HOLLYWOOD COM INC
EXHIBIT 10.6
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>

                                                                  EXHIBIT 10.6
                                                                  ------------


                                                                  EXECUTION COPY


THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR OTHERWISE. THIS WARRANT SHALL NOT
CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE
SECURITIES ARE "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS
PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.



                          COMMON STOCK PURCHASE WARRANT

No. W2

              To Purchase Shares of $.01 Par Value Common Stock of

                               HOLLYWOOD.COM, INC.

         THIS CERTIFIES that, for value received, WESTGATE INTERNATIONAL, L.P.
(the "INVESTOR") is entitled, upon the terms and subject to the conditions
hereinafter set forth, at any time on or after the date hereof and on or prior
to 5:00 p.m. New York City Time on August 22, 2003 (the "TERMINATION DATE"), but
not thereafter, to subscribe for and purchase from HOLLYWOOD.COM, INC., a
Florida corporation (the "COMPANY"), 30,000 shares of Common Stock of the
Company (the "WARRANT SHARES"). The "EXERCISE PRICE" is $10.00. The Exercise
Price and the number of shares for which the Warrant is exercisable shall be
subject to adjustment as provided herein. This Warrant is being issued in
connection with the Common Stock Investment Agreement (the "INVESTMENT
AGREEMENT") and the Registration Rights Agreement, each dated August 22, 2000
and entered into between the Company and the Investor. Capitalized terms used
herein and not otherwise defined shall have the meaning ascribed thereto in the
Investment Agreement.

1.       Title of Warrant. Prior to the expiration hereof and subject to
         compliance with applicable laws, this Warrant and all rights hereunder
         are transferable, in whole or in respect of the right to purchase any
         part of the 30,000 Warrant Shares, at the office or agency of the
         Company by the holder hereof in person or by duly authorized attorney,
         upon surrender of this Warrant together with (a) the Assignment Form
         annexed hereto properly endorsed, and (b) any other documentation
         reasonably necessary to satisfy the Company that such transfer is in
         compliance with all applicable securities laws.

2.       Authorization of Shares. The Company covenants that all shares of
         Common Stock which may be issued upon the exercise of rights
         represented by this Warrant will, upon exercise of the rights
         represented by this Warrant and payment of the Exercise Price as set
         forth herein will be duly authorized, validly issued, fully paid and
         nonassessable and free from all taxes, liens and charges in respect of


<PAGE>
         the issue thereof (other than taxes in respect of any transfer
         occurring contemporaneously with such issue or otherwise specified
         herein).

3.       Exercise of Warrant.

(a)      Exercise of the purchase rights represented by this Warrant may be made
         at any time or times, in whole or in part before the close of business
         on the Termination Date, or such earlier date on which this Warrant may
         terminate as provided in paragraph 11 below, by the surrender on any
         business day of this Warrant and the Notice of Exercise annexed hereto
         duly completed and executed, at the principal office of the Company (or
         such other office or agency of the Company as it may designate by
         notice in writing to the registered holder hereof at the address of
         such holder appearing on the books of the Company), together with
         delivery to the Company by such holder of all certifications or
         documentation reasonably necessary to establish, to the satisfaction of
         the Company, that any such exercise has been undertaken in compliance
         with all applicable federal and state securities laws, and upon payment
         of the full Exercise Price of the shares thereby purchased; whereupon
         the holder of this Warrant shall be entitled to receive a certificate
         for the number of shares of Common Stock so purchased. Certificates for
         shares purchased hereunder shall be delivered to the holder hereof
         within three (3) Trading Days after the date on which this Warrant
         shall have been exercised as aforesaid. Payment of the Exercise Price
         of the shares shall be by certified check or cashier's check or by wire
         transfer (of same day funds) to an account designated by the Company in
         an amount equal to the Exercise Price multiplied by the number of
         shares being purchased.

(b)      In the event that the Warrant is not exercised in full, the number of
         Warrant Shares shall be reduced by the number of such Warrant Shares
         for which this Warrant is exercised and/or surrendered, and the
         Company, at its expense, shall within three (3) Trading Days issue and
         deliver to or upon the order of the Warrant holder a new Warrant of
         like tenor in the name of Warrant holder or as Warrant holder (upon
         payment by Warrant holder of any applicable transfer taxes) may
         request, reflecting such adjusted Warrant Shares.

