the United States and certain foreign countries.

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     Copyright protection in the United States on new publications of works for hire extend for a term of 95 years from the date of initial publication or 120 years from the year of creation, whichever expires first. Trademark registration in the United States extends for a period of ten years following the date of registration. To maintain the registration, affidavits must be filed between the fifth and sixth years following the registration date affirming that the trademark is still in use in commerce and providing evidence of such use. The trademark registration must be renewed prior to the expiration of the ten-year period following the date of registration.

     Failure to adequately protect these intellectual property rights could result in adverse consequences for these businesses due to the risks described above.

     We may become subject to liability for infringement of third-party intellectual property rights.

     There can be no assurance that third parties will not bring copyright or trademark infringement claims against us, or claim that our use of certain technology violates a patent. Even if these claims are not meritorious, they could be costly and could divert management’s attention from other more productive activities. If it is determined that we have infringed upon or misappropriated a third party’s proprietary rights, there can be no assurance that any necessary licenses or rights could be obtained on terms satisfactory to us, if at all. The inability to obtain any required license on satisfactory terms could force us to incur expenses to change the way we operate our businesses. If our competitors prepare and file applications that claim trademarks owned or registered by us, we may oppose these applications and have to participate in administrative proceedings to determine priority of right in the trademark, which could result in substantial costs to us, even if the eventual outcome is favorable to us. An adverse outcome could require us to license disputed rights from third parties or to cease using such trademarks. In addition, inasmuch as we license a portion of our content from third parties, our exposure to copyright infringement or right of privacy or publicity actions may increase; because we must rely upon such third parties for information as to the origin and ownership of such licensed content. We generally obtain representations as to the origins, ownership and right to use such licensed content and generally obtain indemnification to cover any breach of any such representations; however, there can be no assurance that such representations will be accurate or that such indemnification will provide adequate compensation for any breach of such representation. There can be no assurance that the outcome of any litigation between such licensors and a third party or between us and a third party will not lead to royalty obligations for which we are not indemnified or for which such indemnification is insufficient, or that we will be able to obtain any additional license on commercially reasonable terms if at all.

     We must manage our growth in order to achieve the desired results.

     We have significantly expanded our data syndication, Internet and ticketing operations over the past six years through our acquisitions of the businesses of hollywood.com, Inc., CinemaSource, Inc., Baseline, Inc., BroadwayTheater.com, Inc., Theatre Direct NY, Inc., FilmTracker, Studio Systems, Inc. and CinemasOnline, and through the launch of Broadway.com and MovieTickets.com (Hollywood Media currently owns 26.2% of the equity of MovieTickets.com, Inc.). We plan to continue to expand our operations and market presence by entering into joint ventures, acquisitions, business combinations, investments, or other strategic alliances. These transactions create risks such as:

• problems retaining key technical and managerial personnel;

• the availability of financing to make acquisitions;

• additional expenses of acquired businesses; and

• the inability to maintain relationships with the customers or other business partners of acquired businesses.

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     We may not succeed in addressing these risks if we are not able to adequately develop or increase our management, operational and financial resources and systems. To the extent that we are unable to identify and successfully integrate future ventures into our operations, our growth strategy may not be successful and our stock price could decrease.

     We are dependent on our ability to develop strategic relationships with media, entertainment and Internet organizations.

     The success of our operations is dependent in part on our ability to enter into and maintain strategic relationships and agreements with media, entertainment and Internet organizations. There can be no assurance that we will be able to develop and maintain these strategic relationships and, if we are unable to do so, our financial conditions and results of operations could be adversely impacted.

     In addition, our intellectual property division is dependent on our ability to identify, attract and retain best-selling authors and media celebrities who create our intellectual properties. Our ability to enter into contracts with new authors or renew contracts would be impaired without the services of Dr. Martin Greenberg. See the risk factor “Our ability to attract qualified personnel and retain certain key personnel is critical to our business” below.

     Our operations could be negatively impacted by systems interruptions.

     The hardware and software used in our Internet and ticketing operations, or that of our affiliates, could be damaged by fire, floods, hurricanes, earthquakes, power loss, telecommunications failures, break-ins and similar events. Our websites could also be affected by computer viruses, electronic break-ins or other similar disruptive problems. These system problems could negatively affect our business. Insurance may not adequately compensate us for any losses that may occur due to any failures or interruptions in systems. General Internet traffic interruptions or delays could also harm our business. As with Internet websites in general, our websites may experience slower response times or decreased traffic for a variety of reasons. Additionally, online service providers have experienced significant outages in the past, and could experience outages, delays and other difficulties due to system failures unrelated to our systems. To the extent our services are disrupted, we could lose users of our websites and our ticketing and advertising revenues could decline.

     We are subject to additional security risks by doing business over the Internet.

     A significant obstacle to consumer acceptance of electronic commerce over the Internet has been the need for secure transmission of confidential information in transaction processing. Internet usage could decline if any well-publicized compromise of security occurred. We may incur additional costs to protect against the threat of security breaches or to alleviate problems caused by these breaches. If a third person were able to misappropriate our users’ personal information or credit card information, we could be held liable for failure to adequately protect such information and subject to monetary damages to the extent our users suffer financial losses or other harm as a result thereof.

     We may not be able to adapt as technologies and customer expectations continue to evolve.

     To be successful, we must adapt to rapidly changing technologies by continually enhancing our websites and ticketing services and introducing new services to address our customers’ changing expectations. We must evaluate and implement new technologies that are available in the marketplace or risk that our customers will not continue using our services. Examples of technologies that we continue to implement or evaluate include those related to streaming and downloading of audio and video content on our websites, delivery of content over wireless devices and the convergence of cable television, satellite and Internet services and delivery systems. We could incur substantial costs if we need to modify our services or infrastructure in order to adapt to changes affecting providers of content and services

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through the Internet. Our customer base and thus our revenues could decrease if we cannot adapt to these changes.

     Government regulation of the Internet could impact our business.

     The application of existing laws and regulations to our business relating to issues such as user privacy, pricing, taxation, content, sweepstakes, copyrights, trademarks, advertising, and the characteristics and quality of our products and services can be unclear. We also may be subject to new laws and regulations related to our business. Although we endeavor to comply with all applicable laws and regulations and believe that we are in compliance, because of the uncertainty of existing laws and the possibility that new laws may be adopted, there is a risk that we will not be in full compliance.

     Several federal laws could have an impact on our business. The Digital Millennium Copyright Act establishes binding rules that clarify and strengthen protection for copyrighted works in digital form, including works used via the Internet and other computer networks. The Child Online Protection Act is intended to restrict the distribution of certain materials deemed harmful to children. The Children’s Online Privacy Protection Act of 1998 protects the privacy of children using the Internet, by requiring, among other things, (1) that in certain specific instances the operator of a website must obtain parental consent before collecting, using or disclosing personal information from children under the age of 13, (2) the operator of a website to make certain disclosures and notices on the website or online service regarding the collection, use or disclosure of such personal information, and (3) the operator of a website or online service to establish and maintain reasonable procedures to protect the confidentiality, security and integrity of personal information collected from children under the age of 13. Our efforts to comply with these and other laws subject our business to additional costs, and failure to comply could expose our business to liability.

