Exhibit 10.9

                                    EXHIBIT I

                      (To be Executed by Registered Holder
                         in order to Convert Debenture)

                                CONVERSION NOTICE
                                       FOR
                6% SENIOR CONVERTIBLE DEBENTURE DUE MAY 22, 2005

                  The undersigned, MITCHELL RUBENSTEIN AND LAURIE SILVERS as
joint tenants by the entirety, as Holder of the 6% Senior Convertible Debenture
Due May 22, 2005 of HOLLYWOOD MEDIA CORP. (the "Company"), No. 4, in the
outstanding principal amount of $500,000 (the "Debenture"), hereby elects to
convert ALL of the outstanding principal amount of the Debenture into shares of
Common Stock, par value $.01 per share (the "Common Stock"), of the Company
according to the conditions of the Debenture, as of the date written below.

         Date of Conversion:  August 20, 2004

         Principal Amount of Debentures to be converted:  $500,000

         Tax ID Number (If applicable):  on file

Please confirm the following information:

         Conversion Price:  $3.05 per Share

         Number of shares of Common Stock to be issued:  163,935 SHARES

         Is the Variable Price being relied on pursuant to Section 6(c) of the
Debenture?

         (check one)  YES ____ No _X_

         Please issue the Common Stock into which the Debentures are being
converted and, if applicable, any check drawn on an account of the Company in
the following name and to the following address:

         Issue to:  Mitchell Rubenstein and Laurie Silvers as joint tenants by
         the entirety

         Address:  home address - on file

         Telephone Number:

         Facsimile Number:

         Authorization (SIGNATURE) :  /s/ Mitchell Rubenstein
                        ---------   --------------------------------------------

         By (PRINT NAME) : Mitchell Rubenstein
             ----------

         Authorization (SIGNATURE) :  /s/ Laurie Silvers
                        ---------   --------------------------------------------

         By (PRINT NAME) : Laurie Silvers
             ----------

         Dated:  August 20, 2004




                                 ACKNOWLEDGMENT


         HOLLYWOOD MEDIA CORP. (the "Company") hereby acknowledges this
Conversion Notice by MITCHELL RUBENSTEIN AND LAURIE SILVERS as joint tenants by
the entirety and hereby directs American Stock Transfer & Trust Co. to issue the
above indicated 163,935 shares of Common Stock in accordance with the attached
Conversion Notice and further instructions to be sent by the Company's legal
counsel including directions as to restrictive legends due to registration
requirements and exemptions under securities laws if applicable.

In accordance with said Instructions, the stock certificates for such shares may
be issued.


                                             HOLLYWOOD MEDIA CORP.


                                             By:  /s/ Mitchell Rubenstein
                                                  ------------------------------
                                             Name: Mitchell Rubenstein
                                             Title: Chief Executive Officer

Dated:  August 20, 2004