         All exercises will be deemed to occur as of the date of the Notice of
         Exercise, and certificates for shares of Common Stock purchased
         hereunder to the holder hereof within three (3) Trading Days after the
         date on which this Warrant shall have been exercised as aforesaid. The
         Warrant holder may withdraw its Notice of Exercise under Section 3(a)
         or 3(b) at any time thereafter if the Company fails to timely deliver
         the applicable certificates to the Warrant holder as provided in this
         Agreement.

(c)      In lieu of delivering physical certificates representing the Common
         Stock issuable upon exercise, provided the Company's transfer agent is
         participating in the Depository Trust Company ("DTC") Fast Automated
         Securities Transfer ("FAST") program, upon request of the Warrant
         Holder, the Company shall use its best efforts to cause its transfer
         agent to electronically transmit the Common Stock issuable upon
         exercise to the Warrant Holder by crediting the account of Warrant
         Holder's prime broker with DTC through its Deposit Withdrawal Agent


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<PAGE>
         Commission ("DWAC") system. The time periods for delivery described in
         the immediately preceding paragraph shall apply to the electronic
         transmittals described herein.

         The term "TRADING DAY" means (x) if the Common Stock is listed on the
         New York Stock Exchange or the American Stock Exchange, a day on which
         there is trading on such stock exchange, or (y) if the Common Stock is
         not listed on either of such stock exchanges but sale prices of the
         Common Stock are reported on Nasdaq National Market or another
         automated quotation system, a day on which trading is reported on the
         principal automated quotation system on which sales of the Common Stock
         are reported, or (z) if the foregoing provisions are inapplicable, a
         day on which quotations are reported by National Quotation Bureau
         Incorporated.

(d)      If, on the six (6) month anniversary of the date a registration
         statement covering the Warrant Shares was declared effective by the
         Securities and Exchange Commission, the Investors continue to
         beneficially own at least 75% of the aggregate number of "Initial
         Shares" and Adjustment Shares purchased under the Investment Agreement,
         net of any short position by the Investors with respect to the Common
         Stock, then the Exercise Price automatically and permanently shall be
         reduced to $8.84, subject to continuing adjustment as provided in this
         Warrant. To cause the Exercise Price to be reduced in accordance with
         the previous sentence, the Investors shall send the Company written
         notice within 10 Trading Days after such 6 month anniversary,
         certifying that the condition in the previous sentence has been
         satisfied.

4.       Optional Redemption of Warrants. At any time after the Effective Date,
         if the closing bid price for the Common Stock on the Principal Market
         exceeds 200% of the Exercise Price for a period of ten (10) consecutive
         Trading Days, the Company may elect, upon forty (40) trading days'
         prior written notice to all but not fewer than all the Warrant Holders
         (the "WARRANT REDEMPTION NOTICE"), to force the redemption of all but
         not less than all the Warrants at the redemption price of $.01 per
         underlying Warrant Share; provided there shall be no such redemption on
         the fortieth (40th) trading day after the Warrant Holders receive the
         Warrant Redemption Notice (the "WARRANT REDEMPTION DATE") unless on
         each of the forty (40) trading days prior to the Warrant Redemption
         Date there shall have been Effective Registration. Nothing shall
         prohibit the Warrant holders from exercising the Warrants after
         receiving the Warrant Redemption Notice but before the Warrant
         Redemption Date.

5.       No Fractional Shares or Scrip. No fractional shares or scrip
         representing fractional shares shall be issued upon the exercise of
         this Warrant.