     We are dependent on Mitchell Rubenstein and Laurie S. Silvers, our founders.

     Mitchell Rubenstein, our Chairman of the Board and Chief Executive Officer, and Laurie S. Silvers, our Vice Chairman, President and Secretary, have been primarily responsible for our organization and development. The loss of the services of either of these individuals would hurt our business. If either of these individuals were to leave Hollywood Media unexpectedly, we could face substantial difficulty in hiring qualified successors and could experience a loss in productivity while any successor obtains the necessary training and experience. The employment agreements between Hollywood Media and each of these individuals provide, among other things, that if we terminate either of their agreements without “cause,” we will have also terminated the other’s agreement without “cause.”

     Our ability to attract qualified personnel and retain certain key personnel is critical to our business.

     Our future operating results depend substantially upon the continued service of our executive officers and key personnel. Our future operating results will also depend in significant part upon our ability to attract and retain qualified management, technical, marketing, sales and support personnel. Competition for qualified personnel in our industry is intense, and we cannot ensure success in attracting or retaining qualified personnel. In addition, there may be only a limited number of persons with the requisite skills to serve in these positions. Our business, financial condition and results of operations could be materially adversely affected by the loss of any of our key employees, by the failure of any key employee to perform in his or her current position, or by our inability to attract and retain skilled employees.

     Our intellectual property business could be harmed by the loss of the services of Dr. Martin H. Greenberg, who has been primarily responsible for developing relationships with the best-selling authors who create our intellectual properties. Dr. Greenberg owns the remaining 49% interest in Tekno Books through which we operate our intellectual properties division. Many of the authors with whom we have

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relationships are bound to multiple book contracts and our ability to renew these contracts or enter into contracts with new authors would be impaired without the services of Dr. Greenberg.

     We may be liable for the content we make available on the Internet.

     There is risk that we could become subject to various types of legal claims relating to the content we make available on our websites or the downloading and distribution of such content, or the content we license for books, including claims such as defamation, invasion of privacy and copyright infringement. Although we carry liability insurance that covers some types of claims to a limited extent, our insurance may not cover all potential claims of this type or may not be adequate to cover all costs incurred in defense of potential claims or to indemnify us for all liability that may be imposed. Any costs or imposition of liability that is not covered by insurance or in excess of insurance coverage could have a material adverse effect on our business, results of operations and financial condition.

     We have authorized but unissued preferred stock, which could affect rights of holders of common stock.

     Our articles of incorporation authorize the issuance of preferred stock with designations, rights and preferences determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without shareholder approval, to issue preferred stock with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of common stock. In addition, the preferred stock could be issued as a method of discouraging a takeover attempt. Although we do not intend to issue any preferred stock at this time, we may do so in the future.

     Our articles of incorporation, shareholders’ rights plan and Florida law may discourage takeover attempts.

     Certain provisions of our articles of incorporation and our shareholders’ rights plan may discourage takeover attempts and may make it more difficult to change or remove management. Our articles of incorporation authorize the issuance of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors. Under our shareholder’s rights plan adopted in 1996, our Board of Directors declared a dividend of one right for each share of common stock. If certain events, such as a takeover bid not approved by our Board, occur, the rights will then entitle most holders to purchase at a specified price, shares of a series of our preferred stock with special voting, dividend and other rights.

     In addition, Florida has enacted legislation that may deter or frustrate takeovers of Florida corporations, such as our company. The Florida “control share acquisitions” statute provides that shares acquired in a “control share acquisition” (which excludes transactions approved by our board of directors) will not have voting rights unless the voting rights are approved by a majority of the corporation’s disinterested shareholders. A “control share acquisition” is an acquisition, in whatever form, of voting power in any of the following ranges: (a) at least 20% but less than 33-1/3% of all voting power; (b) at least 33-1/3% but less than a majority of all voting power; or (c) a majority or more of all voting power.

     The state of Florida “affiliated transactions” statute requires approval by disinterested directors or supermajority approval by disinterested shareholders of certain specified transactions between a public corporation and holders of more than 10% of the outstanding voting shares of the corporation (or their affiliates).

     Our stock price is volatile.

     The trading price of our common stock has and may continue to fluctuate significantly. During the 24 months ended November 30, 2005, the trading price for our common stock on the Nasdaq Stock Market ranged from $1.80 to $5.69 per share. Our stock price may fluctuate in response to a number of

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events and factors, such as our quarterly operating results, announcements of new products or services, announcements of mergers, acquisitions, strategic alliances, or divestitures and other factors, including similar announcements by other companies that investors may consider to be comparable to us. In addition, the stock market in general, and the market prices for Internet-related companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of the companies. These broad market and industry fluctuations may cause the market price of our stock to decrease, regardless of our operating performance.

     Future sales of our common stock in the public market could adversely affect our stock price and our ability to raise funds in new stock offerings.

     Future sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could adversely affect prevailing market prices of our common stock and could impair our ability to raise capital through future offerings of equity securities. We may issue additional shares of common stock in connection with future financings, acquisitions or other transactions, or pursuant to outstanding stock options, warrants and other convertible securities, and we plan to issue additional stock options and stock grants from time to time to our employees and directors. We are generally unable to estimate or predict the amount, timing or nature of future issuances or public sales of our common stock. Sales of substantial amounts of our common stock in the public market could cause the market price for our common stock to decrease. In addition, a decline in the price of our common stock would likely impede our ability to raise capital through the issuance of additional shares of common stock or other equity securities.

     We may require additional capital to finance our growth or operations and there can be no assurance that additional financing will be available on favorable terms.

     We have required substantial financing to fund our acquisitions, growth and operations since our inception, and we may require additional financing in the future. Our long-term financial success depends on our ability to generate sufficient revenue and cash flow to offset operating expenses. To the extent we do not generate sufficient revenues and cash flow to offset expenses, we will require further financing to fund our ongoing operations. We cannot assure you that any additional financing will be available or if available, that it will be on favorable terms. The terms of any financing that we enter into will vary depending on many factors including, among other things, our then current financial condition, the market price of our common stock, and other characteristics and terms of our capital structure including outstanding options and warrants. We may seek to raise additional capital through public or private offerings of equity securities or debt financings. Our issuance of additional equity securities could cause dilution to holders of our common stock and may adversely affect the market price of our common stock. The incurrence of additional debt could increase our interest expense and other debt service obligations and could result in the imposition of covenants that restrict our operational and financial flexibility.

     Recently enacted and proposed changes in securities laws and regulations are likely to increase our costs.

     The Sarbanes-Oxley Act of 2002 and the SEC rules promulgated thereunder have imposed increased demands upon and required changes in some of our operational systems and processes, corporate governance, and compliance and disclosure processes, and the Nasdaq Stock Market has implemented changes in its requirements for companies that are Nasdaq-listed. These developments have resulted in increases in our expenses for information systems, auditing and consulting fees, legal compliance and financial reporting costs. These developments could make it more difficult for us to attract and retain qualified members of our board of directors or executive officers.