6.       Charges, Taxes and Expenses. Issuance of certificates for shares of
         Common Stock upon the exercise of this Warrant shall be made without
         charge to the holder hereof for any issue or transfer tax or other
         incidental expense in respect of the issuance of such certificate, all
         of which taxes and expenses shall be paid by the Company, and such
         certificates shall be issued in the name of the holder of this Warrant


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<PAGE>
         or in such name or names as may be directed by the holder of this
         Warrant; provided, however, that in the event certificates for shares
         of Common Stock are to be issued in a name other than the name of the
         holder of this Warrant, this Warrant when surrendered for exercise
         shall be accompanied by the Assignment Form attached hereto duly
         executed by the holder hereof; and provided further, that the Company
         shall not be required to pay any tax or taxes which may be payable in
         respect of any transfer involved in the issuance of any Warrant
         certificates or any certificates for the Warrant Shares other than the
         issuance of a Warrant Certificate to the Investor in connection with
         the Investor's surrender of a Warrant Certificate upon the exercise of
         less than all of the Warrants evidenced thereby, and the Company shall
         not be required to issue or deliver such certificates unless or until
         the person or persons requesting the issuance thereof shall have paid
         to the Company the amount of such tax or shall have established to the
         satisfaction of the Company that such tax has been paid.

7.       Closing of Books. The Company will at no time close its shareholder
         books or records in any manner which interferes with the timely
         exercise of this Warrant.

8.       No Rights as Shareholder until Exercise. Subject to Section 13 of this
         Warrant and the provisions of any other written agreement between the
         Company and the Investor, the Investor shall not be entitled to vote or
         receive dividends or be deemed the holder of Warrant Shares or any
         other securities of the Company that may at any time be issuable on the
         exercise hereof for any purpose, nor shall anything contained herein be
         construed to confer upon the Investor, as such, any of the rights of a
         stockholder of the Company or any right to vote for the election of
         directors or upon any matter submitted to stockholders at any meeting
         thereof, or to give or withhold consent to any corporate action
         (whether upon any recapitalization, issuance of stock, reclassification
         of stock, change of par value, or change of stock to no par value,
         consolidation, merger, conveyance or otherwise) or to receive notice of
         meetings, or to receive dividends or subscription rights or otherwise
         until the Warrant shall have been exercised as provided herein.
         However, at the time of the exercise of this Warrant pursuant to
         Section 3 hereof, the Warrant Shares so purchased hereunder shall be
         deemed to be issued to such holder as the record owner of such shares
         as of the close of business on the date on which this Warrant shall
         have been exercised.

9.       Assignment and Transfer of Warrant. This Warrant may be assigned in
         whole or in part by the surrender of this Warrant and the Assignment
         Form annexed hereto duly executed at the office of the Company (or such
         other office or agency of the Company as it may designate by notice in
         writing to the registered holder hereof at the address of such holder
         appearing on the books of the Company); provided, however,
         that this Warrant may not be resold or otherwise transferred
         except (i) in a transaction registered under the Securities Act of
         1933, as amended (the "ACT"), or (ii) in a transaction pursuant to an
         exemption, if available, from registration under the Act and whereby,
         if requested by the Company, an opinion of counsel reasonably
         satisfactory to the Company is obtained by the holder of this Warrant
         to the effect that the transaction is so exempt.


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<PAGE>
10.      Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the
         Company of evidence reasonably satisfactory to it of the loss, theft,
         destruction or mutilation of any Warrant or stock certificate
         representing the Warrant Shares, and in case of loss, theft or
         destruction, of indemnity reasonably satisfactory to it, and upon
         reimbursement to the Company of all reasonable expenses incidental
         thereto, and upon surrender and cancellation of such Warrant or stock
         certificate, if mutilated, the Company will make and deliver a new
         Warrant or stock certificate of like tenor and dated as of such
         cancellation, in lieu of this Warrant or stock certificate.

11.      Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
         taking of any action or the expiration of any right required or granted
         herein shall be a Saturday, Sunday or a legal holiday, then such action
         may be taken or such right may be exercised on the next succeeding day
         not a legal holiday.

12.      Effect of Certain Events. If at any time while this Warrant or any
         portion thereof is outstanding and unexpired there shall be (i) a sale
         or conveyance of all or substantially all of the Company's assets or
         (ii) a transaction (by merger or otherwise) in which more than 50% of
         the voting power of the Company is disposed of (collectively, a "SALE
         OR MERGER TRANSACTION"), in which the consideration to be received by
         the Company or its shareholders consists solely of cash, and in case
         the Company shall at any time effect a Sale or Merger Transaction in
         which the consideration to be received by the Company or its
         shareholders consists in part of consideration other than cash, the
         holder of this Warrant shall have the right thereafter to purchase, by
         exercise of this Warrant and payment of the aggregate Exercise Price in
         effect immediately prior to such action, the kind and amount of shares
         and other securities and property which it would have owned or have
         been entitled to receive after the happening of such transaction had
         this Warrant been exercised immediately prior thereto, subject to
         further adjustment as provided in Section 13. Notwithstanding the
         above, a Sale or Merger Transaction shall not be deemed to occur in the
         event the Company is the acquiring entity in connection with an
         acquisition by the Company.

13.      Adjustments of Exercise Price and Number of Warrant Shares.

         The number of and kind of securities purchasable upon exercise of this
         Warrant and the Exercise Price shall be subject to adjustment from time
         to time as follows:

(a)      Subdivisions, Combinations and other Issuances. If the Company shall at
         any time after the date hereof but prior to the expiration of this
         Warrant subdivide its outstanding securities as to which purchase
         rights under this Warrant exist, by split-up, spin-off, or otherwise,
         or combine its outstanding securities as to which purchase rights under
         this Warrant exist, the number of Warrant Shares as to which this
         Warrant is exercisable as of the date of such subdivision, split-up,
         spin-off or combination shall forthwith be proportionately increased in
         the case of a subdivision, or proportionately decreased in the case of
         a combination. Appropriate proportional adjustments (decrease in the
         case of subdivision, increase in the case of combination) shall also be
         made to the Exercise Price payable per share, so that the aggregate


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<PAGE>
         Exercise Price payable for the total number of Warrant Shares
         purchasable under this Warrant as of such date shall remain the same as
         it would have been before such subdivision or combination.

(b)      Stock Dividend. If at any time after the date hereof the Company
         declares a dividend or other distribution on Common Stock payable in
         Common Stock or other securities or rights convertible into Common
         Stock ("COMMON STOCK EQUIVALENTS") without payment of any consideration
         by holders of Common Stock for the additional shares of Common Stock or
         the Common Stock Equivalents (including the additional shares of Common
         Stock issuable upon exercise or conversion thereof), then the number of
         shares of Common Stock for which this Warrant may be exercised shall be
         increased as of the record date (or the date of such dividend
         distribution if no record date is set) for determining which holders of
         Common Stock shall be entitled to receive such dividends, in proportion
         to the increase in the number of outstanding shares (and shares of
         Common Stock issuable upon conversion of all such securities
         convertible into Common Stock) of Common Stock as a result of such
         dividend, and the Exercise Price shall be proportionately reduced so
         that the aggregate Exercise Price for all the Warrant Shares issuable
         hereunder immediately after the record date (or on the date of such
         distribution, if applicable), for such dividend shall equal the
         aggregate Exercise Price so payable immediately before such record date
         (or on the date of such distribution, if applicable).

(c)      Other Distributions. If at any time after the date hereof the Company
         distributes to holders of its Common Stock, other than as part of its
         dissolution, liquidation or the winding up of its affairs, any shares
         of its capital stock, any evidence of indebtedness or any of its assets
         (other than Common Stock), then the number of Warrant Shares for which
         this Warrant is exercisable shall be increased to equal: (i) the number
         of Warrant Shares for which this Warrant is exercisable immediately
         prior to such event, (ii) multiplied by a fraction, (A) the numerator
         of which shall be the Fair Market Value (as defined below) per share of
         Common Stock on the record date for the dividend or distribution, and
         (B) the denominator of which shall be the Fair Market Value per share
         of Common Stock on the record date for the dividend or distribution
         minus the amount allocable to one share of Common Stock of the value
         (as jointly determined in good faith by the Board of Directors of the
         Company and the Warrant Holder) of any and all such evidences of
         indebtedness, shares of capital stock, other securities or property, so
         distributed. For purposes of this Warrant, "FAIR MARKET VALUE" shall
         equal the 10 Trading Day average closing trading price of the Common
         Stock on the Principal Market for the 10 Trading Days preceding the
         date of determination or, if the Common Stock is not listed or admitted
         to trading on any Principal Market, the average of the closing bid and
         asked prices on the over-the-counter market as furnished by any New
         York Stock Exchange member firm reasonably selected from time to time
         by the Company for that purpose and reasonably acceptable to the
         Holder, or, if the Common Stock is not listed or admitted to trading on
         the Principal Market or traded over-the-counter and the average price
         cannot be determined as contemplated above, the Fair Market Value of
         the Common Stock shall be as reasonably determined in good faith by the
         Company's Board of Directors with the concurrence of the Holder. The