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     We have identified material weaknesses in our evaluation of internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002; failure to achieve and maintain effective internal controls could have a material adverse effect on our business and stock price.

     As initially reported in Hollywood Media’s Form 10-K/A filed with the SEC on May 2, 2005, Hollywood Media’s management identified certain material weaknesses in internal controls and concluded that Hollywood Media’s internal control over financial reporting and disclosure controls were not effective as of December 31, 2004. As previously reported in the Form 10-K/A and certain subsequent filings with the SEC, we are in the process of remediating the weaknesses. Failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and stock price.

     Other economic factors may adversely affect our future results or the market price of our stock (including recession, war, terrorism).

     We operate in a rapidly changing economic and technological environment that presents numerous risks. Many of these risks are beyond our control and are driven by factors that we cannot predict. Economic recession, war, terrorism, international incidents, labor strikes and disputes, and other negative economic conditions may cause damage or disruption to our facilities, information systems, vendors, employees, customers and/or website traffic, which could adversely impact our revenues and results of operations, and stock price.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements in this prospectus (including statements that may be incorporated by reference into this prospectus) or that are otherwise made by us or on our behalf about our financial condition, results of operations and business constitute “forward-looking statements,” within the meaning of federal securities laws. Hollywood Media cautions readers that certain important factors may affect Hollywood Media’s actual results, levels of activity, performance or achievements and could cause such actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements anticipated, expressed or implied by any forward-looking statements that may be deemed to have been made in this prospectus or that are otherwise made by or on behalf of Hollywood Media. For this purpose, any statements contained in this prospectus that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, “forward-looking statements” are typically phrased using words such as “may,” “will,” “should,” “expect,” “plans,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “pro forma” or “continue” or the negative variations thereof or similar expressions or comparable terminology. Factors that may affect Hollywood Media’s results and the market price of our common stock include, but are not limited to:

• our continuing operating losses,

• negative cash flows from operations and accumulated deficit,

• the need to manage our growth and integrate new businesses into Hollywood Media,

• our ability to develop and maintain strategic relationships,

• our ability to compete with other media, data and Internet companies and other competitors,

• our ability to maintain and obtain sufficient capital to finance our growth and operations,

• our ability to realize anticipated revenues and cost efficiencies,

• technology risks and risks of doing business over the Internet,

• government regulation,

• our ability to achieve and maintain effective internal controls,

• dependence on our founders, and our ability to recruit and retain key personnel, and

• the volatility of our stock price.

     Hollywood Media is also subject to other risks detailed herein, including those risk factors discussed in the “Risk Factors” section as well as those discussed elsewhere in this prospectus or detailed from time to time in Hollywood Media’s filings with the SEC.

     Because these forward-looking statements are subject to risks and uncertainties, we caution you not to place undue reliance on these statements, which speak only as of the date the statements were made. We do not undertake any responsibility to review or confirm analysts’ expectations or estimates or to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this prospectus. As a result of the foregoing and other factors, no assurance can be given as to the future results, levels of activity or achievements and neither we nor any other person assumes responsibility for the accuracy and completeness of such statements.

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USE OF PROCEEDS

     We will not receive any proceeds from the resale or other disposition of the shares of common stock, or interests therein, by the selling shareholders. However, we will receive the proceeds of any warrants exercised for cash. If all of the warrants were exercised for cash, we would receive proceeds of $3,003,000 (or $4.29 per share). We intend to use any proceeds from the cash exercise of the warrants for general corporate purposes. There can be no assurance concerning the number or the timing of the exercise of such warrants by the selling shareholders at this date.

     Each of the warrants held by the selling shareholders contains a “cashless exercise” provision that can only be used under the following conditions: (i) the warrant is exercised after one year from the date of issuance and (ii) a registration statement under the Securities Act of 1933 (including the registration statement containing this prospectus) is not then available for the resale of shares issued under the warrant. If the “cashless exercise” provision is used, a selling shareholder may exercise the warrant without paying any cash for the exercise price, and upon such exercise the holder would receive a reduced number of shares (calculated under a specified formula in the warrant) having a market value equivalent to the difference between the aggregate exercise price of the shares for which the warrant is exercised and the aggregate market value of such shares at that time. If the selling shareholder chooses this “cashless” method of exercising the warrant, Hollywood Media will not receive any cash proceeds from the exercise of the warrants.

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SELLING SHAREHOLDERS

     We are registering all shares of common stock covered by this prospectus on behalf of the selling shareholders named in the table below. All of the shares are subject to issuance under outstanding warrants. We issued the warrants exercisable for shares to the selling shareholders in a private placement in November 2005.

     The following table contains information known to us as of date of this prospectus with respect to (i) the amount of Hollywood Media’s common stock beneficially owned by each selling shareholder, and (ii) the amount of Hollywood Media’s common stock that may be sold or otherwise disposed of by each selling shareholder using this prospectus. The percentage of shares beneficially owned is based on 32,636,860 shares outstanding at December 26, 2005, and the percentage was calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934 (the “Exchange Act”). The number of shares in the column “Number of Shares Being Offered” represents all of the shares of our common stock that each selling shareholder may sell or otherwise dispose of under this prospectus. The number of shares in the column “Ownership of Common Stock After Offering” assumes that each selling shareholder sells all of its shares of our common stock covered by this prospectus. We prepared this table and the notes thereto based on the information supplied to us by the selling shareholders named in the table. Unless otherwise indicated in the footnotes to the table, each person has sole voting and investment power with respect to the shares beneficially owned.

	Ownership of Common						Number of		Ownership of Common
Selling Shareholders	Stock Before Offering						Shares Being		Stock After Offering
	Number			Percentage(1)			Offered(2)		Number		Percentage(1)
Bonanza Master Fund Ltd.(4)		462,500	(3)		1.4	%		400,000		62,500		*
JMG Capital Partners, L.P.(5)		100,000			*			100,000		—		—
JMG Triton Offshore Fund, Ltd.(6)		100,000			*			100,000		—		—
WS Opportunity Fund International, Ltd.(7)		40,865	(3)		*			32,990		7,875		*
WS Opportunity Fund, L.P.(7)		29,920	(3)		*			23,970		5,950		*
WS Opportunity Fund (QP), L.P.(7)		30,465	(3)		*			23,040		7,425		*
SRB Greenway Capital, LP(8)		2,440			*			2,440		—		—
SRB Greenway Offshore Operating Fund, L.P.(8)		1,290			*			1,290		—		—
SRB Greenway Capital (QP), L.P.(8)		16,270			*			16,270		—		—

*	Less than 1%.
(1)	For purposes of computing the percentage of outstanding shares of common stock held by each person named above, any shares which such person has the right to acquire under warrants or otherwise are deemed to be outstanding for such person, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
(2)	Assumes issuance of all shares covered by this prospectus issuable upon exercise of the selling shareholders’ warrants.