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<PAGE>
         Exercise Price shall be reduced to equal: (i) the Exercise Price in
         effect immediately before the occurrence of any event (ii) multiplied
         by a fraction, (A) the numerator of which is the number of Warrant
         Shares for which this Warrant is exercisable immediately before the
         adjustment, and (B) the denominator of which is the number of Warrant
         Shares for which this Warrant is exercisable immediately after the
         adjustment.

(d)      Merger, etc. If at any time after the date hereof there shall be a
         merger or consolidation of the Company with or into or a transfer of
         all or substantially all of the assets of the Company to another
         entity, then the Warrant Holder shall be entitled to receive upon or
         after such transfer, merger or consolidation becoming effective, and
         upon payment of the Exercise Price then in effect, the number of shares
         or other securities or property of the Company or of the successor
         corporation resulting from such merger or consolidation, which would
         have been received by Warrant Holder for the shares of stock subject to
         this Warrant had this Warrant been exercised just prior to such
         transfer, merger or consolidation becoming effective or to the
         applicable record date thereof, as the case may be; the terms of this
         Warrant automatically shall be applicable to the securities or property
         receivable upon the exercise of this Warrant after consummation of such
         merger or consolidation.

(e)      Reclassification, etc. If at any time after the date hereof there shall
         be a reorganization or reclassification of the securities as to which
         purchase rights under this Warrant exist into the same or a different
         number of securities of any other class or classes, then the Warrant
         Holder shall thereafter be entitled to receive upon exercise of this
         Warrant, during the period specified herein and upon payment of the
         Exercise Price then in effect, the number of shares or other securities
         or property resulting from such reorganization or reclassification,
         which would have been received by the Warrant Holder for the shares of
         stock subject to this Warrant had this Warrant at such time been
         exercised.

14.      Voluntary Adjustment by the Company. The Company may at its option, at
         any time during the term of this Warrant, reduce but not increase the
         then current Exercise Price to any amount and for any period of time
         deemed appropriate by the Board of Directors of the Company.

15.      Notice of Adjustment. Whenever the number of Warrant Shares or number
         or kind of securities or other property purchasable upon the exercise
         of this Warrant or the Exercise Price is adjusted, the Company shall
         promptly mail to the holder of this Warrant a notice setting forth the
         number of Warrant Shares (and other securities or property) purchasable
         upon the exercise of this Warrant and the Exercise Price of such
         Warrant Shares after such adjustment and setting forth a brief
         statement of the facts requiring such adjustment.

16.      Authorized Shares. The Company covenants that during the period the
         Warrant is outstanding and exercisable, it will reserve from its
         authorized and unissued Common Stock a sufficient number of shares to
         provide for the issuance of the Warrant Shares upon the exercise of any
         purchase rights under this Warrant. The Company further covenants that
         its issuance of this Warrant shall constitute full authority to its
         officers who are charged with the duty of executing stock certificates


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         to execute and issue the necessary certificates for the Warrant Shares
         upon the exercise of the purchase rights under this Warrant. The
         Company will take all such reasonable action as may be necessary to
         assure that such Warrant Shares may be issued as provided herein
         without violation of any applicable law or regulation, or of any
         requirements of the Nasdaq National Market or any domestic securities
         exchange upon which the Common Stock may be listed.

17.      9.99% Limitation.

         (1) Notwithstanding anything to the contrary contained herein, the
number of shares of Common Stock that may be acquired by the Investor upon
exercise pursuant to the terms hereof shall not exceed a number that, when added
to the total number of shares of Common Stock deemed beneficially owned by such
holder (other than by virtue of the ownership of securities or rights to acquire
securities (including the Warrant) that have limitations on the Investor's right
to convert, exercise or purchase similar to the limitation set forth herein (the
"EXCLUDED Shares")), together with all shares of Common Stock deemed
beneficially owned (not counting such affiliate's Excluded Shares) by the
holder's "affiliates" (as defined Rule 144 of the Act) ("AGGREGATION PARTIES")
that would be aggregated for purposes of determining whether a group under
Section 13(d) of the Securities Exchange Act of 1934, as amended, exists, would
exceed 9.99% of the total issued and outstanding shares of the Company's Common
Stock (the "RESTRICTED OWNERSHIP PERCENTAGE"). Each Holder shall have the right
(w) at any time and from time to time to reduce its Restricted Ownership
Percentage immediately upon notice to the Company and (x) at any time and from
time to time, to increase its Restricted Ownership Percentage immediately in the
event of the announcement as pending or planned of a Major Transaction (as such
term is defined in the Investment Agreement).

         (2) The Investor covenants at all times on each day (each such day
being referred to as a "COVENANT DAY") as follows: During the balance of such
Covenant Day and the succeeding sixty-one (61) days (the balance of such
Covenant Day and the succeeding 61 days being referred to as the "COVENANT
PERIOD") such Investor will not acquire shares of Common Stock pursuant to any
right (including the exercise of the Warrant) existing at the commencement of
the Covenant Period to the extent the number of shares so acquired by such
holder and its Aggregation Parties (ignoring all dispositions) would exceed:

         (x)      the Restricted Ownership Percentage of the total number of
                  shares of Common Stock outstanding at the commencement of the
                  Covenant Period,

         minus

         (y)      the number of shares of Common Stock owned by such holder and
                  its Aggregation Parties at the commencement of the Covenant
                  Period.

                           A new and independent covenant will be deemed to be
                  given by the holder as of each moment of each Covenant Day. No
                  covenant will terminate, diminish or modify any other
                  covenant. The holder agrees to comply with each such covenant.


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<PAGE>
                  This Section 17 controls in the case of any conflict with any
                  other provision of the Transaction Documents.

                           The Company's obligation to issue Warrant Shares
                  which would exceed such limits referred to in this Section 17
                  shall be suspended to the extent necessary until such time, if
                  any, as Warrant Shares may be issued in compliance with such
                  restrictions.

18.      Compliance with Securities Laws. (a) The holder hereof acknowledges
         that the Warrant Shares acquired upon the exercise of this Warrant, if
         not registered (or if no exemption from registration exists), will have
         restrictions upon resale imposed by state and federal securities laws.
         Each certificate representing the Warrant Shares issued to the Holder
         upon exercise (if not registered or if no exemption from registration
         exists) will bear the following legend:

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
         COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
         AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE
         DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
         UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
         IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS,
         BASED ON AN OPINION LETTER OF COUNSEL SATISFACTORY TO THE COMPANY OR A
         NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

(b)      Without limiting the Investor's right to transfer, assign or otherwise
         convey the Warrant or Warrant Shares in compliance with all applicable
         securities laws, the Investor of this Warrant, by acceptance hereof,
         acknowledges that this Warrant and the Warrant Shares to be issued upon
         exercise hereof are being acquired solely for the Investor's own
         account and not as a nominee for any other party, and that the Investor
         will not offer, sell or otherwise dispose of this Warrant or any
         Warrant Shares to be issued upon exercise hereof except under
         circumstances that will not result in a violation of applicable federal
         and state securities laws. Upon exercise of this Warrant, the Investor
         shall, if requested by the Company, confirm in writing, in a form
         satisfactory to the Company, appropriate investment representations and
         warranties as those delineated in this Section 18, including without
         limitation, that the Warrant Shares of Common Stock so purchased are
         being acquired solely for the Investor's own account and not as a
         nominee for any other party, for investment, and not with a view toward
         distribution or resale.