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(3)	This figure includes shares issuable upon exercise of warrants issued in our private placement that closed on November 23, 2005 and warrants issued prior to November 2005.
(4)	The general partner of this selling shareholder, Bernay Box & Co., and its President, Bernay Box, may be deemed to be beneficial owners of shares owned by the selling shareholder.
(5)	JMG Capital Partners, L.P. (“JMG Partners”) is a California limited partnership. The general partner of JMG Partners is JMG Capital Management, LLC (the “Manager”), a Delaware limited liability company and investment adviser that has voting and dispositive power over JMG Partners’ investments, including the shares of common stock covered by this prospectus. The equity interests of the Manager are owned by JMG Capital Management, Inc., (“JMG Capital”) a California corporation, and Asset Alliance Holding Corp., a Delaware corporation. Jonathan M. Glaser is the Executive Officer and Director of JMG Capital and has sole investment discretion over JMG Partner’s portfolio holdings.
(6)	JMG Triton Offshore Fund, Ltd. (the “Fund”) is an international business company organized under the laws of the British Virgin Islands. The Fund’s investment manager is Pacific Assets Management, LLC, a Delaware limited liability company (the “Manager”) that has voting and dispositive power over the Fund’s investments, including the shares of common stock covered by this prospectus. The equity interests of the Manager are owned by Pacific Capital Management, Inc., a California corporation (“Pacific”), and Asset Alliance Holding Corp., a Delaware corporation. The equity interests of Pacific are owned by Messrs. Roger Richter, Jonathan M. Glaser and Daniel A. David. Messrs. Glaser and Richter have sole investment discretion over the Fund’s portfolio holdings.
(7)	WSV Management, L.L.C. (“WSV”) is the general partner of WS Ventures Management, L.P. (“WSVM”). WSVM is the general partner of WS Opportunity Fund, L.P. (“WSO”) and WS Opportunity Fund (Q.P.), L.P. (“WSOQP”) and is the agent and attorney-in-fact for WS Opportunity Fund International, Ltd. (“WSO International”). Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the controlling principals of WSV. Through their control of WSV, Messrs. R. Walker, Smith and P. Walker share voting and investment control over the portfolio securities of each of WSO, WSOQP and WSO International. Pursuant to a letter agreement, Steven R. Becker may collaborate with Reid S. Walker, G. Stacy Smith and Patrick P. Walker on investment strategies from time to time.
(8)	BC Advisors, LLC (“BCA”) is the general partner of SRB Management, L.P. (“SRB Management”). SRB Management is the general partner of SRB Greenway Capital, L.P. (“SRBGC”), SRB Greenway Capital (Q.P.), L.P. (“SRBQP”) and SRB Greenway Offshore Operating Fund, L.P. (“SRB Offshore”). Steven R. Becker is the sole principal of BCA. Through his control of BCA, Mr. Becker possesses sole voting and investment control over the portfolio securities of each of SRBGC, SRBQP and SRB Offshore. Pursuant to a letter agreement, Steven R. Becker may collaborate with Reid S. Walker, G. Stacy Smith and Patrick P. Walker on investment strategies from time to time.

     The selling shareholders listed in the above table may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their common stock since the date on which the information in the above table is presented. Information about the selling shareholders may change over time.

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PLAN OF DISTRIBUTION

     The selling shareholders, which as used herein may include certain donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling shareholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock of Hollywood Media which are covered by this prospectus on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

     The selling shareholders may use any one or more of the following methods when disposing of shares or interests therein:

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• short sales effected after the effective date of the registration statement of which this prospectus is a part;

• through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

• broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share; and

• a combination of any such methods of sale.

     The selling shareholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock covered by this prospectus and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell such shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest may be the selling beneficial owners for purposes of this prospectus if applicable.

     In connection with the sale of common stock or interests therein covered by this prospectus, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling shareholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other

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transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

     The aggregate proceeds to the selling shareholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling shareholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. Hollywood Media will not receive any of the proceeds from sales by the selling shareholders. See “USE OF PROCEEDS” above. Broker-dealers may receive commissions or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling shareholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Each selling shareholder has represented and warranted to us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock covered by this prospectus.

     The selling shareholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.

     The selling shareholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling shareholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

     To the extent required under SEC rules and the registration rights agreement with Hollywood Media, the shares of our common stock to be sold, the names of the selling shareholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

     In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

     The selling shareholders and other persons participating in the distribution of the shares offered under this prospectus are subject to the applicable requirements of Regulation M promulgated under the Securities Exchange Act of 1934 in connection with sales of the shares. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. We have agreed to indemnify the selling shareholders against specified liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

LEGAL MATTERS

     Foley & Lardner LLP is issuing an opinion regarding the validity of the offered shares of common stock.

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EXPERTS

          The consolidated financial statements of Hollywood Media Corp. appearing in Hollywood Media Corp.’s Annual Report (Form 10-K) for the year ended December 31, 2004, and Hollywood Media Corp. management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 included in its Form 10-K/A, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in its reports thereon (which conclude, among other things, that Hollywood Media Corp. did not maintain effective internal control over financial reporting as of December 31, 2004, based on Internal Control-Intergrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, because of the effects of the material weaknesses described therein) included therein and incorporated herein by reference. Such consolidated financial statements and management’s assessment are incorporated herein in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

          We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any report or document we file at the public reference facilities maintained by the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are also available to the public at the SEC’s web site located at http://www.sec.gov.

          Quotations for the prices of our common stock appear on the Nasdaq National Market, and reports, proxy statements and other information about us can also be inspected at the offices of the National Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.

DOCUMENTS INCORPORATED BY REFERENCE

          The SEC allows us to “incorporate by reference” some of the documents we file with it into this prospectus, which means that we can disclose important information to you by referring you to those documents. The documents incorporated by reference are considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this incorporated information.

          We incorporate by reference the following filings into this prospectus:

• Our Annual Report on Form 10-K for the fiscal year ended December 31, 2004;

• Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004.

• The portions of our Definitive Proxy Statement for the 2005 Annual Meeting of Shareholders filed on April 29, 2005 which are incorporated by reference into our Form 10-K for fiscal 2004;

• Our Current Report on Form 8-K filed on April 1, 2005;

• Our Current Report on Form 8-K filed on April 11, 2005;

• Our Current Report on Form 8-K filed on April 12, 2005;

• Our Current Report on Form 8-K filed on May 10, 2005;

• Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2005;

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• Our Current Report on Form 8-K filed on May 20, 2005;

• Our Current Report on Form 8-K filed on May 25, 2005;

• Our Current Report on Form 8-K filed on June 3, 2005;

• Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2005;

• Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005;

• Our Current Report on Form 8-K filed on November 28, 2005 (except for Item 8.01 thereof and Exhibit 99.1 thereto, which are not hereby incorporated by reference);

• The description of our common stock in our Registration Statement on Form 8-A filed pursuant to Section 12 of the Exchange Act, including any amendments and reports filed for the purpose of updating such description;

• The description of our preferred stock purchase rights in our Current Report on Form 8-K filed on October 20, 1999, as amended by the description contained in our Current Report on Form 8-K filed on December 10, 2002; and

• The disclosures under the caption “Our Capital Stock” in our Registration Statement on Form S-3 (Registration No. 333-113531) filed on April 1, 2004.