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<PAGE>
(c)      Neither this Warrant nor any Share of Common Stock issued upon exercise
         of this Warrant may be offered for sale or sold, or otherwise
         transferred or sold in any transaction which would constitute a sale
         thereof within the meaning of the Act, unless (i) such security has
         been registered for sale under the Act and registered or qualified
         under applicable state securities laws relating to the offer an sale of
         securities, or (ii) exemptions from the registration requirements of
         the Act and the registration or qualification requirements of all such
         state securities laws are available and the Company shall have received
         an opinion of counsel that the proposed sale or other disposition of
         such securities may be effected without registration under the Act,
         such counsel and such opinion to be satisfactory to the Company.

(d)      Investor recognizes that investing in the Warrant and the Warrant
         Shares involves a high degree of risk, and Investor is in a financial
         position to hold the Warrant and the Warrant Shares indefinitely and is
         able to bear the economic risk and withstand a complete loss of its
         investment in the Warrant and the Warrant Shares. The Investor is a
         sophisticated investor and is capable of evaluating the merits and
         risks of investing in the Company. The Investor has had an opportunity
         to discuss the Company's business, management and financial affairs
         with the Company's management, has been given full and complete access
         to information concerning the Company, and has utilized such access to
         its satisfaction for the purpose of obtaining information or verifying
         information and have had the opportunity to inspect the Company's
         operation. Investor has had the opportunity to ask questions of, and
         receive answers from, the management of the Company (and any person
         acting on its behalf) concerning the Warrant and the Warrant Shares and
         the agreements and transactions contemplated hereby, and to obtain any
         additional information as Investor may have requested in making its
         investment decision. The initial Investor in this Warrant is an
         "accredited investor", as defined by Regulation D promulgated under the
         Act.

19.      Miscellaneous.

(a)      Issue Date; Choice Of Law; Venue; Jurisdiction. THE PROVISIONS OF THIS
         WARRANT SHALL BE CONSTRUED AND SHALL BE GIVEN EFFECT IN ALL RESPECTS AS
         IF IT HAD BEEN ISSUED AND DELIVERED BY THE COMPANY ON THE DATE HEREOF.
         THIS WARRANT SHALL BE BINDING UPON ANY SUCCESSORS OR ASSIGNS OF THE
         COMPANY. THIS WARRANT WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
         AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, EXCEPT FOR MATTERS
         ARISING UNDER THE ACT, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF
         LAW. EACH OF THE PARTIES CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE
         U.S. DISTRICT COURT SITTING IN THE STATE OF CITY OF NEW YORK IN THE
         STATE OF NEW YORK IN CONNECTION WITH ANY DISPUTE ARISING UNDER THIS
         WARRANT AND HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY
         OBJECTION, INCLUDING ANY OBJECTION BASED ON FORUM NON CONVENIENS, TO
         THE BRINGING OF ANY SUCH PROCEEDING IN SUCH JURISDICTION. EACH PARTY
         HEREBY AGREES THAT IF THE OTHER PARTY TO THIS WARRANT OBTAINS A


                                       10
<PAGE>
         JUDGMENT AGAINST IT IN SUCH A PROCEEDING, THE PARTY WHICH OBTAINED SUCH
         JUDGMENT MAY ENFORCE SAME BY SUMMARY JUDGMENT IN THE COURTS OF ANY
         COUNTRY HAVING JURISDICTION OVER THE PARTY AGAINST WHOM SUCH JUDGMENT
         WAS OBTAINED, AND EACH PARTY HEREBY WAIVES ANY DEFENSES AVAILABLE TO IT
         UNDER LOCAL LAW AND AGREES TO THE ENFORCEMENT OF SUCH A JUDGMENT. EACH
         PARTY TO THIS WARRANT IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN
         ANY SUCH PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
         CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS IN
         ACCORDANCE WITH THIS SECTION 19(C). NOTHING HEREIN SHALL AFFECT THE
         RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
         LAW. EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY.

(b)      Modification and Waiver. This Warrant and any provisions hereof may be
         changed, waived, discharged or terminated only by an instrument in
         writing signed by the party against which enforcement of the same is
         sought. Any amendment effected in accordance with this paragraph shall
         be binding upon the Investor, each future holder of this Warrant and
         the Company. No waivers of, or exceptions to, any term, condition or
         provision of this Warrant, in any one or more instances, shall be
         deemed to be, or construed as, a further or continuing waiver of any
         such term, condition or provision.

(c)      Notices. Any notice, request or other document required or permitted to
         be given or delivered to the Investor or future holders hereof or the
         Company shall be personally delivered or shall be sent by certified or
         registered mail, postage prepaid, to the Investor or each such holder
         at its address as shown on the books of the Company or to the Company
         at the address set forth in the Investment Agreement. All notices under
         this Warrant shall be deemed to have been given when received.

         A party may from time to time change the address to which notices to it
         are to be delivered or mailed hereunder by notice in accordance with
         the provisions of this Section 19(c).

(d)      Severability. Whenever possible, each provision of this Warrant shall
         be interpreted in such manner as to be effective and valid under
         applicable law, but if any provision of this Warrant is held to be
         invalid, illegal or unenforceable in any respect under any applicable
         law or rule in any jurisdiction, such invalidity, illegality or
         unenforceability shall not affect the validity, legality or
         enforceability of any other provision of this Warrant in such
         jurisdiction or affect the validity, legality or enforceability of any
         provision in any other jurisdiction, but this Warrant shall be
         reformed, construed and enforced in such jurisdiction as if such
         invalid, illegal or unenforceable provision had never been contained
         herein.


                                       11
<PAGE>
(e)      No Impairment. The Company will not, by amendment of its Articles of
         Incorporation or through any reorganization, transfer of assets,
         consolidation, merger, dissolution, issue or sale of securities or any
         other voluntary action, avoid or seek to avoid the observance or
         performance of any of the terms of this Warrant, but will at all times
         in good faith assist in the carrying out of all such terms and in the
         taking of all such action as may be necessary or appropriate in order
         to protect the rights of the Warrant Holder against impairment. Without
         limiting the generality of the foregoing, the Company (a) will not
         increase the par value of any Warrant Shares above the amount payable
         therefor on such exercise, and (b) will take all such action as may be
         reasonably necessary or appropriate in order that the Company may
         validly and legally issue fully paid and nonassessable Warrant Shares
         on the exercise of this Warrant.















                                       12
<PAGE>
         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officers thereunto duly authorized.

Dated: August 22, 2000

                                      HOLLYWOOD.COM, INC.

                                      By: /s/ Mitchell Rubenstein
                                          ------------------------------------
                                          Name:    Mitchell Rubenstein
                                          Title:   Chairman and CEO
Agreed and Accepted
this 22nd day of August, 2000

WESTGATE INTERNATIONAL, L.P.
By:  Elliott International Advisors, Inc., as Attorney-in-Fact

By:  /s/ Paul E. Singer
     --------------------------------
     Name:  Paul E. Singer
     Title:    President












                                       13
<PAGE>
                               NOTICE OF EXERCISE

To:      HOLLYWOOD.COM, INC.

(1) The undersigned hereby elects to purchase ________ shares of Common Stock of
HOLLYWOOD.COM, INC. pursuant to the terms of the attached Warrant, and tenders
herewith payment of the Exercise Price in full, together with all applicable
transfer taxes, if any.

(2) Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:

                           -------------------------------
                           (Name)

                           -------------------------------
                           (Address)
                           -------------------------------

(3) Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned or in such other name as is specified
below:

                           Other Name: ____________________




                                 -----------------------------------
                                 (Name)

--------------------             -----------------------------------
(Date)                           (Signature)
                                 -----------------------------------
                                 (Address)


<PAGE>
                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



         FOR VALUE RECEIVED, the foregoing Warrant of Hollywood.com, Inc. and
all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is


---------------------------------------------------------------.


---------------------------------------------------------------

                                                Dated:  ______________,


                           Holder's Signature:  _____________________________

                           Holder's Address:    _____________________________

                                                -----------------------------



Signature Guaranteed:  ___________________________________________




NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in an fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.


</TEXT>
</DOCUMENT>