          We also incorporate by reference into this prospectus all future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, on or after the date of the filing of the registration statement containing this prospectus and prior to the completion of this offering. Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K that we may from time to time furnish to the Securities and Exchange Commission will be incorporated by reference into, or otherwise included in, this prospectus.

          We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the common stock covered by this prospectus. This prospectus, which is a part of the registration statement, does not contain all the information set forth in, or annexed as exhibits to, the registration statement, as permitted by the SEC’s rules and regulations. For further information with respect to us and the common stock offered under this prospectus, please refer to the registration statement, including the exhibits. Copies of the registration statement, including exhibits, may be obtained from the SEC’s public reference facilities listed above upon payment of the fees prescribed by the SEC, or may be examined without charge at these facilities. Statements concerning any document filed as an exhibit are not necessarily complete and, in each instance, we refer you to the copy of the document filed as an exhibit to the registration statement. You should assume that the information appearing in this prospectus is accurate as of the date of this prospectus only. Our business, financial position and results of operations may have changed since that date.

          We will provide, without charge, to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of any or all of the information incorporated by reference in this prospectus. Exhibits to any of the documents, however, will not be provided unless such exhibits are specifically incorporated by reference into such documents. The requests should be addressed to: Investor Relations Department, Hollywood Media Corp., 2255 Glades Road, Suite 221-A, Boca Raton, Florida 33431, telephone number (561) 998-8000.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

          The aggregate estimated (other than the registration fee) expenses to be paid by Hollywood Media Corp. in connection with this offering are as follows:

Securities and Exchange Commission registration fee	$	320
Legal fees and expenses	$	18,000
Accounting fees and expenses	$	15,000
Miscellaneous	$	6,680
Total	$	40,000

Item 15. Indemnification of Directors and Officers.

          Hollywood Media has authority under Section 607.0850 of the Florida Business Corporation Act (the “FBCA”) to indemnify its directors and officers to the extent provided for in the FBCA against liability which a director or officer may incur in his or her capacity as such. Hollywood Media’s Articles of Incorporation, as amended, provide that Hollywood Media shall indemnify its officers and directors to the fullest extent not prohibited by law. Hollywood Media has entered into agreements with each of its directors and executive officers wherein it agreed to indemnify each of them to the fullest extent permitted by law, and Hollywood Media may from time to time enter into other agreements with such persons regarding such indemnification.

          The provisions of the FBCA that authorize indemnification do not eliminate the duty of care of a director, and in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Florida law. In addition, the FBCA does not permit indemnification of a director or officer under certain circumstances, including in the event that a judgment or other final adjudication establishes that his or her actions or omissions were material to the cause of action so adjudicated and constitute: (a) violations of criminal laws, unless the director or officer had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful, (b) deriving an improper personal benefit from a transaction, (c) in the case of a director, a circumstance under which the director has liability for voting for or assenting to an unlawful distribution, and (d) willful misconduct or conscious disregard for the best interests of Hollywood Media in a proceeding by or in the right of Hollywood Media to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

          Pursuant to certain registration rights agreements, each of Hollywood Media and certain of the selling shareholders have agreed to indemnify the others and their respective directors, officers, agents and representatives (and with respect to the indemnification by Hollywood Media, any underwriters) against certain liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities Act.

          Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling Hollywood Media pursuant to the foregoing provisions, Hollywood Media has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

          Hollywood Media has obtained and currently intends to maintain in effect directors’ and officers’ liability insurance policies providing customary coverage for its directors and officers against losses and liabilities incurred by them in their capacities as directors and officers of Hollywood Media.

          The above discussion of the Hollywood Media’s Articles of Incorporation, indemnification agreements, and Florida laws, is only a general summary and is respectively qualified in its entirety by such documents and laws.

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Item 16. Exhibits.

Exhibit
Number	Description of Exhibit
4.1	Third Amended and Restated Articles of Incorporation (1)
4.2	Articles of Amendment to Articles of Incorporation of Hollywood Media Corp. for Designation of Preferences, Rights and Limitations of Series E Junior Preferred Stock (2)
4.3	Form of Common Stock Certificate (3)
4.4	Amended and Restated Rights Agreement dated as of August 23, 1996 between Hollywood Media and American Stock Transfer & Trust Company, as Rights Agent (4)
4.5	Amendment No. 1, dated as of December 9, 2002, to Amended and Restated Rights Agreement dated as of August 23, 1996 between Hollywood Media Corp. and American Stock Transfer & Trust Company (5)
4.6	Registration Rights Agreement dated November 23, 2005 by and among Hollywood Media Corp. and the investors signatory thereto
4.7	Form of Common Stock Purchase Warrant issued on November 23, 2005 to each of the purchasers under the Note Purchase Agreement dated as of November 22, 2005 (6)
4.8	Note Purchase Agreement dated as of November 22, 2005, by and among Hollywood Media and each of the purchasers signatory thereto (7)
4.9	Form of 8% Senior Unsecured Note due November 23, 2006 issued to each of the purchasers under the Note Purchase Agreement dated as of November 22, 2005 (6)
5.1	Opinion of Foley & Lardner LLP
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2	Consent of Foley & Lardner LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature pages hereof)

(1)	Incorporated by reference from the exhibit filed with Hollywood Media’s Annual Report on Form 10-K for the year ended December 31, 2000.
(2)	Incorporated by reference from the exhibit filed with Hollywood Media’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
(3)	Incorporated by reference from the exhibit filed with Hollywood Media’s Registration Statement on Form SB-2 (File No. 33-69294).
(4)	Incorporated by reference from exhibit 1 to Hollywood Media’s Current Report on Form 8-K filed on October 20, 1999.
(5)	Incorporated by reference from the exhibit to Hollywood Media’s Current Report on Form 8-K filed on December 10, 2002.

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(6) Incorporated by reference to exhibits to the Note Purchase Agreement dated as of November 22, 2005, attached as exhibit 10.3 to Hollywood Media’s Current Report on Form 8-K filed on November 28, 2005.

(7) Incorporated by reference from the exhibit to Hollywood Media’s Current Report on Form 8-K filed on November 28, 2005.

Item 17. Undertakings.

          The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering prices set forth in the “Calculation of Registration Fee” table in the effective registration statement;

               (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that clauses (i), (ii) and (iii) above do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those clauses is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 of section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

          (2) That, for the purpose of determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

          (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

               (i) If the registrant is relying on Rule 430B:

                    (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

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                    (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

               (ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer of controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Boca Raton, State of Florida, on this 6th day of January, 2006.

HOLLYWOOD MEDIA CORP.
 

/s/ Mitchell Rubenstein  

By: Mitchell Rubenstein 

        Chairman of the Board and Chief Executive Officer 

          Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below on this registration statement hereby constitutes and appoints Mitchell Rubenstein and Laurie S. Silvers, each of them singly, his or her true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including any post-effective amendments, to this registration statement, and to file the same, with exhibits thereto, and other documents to be filed in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and he or she hereby ratifies and confirms all that said attorneys-in-fact or their substitutes, each acting alone, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Mitchell Rubenstein Mitchell Rubenstein	Chairman of the Board and Chief Executive Officer (Principal executive officer)	January 6, 2006
/s/ Laurie S. Silvers Laurie S. Silvers	Vice Chairman of the Board, President and Secretary	January 6, 2006
/s/ Scott Gomez Scott Gomez	Chief Accounting Officer (Principal financial and accounting officer)	January 6, 2006
/s/ Harry T. Hoffman Harry T. Hoffman	Director	January 6, 2006
/s/ Robert E. McAllen Robert E. McAllan	Director	January 6, 2006
/s/ Deborah J. Simon Deborah J. Simon	Director	January 6, 2006
/s/ Ira A. Rosenberg Ira A. Rosenberg	Director	January 6, 2006

EX-4.6

Exhibit 4.6

REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 23, 2005, by and among Hollywood Media Corp., a Florida corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).

BACKGROUND

          This Agreement is made pursuant to the Note Purchase Agreement, dated as of November 22, 2005, among the Company and the Investors (the “Purchase Agreement”). In connection with the Purchase Agreement, the Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, (i) to issue and sell on the date hereof to each Investor 8% Senior Unsecured Notes of the Company (the “Notes”), which are redeemable into shares of Common Stock in accordance with the terms of the Notes (the “Redemption Shares”), (ii) to issue and sell on the date hereof to the Investors warrants (the “Warrants”)to purchase an aggregate of 700,000 shares of Common Stock (the “Warrant Shares”), and (iii) if the Company exercises its right under the Notes to extend the maturity date thereof, warrants (the “Extension Warrants”) to purchase up to an additional 100,000 shares of Common Stock issued pursuant to the terms and conditions of the Notes (the “Extension Warrant Shares”).

AGREEMENT

          The Company and the Investors hereby agree as follows:

     1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:

          “Advice” shall have the meaning set forth in Section 6(d).

          “Common Stock” means the common stock of the Company, $.01 par value per share.

          “Effective Date” means the date that the Registration Statement filed pursuant to Section 2(a) or 2(b) is first declared effective by the Commission.

          “Effectiveness Date” means (i) the 135th day following the date of this Agreement with respect to the Warrant Shares and (ii) the 135th day following the Extension Warrant Issuance Date with respect to the Extension Warrant Shares.

          “Event” shall have the meaning set forth in Section 2(c).

          “Event Date” shall have the meaning set forth in Section 2(c).

          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          “Extension Warrant Issuance Date” shall mean the date of the original issuance of the Extension Warrants.

          “Extension Warrants” shall have the meaning set forth in the Background section.

          “Extension Warrant Shares” shall have the meaning set forth in the Background section.

          “Filing Date” means (i) the 45th day following the date of this Agreement with respect to the Warrant Shares and (ii) the 45th day following the Extension Warrant Issuance Date with respect to the Extension Warrant Shares.

          “Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

          “Indemnified Party” shall have the meaning set forth in Section 5(c).

          “Indemnifying Party” shall have the meaning set forth in Section 5(c).

          “Losses” shall have the meaning set forth in Section 5(a).

          “Notes” shall have the meaning set forth in the Background section.

          “Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

          “Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

          “Redemption Shares” shall have the meaning set forth in the Background section.

          “Redemption Shares Issuance Date” shall mean the date of the original issuance of the Redemption Shares.

          “Registrable Securities” means (i) the Warrant Shares, (ii) from and after the Extension Warrants Issuance Date, the Extension Warrant Shares, (iii) from and after the Redemption Shares Issuance Date, the Redemption Shares, and (iv) any other securities into which the Warrant Shares, the Extension Warrant Shares and the Redemption Shares may be reclassified after the date hereof; provided however, that any shares of Common Stock will cease

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to be Registrable Securities at such time as they have been sold under a Registration Statement or pursuant to Rule 144, or otherwise or such time as they are eligible to be sold pursuant to Rule 144(k) promulgated under the Securities Act.

          “Registration Period” means the period commencing on any applicable Effectiveness Date and the earliest of (i) the fifth anniversary of such Effectiveness Date, (ii) the date on which the Holders are able to resell all of their respective Registrable Securities without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act, or (iii) the date on which all of the Registrable Securities have been sold by the Investors under a Registration Statement or pursuant to Rule 144.

          “Registration Statement” means the registration statement required to be filed in accordance with Section 2(a) and any additional registration statement(s) required to be filed under Section 2(b), including (in each case) the Prospectus, amendments and supplements to such registration statements or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statements.

          “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

          “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

          “Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

          “Securities Act” means the Securities Act of 1933, as amended.

          “Selling Shareholder Questionnaire” shall have the meaning set forth in Section 3(j).

          “Trading Day” means (i) a day on which the Common Stock is traded on a Trading Market, or (ii) if the Common Stock is not listed on a Trading Market, a day on which the Common Stock is traded in the over-the-counter market or quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i) or (ii) hereof, then Trading Day shall mean a Business Day.

          “Trading Market” means whichever of the New York Stock Exchange, the American Stock Exchange, the NASDAQ National Market, the NASDAQ SmallCap Market or OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

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          “Warrants” shall have the meaning set forth in the Background section.

     2. Registration.

          (a) On or prior to the Filing Date for the Warrant Shares, the Company shall use its reasonable best efforts to prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (unless the Company is not then eligible to register for resale of the Registrable Securities on Form S-3, in which case such registration shall be another appropriate form in accordance herewith) and shall contain (unless otherwise directed by the Holders and except if otherwise required pursuant to comments received from the Commission upon a review of such Registration Statement or pursuant to judicial and SEC interpretations) substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as reasonably possible but, in any event, no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act during the balance of the applicable Registration Period.

          (b) In the event the Extension Warrants are issued pursuant to the terms of the Notes, the Company shall use its reasonable best efforts to amend the applicable Registration Statement or file a new Registration Statement (on the short form available therefor, if applicable) so as to cover the resale of the additional Registrable Securities on or prior to the applicable Filing Date. The Company shall use its reasonable best efforts to cause such amendment or such new Registration Statement to become effective as soon as reasonably possible but, in any event, no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such amendment or such new Registration Statement effective under the Securities Act during the balance of the applicable Registration Period.

          (c) Subject to the last sentence of this Section 2(c), if: (i) a Registration Statement under subsection (a) above is not filed on or prior to its Filing Date (or an amendment or a new Registration Statement under subsection (b) above, if required, is not filed on or prior to its Filing Date), or (ii) a Registration Statement under subsection (a) above is not declared effective by the Commission on or prior to its required Effectiveness Date (or an amendment or a new Registration Statement under subsection (b) above, if required, is not declared effective by the Commission on or prior to its required Effectiveness Date), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement under subsection (a) above or such amendment or new Registration Statement under subsection (b) above ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of the Registration Period for more than an aggregate of thirty (30) Trading Days during any 12-month period (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such thirty (30) Trading Day-period is exceeded, being referred to as “Event Date”), then, in addition to any other rights available to the Holders under this Agreement or under applicable law: on the earlier of the last day of each 30-day period after each such Event Date (if the applicable Event shall not have been cured by such date) or on the fifth Trading Day

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after the applicable Event has been cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to their pro rata portion of $25,000 (i.e., the Holders in the aggregate shall be entitled to receive a penalty totaling $25,000 for each 30-day period); provided that such penalty shall increase to $70,000 for each succeeding 30-day period in the aggregate beginning on the 91st day after such Event Date. The liquidated damages pursuant to the preceding sentence shall apply and be payable on a pro rata basis for any portion of a 30-day period prior to the cure of an Event and shall cease to accrue (unless earlier ceased) upon expiration of the Registration Period. Notwithstanding anything to the contrary in this Section 2(c), the Company shall not be required to make any payments under this Section 2(c) in the event that (1) the subject Event or Event Date, or the failure to cure such Event or Event Date, is due to the Company’s postponement (and the Company is hereby permitted to postpone) for a maximum of ninety (90) days the filing or the effectiveness of a Registration Statement, by the Company’s furnishing to the Holders a certificate signed by the Chief Executive Officer of the Company stating the Company is in the process of filing a registration statement or proxy statement with respect to an acquisition or disposition and as a result thereof, the registration required by this Agreement could be materially detrimental to the Company, provided, however, that the Company may use this right to postpone such filing or effectiveness only once during any twelve (12) month period, or (2) the subject Event or Event Date, or the failure to cure such Event or Event Date, is due to the Company’s postponement (and the Company is hereby permitted to postpone) of the filing or the effectiveness of a Registration Statement following the announcement by the Company of a Change of Control (as defined in the Notes), provided, however, that if such Change of Control is not consummated, then the Company shall make all payments under this Section 2(c) that would have been required had such Change of Control not been announced and this provision had not applied.

     3. Registration Procedures.

          In connection with the Company’s registration obligations hereunder, the Company shall:

          (a) Not less than three (3) Trading Days prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto, the Company shall furnish to the Holders copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders (and changes (if any) to correct appropriate information about the Holder). The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than three (3) Trading Days after the Holders have been so furnished copies of such documents.

          (b) (i) Prepare and file with the Commission such amendments, including post-effective amendments, to each Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for the applicable Registration Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as

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promptly as reasonably possible to any comments received from the Commission with respect to each Registration Statement or any amendment thereto; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement.

          (c) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (ii) through (v) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (i) with respect to each Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

          (d) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

          (e) Furnish to each Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated herein by reference (to the extent requested by such Holder), and all exhibits to the extent requested by such Holder (including those previously furnished) promptly after the filing of such documents with the Commission.

          (f) Comply with Rule 172, promptly advise each Holder at any time the Company has not satisfied the requirements of Rule 172 and promptly deliver to each Holder, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request in connection with resales by the Holder of Registrable Securities. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

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          (g) Prior to any public offering of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or Blue Sky laws of all jurisdictions within the United States as any Holder reasonably requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Registration Period and to do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

          (h) If requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statements, which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request.

          (i) Upon the occurrence of any event contemplated by Sections 3(c)(ii) through (v), as promptly as reasonably possible under the circumstances, and in the case of Section 3(c)(v) taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and that the event that resulted in the suspension of such Prospectus is otherwise cured. If the Company notifies the Holders in accordance with Sections 3(c)(ii) through (v) to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

          (j) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Shareholder Questionnaire”) not less than five (5) Trading Days prior to the date on which a Registration Statement under this Agreement is to be filed or (if earlier) by the end of the fourth Trading Day following the date on which such Holder receives draft materials in accordance with this Section. The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement and shall not be required to pay any liquidated or other damages under Section 2(c) hereof to such Holder who fails to furnish to the Company a fully completed Selling Shareholder Questionnaire as required by this Section or other information reasonably requested by the Company for compliance with applicable registration and disclosure requirements.

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     4. Registration Expenses. All fees and expenses of the Company incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company, whether or not any Registrable Securities are sold pursuant to a Registration Statement, including without limitation all registration, listing, and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company.

     5. Indemnification.

          (a) Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, agents, investment advisors, partners, members and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”) arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii) through (v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d) and provided such corrected prospectus would have avoided such Losses. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware arising from or in connection with the transactions contemplated by this Agreement.

          (b) Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses to the extent arising out of or relating to: (i) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act after being advised by the Company that it has not satisfied the conditions of Rule 172 and that such Holder is, as a consequence, required to deliver a prospectus in connection with any disposition of Registrable Securities and has provided the Holder with a current prospectus to be used in connection with any such dispositions or (ii) any untrue statement of a material fact contained in any Registration Statement, any Prospectus, or

8

any form of prospectus, or in any amendment or supplement thereto, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent that, (1) such untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii) through (v), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d) and provided such corrected prospectus would have avoided such Losses. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

          (c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to participate in, and, to the extent the Indemnifying Party so desires, assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except to the extent that the Indemnifying Party is prejudiced by such failure, including impairment in its ability to defend such action.

          An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (2) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall reasonably believe based upon the advice of counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel (one law firm) shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all

9

liability on claims that are the subject matter of such Proceeding. The Indemnified Party shall cooperate fully with the Indemnifying Party in connection with any negotiation or defense of any such Proceeding by the Indemnifying Party and shall furnish to the Indemnifying Party all information reasonably available to the Indemnified Party that relates to such Proceeding.

          Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party subject to indemnification under Section 5(a) (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with these Sections) shall be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party (provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

          (d) Contribution. In the event that indemnification under Section 5(a) or 5(b) is unavailable to or insufficient to hold harmless an Indemnified Party for any Losses (by reason of unenforceability due to public policy or otherwise), then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 5(c), any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

          The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission or other event under 5(a) or 5(b), as the case may be, to which such contribution applies.

          The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

10

     6. Miscellaneous.

          (a) Remedies. In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agree that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

          (b) No Piggyback on Registrations. Except as and to the extent specified in Schedule 6(b) hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in the Registration Statement other than the Registrable Securities and any shares of Common Stock issued upon redemption of the Notes in accordance with the terms of the Notes, and the Company shall not after the date hereof enter into any agreement providing any such right to any of its security holders.

          (c) Compliance. Each Holder covenants and agrees that (i) it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement; and (ii) it has no present plan, intention or understanding and has made no arrangement to sell the Registrable Securities at any predetermined time or for any predetermined price (other than such Holder’s right to sell the Registrable Securities pursuant to a Registration Statement filed pursuant hereto).

          (d) Discontinued Disposition. Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as practicable. The Company may provide appropriate stop orders to enforce the provisions of this paragraph.

          (e) Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities then required hereunder to be registered at such time and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit

11

plans, then the Company shall send to each Holder written notice of such determination and, if within fifteen days after receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities (not already covered by an effective Registration Statement) such holder requests to be registered, subject to customary underwriter cutbacks applicable to holders of registration rights and subject to restrictions in prior registration agreements.

          (f) Amendments and Waivers. No provision of this Agreement may be waived or amended and waivers or consents to departures from the provisions hereof may not be given except in a written instrument signed by the Company and the Holders who hold (or have the right to acquire upon exercise of the Warrants and, if applicable, the Extension Warrants) majority of the shares of Common Stock issued or issuable upon exercise of the Warrants and, if applicable, the Extension Warrants. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of one or more Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.

          (g) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.

          (h) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign its rights or obligations hereunder without the prior written consent of each Holder of then-outstanding Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement.

          (i) Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

          (j) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings to resolve any dispute concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees

12

or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”) although depositions may be taken in other places. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Agreement, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

          (k) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

          (l) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

          (m) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

          (n) Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. The decision of each Holder to acquire Registrable Securities pursuant to the Transaction Documents has been made independently of any other Holder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder acknowledges that no other Holder has acted as agent for such Holder in connection with making its investment hereunder

13

and that no Holder will be acting as agent of such Holder in connection with monitoring its investment in the Securities or enforcing its rights under the Transaction Documents. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary (but may be permissible) for any other Holder to be joined as an additional party in any Proceeding for such purpose.

14

          IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS REGISTRATION RIGHTS Agreement as of the date first written above.

HOLLYWOOD MEDIA CORP.
By:	/s/ Mitchell Rubenstein
	Name:	Mitchell Rubenstein
	Title:	Chairman and Chief Executive Officer

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES OF INVESTORS TO FOLLOW]

          IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

INVESTOR
Bonanza Master Fund Ltd.
By:	/s/ Brian Ladin
	Name: Brian Ladin
	Title: Managing Director
Address for Notice and Residence:
	300 Crescent Court
	Suite 1740
	Dallas, TX 75201
	Phone: 214.615.7090
	Email: bladin@bonanzacapital.com

          IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

INVESTOR
JMG Capital Partners, L.P.
By:	/s/ Jonathan Glaser
	Name: Jonathan Glaser
	Title: Member Manager of the GP
Address for Notice and Residence:
	11601 Wilshire Blvd. Suite 2180
	Los Angeles, CA 90025

          IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

INVESTOR
JMG Triton Offshore Fund Ltd.
By:	/s/ Jonathan Glaser Name: Jonathan Glaser Title: Member Manager
Address for Notice and Residence:

Notice:	11601 Wilshire Blvd. Suite 2180
	Los Angeles, CA 90025
Residence:	Wickams Cay
	Road Town Tortola
	Kaya Flamboyan 9
	Curacao Netherlands Antilles
	BV1

          IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

INVESTOR
WS Opportunity Fund International, Ltd.
By:	WS Ventures Management, L.P., as agent and attorney-in-fact
By:	WSV Management, L.L.C., General Partner
By:	/s/ Patrick Walker
	Patrick Walker, Member
WS Opportunity Fund International, Ltd. 300 Crescent Court, Suite 1111 Dallas, TX 75201 214-756-6073 (telephone) 214-756-6079 (fax) Attn: Joe Worsham (joe@walksmith.com)

          IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

INVESTOR
WS Opportunity Fund, L.P.
By:	WS Ventures Management, L.P., General Partner
By:	WSV Management, L.L.C., General Partner
By:	/s/ Patrick Walker
	Patrick Walker, Member
WS Opportunity Fund, L.P.
300 Crescent Court, Suite 1111
Dallas, TX 75201
214-756-6073 (telephone)
214-756-6079 (fax)
Attn: Joe Worsham (joe@walksmith.com)

          IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

INVESTOR
WS Opportunity Fund (QP), L.P.
By:	WS Ventures Management, L.P., General Partner
By:	WSV Management, L.L.C., General Partner
By:	/s/ Patrick Walker
	Patrick Walker, Member
WS Opportunity Fund (QP), L.P.
300 Crescent Court, Suite 1111
Dallas, TX 75201
214-756-6073 (telephone)
214-756-6079 (fax)
Attn: Joe Worsham (joe@walksmith.com)

          IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

INVESTOR
SRB Greenway Capital, LP
By:	SRB Management, L.P., General Partner
By:	BC Advisors, L.L.C., General Partner
By:	/s/ Steven R. Becker
	Steven R. Becker, Member
SRB Greenway Capital, L.P.
300 Crescent Court, Suite 1111
Dallas, TX 75201
214-756-6073 (telephone)
214-756-6079 (fax)
Attn: Joe Worsham (joe@walksmith.com)

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

INVESTOR
SRB Greenway Offshore Operating Fund, L.P.
By:	SRB Management, L.P., General Partner
By:	BC Advisors, L.L.C., General Partner
By:	/s/ Steven Becker
	Steven Becker, Member
SRB Greenway Offshore Operating Fund, L.P.
300 Crescent Court, Suite 1111
Dallas, TX 75201
214-756-6073 (telephone)
214-756-6079 (fax)
Attn: Joe Worsham (joe@walksmith.com)

     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

INVESTOR
SRB Greenway Capital (QP), L.P.
By:	SRB Management, L.P., General Partner
By:	BC Advisors, L.L.C., General Partner
By:	/s/ Steven R. Becker
	Steven R. Becker, Member
SRB Greenway Capital (QP), L.P.
300 Crescent Court, Suite 1111
Dallas, TX 75201
214-756-6073 (telephone)
214-756-6079 (fax)
Attn: Joe Worsham (joe@walksmith.com)

EX-5.1

Exhibit 5.1

Hollywood Media Corp.
2255 Glades Road, Suite 221-A
Boca Raton, Florida 33431

January 6, 2006

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement (“Registration Statement”) on Form S-3 of Hollywood Media Corp., a Florida corporation (the “Company”), to be filed with the Securities and Exchange Commission on or about December 30, 2005 in connection with the registration under the Securities Act of 1933 of 700,000 shares of Common Stock of the Company (the “Warrant Shares”) issuable upon exercise of Common Stock Purchase Warrants dated November 23, 2005(the “Warrants”), issued to purchasers pursuant to a Note Purchase Agreement dated November 22, 2005, among the Company and such purchasers.

     We are of the opinion that the Warrant Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued pursuant to the terms of the Warrants (including the payment of the exercise price for the Warrant Shares) and the countersigning of the certificate or certificates representing the Warrant Shares by a duly authorized signatory of the registrar of the Common Stock, the Warrant Shares will be validly issued, fully paid and non-assessable.

     We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

        FOLEY & LARDNER

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

     We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3, No. 333-00000) and related Prospectus of Hollywood Media Corp. for the registration of 700,000 shares of its common stock and to the incorporation by reference therein of our report dated March 28, 2005, with respect to the consolidated financial statements of Hollywood Media Corp. included in its Annual Report on Form 10-K for the year ended December 31, 2004, and our report dated April 28, 2005 with respect to Hollywood Media Corp. management’s assessment of the effectiveness of internal control over financial reporting of Hollywood Media Corp. as of December 31, 2004, included in its Annual Report on Form 10-K/A for the year ended December 31, 2004, each filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
Certified Public Accountants

Ft. Lauderdale, Florida

January 4, 2006