EXHIBIT 10.28

                                     Form of
                            STOCK PURCHASE AGREEMENT

     This STOCK PURCHASE AGREEMENT (this "Agreement") is dated as of January 14,
2002, by and between Hollywood Media Corp., a Florida corporation ("HOLL"), and
Fountainhead Media Services, Inc., a California corporation ("FMS").

                                    RECITALS

     A. HOLL owns 2700 shares of common stock of Baseline Acquisitions Corp., a
Delaware corporation ("Newco") (all such shares of common stock, the "Common
Shares"), such Common Shares constituting 90% of the authorized capital stock of
Newco

     B. Pursuant to the terms and conditions of that certain Transfer and
Shareholders Agreement of even date herewith (the "Transfer Agreement"), HOLL
and FMS are transferring certain assets to Newco in connection with a
transaction pursuant to Section 351 of the Internal Revenue Code of 1986, as
amended (the "Transaction").

     C. In connection with the Transaction HOLL desires to sell to FMS and FMS
desires to purchase from HOLL 300 of the Common Shares (the "Purchased Stock").

     D. It is a condition to the consummation of the Transaction that HOLL and
FMS shall enter into this Agreement to set forth certain agreements relating to
the purchase and sale of the Purchased Stock.

     E. Terms used herein but not defined herein have the meanings set forth in
the Transfer Agreement.

                                    AGREEMENT

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, FMS and HOLL, intending to be
legally bound, hereby agree as follows:

     1. PURCHASE AND SALE OF COMMON STOCK

          1.1 Purchase and Sale of Stock. In reliance upon the representations
     and warranties of HOLL contained in Section 2 and of the representations
     and warranties of FMS contained in Section 3, and subject to the terms and
     conditions set forth herein, HOLL shall sell to FMS and FMS shall purchase

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     from HOLL at the Closing (as defined in Section 1.2) the Purchased Stock in
     consideration for the payment by FMS to HOLL of Two Million Dollars
     ($2,000,000.00) in the form set forth in Section 1.3.

          1.2 The Closing. Except as hereinafter provided, the closing of the
     transactions contemplated by this Agreement (the "Closing") shall take
     place at the offices of Newco, or such other place as mutually agreed upon
     in writing by the parties, at 10:00 a.m. on the third business day
     following the date on which each of the conditions specified in Section 7.1
     and Section 8.1 (other than those as to which the parties agree will be
     satisfied at the Closing) of the Transfer Agreement has been fulfilled (or
     waived by the party entitled to waive that condition) or at such other time
     and place as FMS and HOLL may mutually agree in writing. The date on which
     the Closing of the Transaction occurs is referred to herein as the "Closing
     Date." At the Closing HOLL shall deliver to FMS a certificate representing
     the Purchased Stock.

          1.3 Consideration. The aggregate consideration to be delivered on the
     Closing Date by FMS to HOLL for the Purchased Stock shall consist of a
     Secured Promissory Note in the amount of $2,000,000 payable to HOLL in the
     form attached to the Transfer Agreement as Exhibit B secured by certain
     pledged collateral as set forth in the Pledge Agreement in the form
     attached to the Transfer Agreement as Exhibit C.

     2. REPRESENTATIONS AND WARANTIES OF HOLL

     HOLL represents and warrants to FMS as follows:

          2.1 Organization. Newco is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware and
     has all requisite corporate power and authority to own, lease and operate
     its properties and to carry on its business as now being conducted. HOLL is
     a corporation duly organized, validly existing and in good standing under
     the laws of the State of Florida and has all requisite corporate power and
     authority to own, lease and operate its properties and to carry on its
     business as now being conducted.

          2.2 Authorization of Agreement. HOLL has full corporate power and
     authority to execute and deliver this Agreement and each other agreement,
     document, instrument or certificate contemplated by this Agreement or to be
     executed by it in connection with the consummation of the transactions
     contemplated hereby and thereby and to perform fully its obligations
     hereunder and thereunder. The execution, delivery and performance by HOLL
     of this Agreement has been duly authorized by the Board of Directors of
     HOLL and by all other necessary corporate action on the part of HOLL. This
     Agreement has been duly and validly executed and delivered by HOLL and
     (assuming the due authorization, execution and delivery by the other
     parties hereto and thereto) this Agreement constitutes the legal, valid and

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     binding obligation of HOLL enforceable against HOLL in accordance with its
     terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
     reorganization, moratorium and similar laws affecting creditors' rights and
     remedies generally and subject, as to enforceability, to general principles
     of equity, including principles of commercial reasonableness, good faith
     and fair dealing (regardless of whether enforcement is sought in a
     proceeding at law or in equity).

          2.3 Consents and Approvals; No Violations. Except for filings,
     notifications, authorizations, consents and approvals as may be required
     under federal and state securities or blue sky laws, no filing with,
     notification to or consent, authorization, waiver, approval, order,
     license, certificate or Permit of, any Government Body is necessary for
     HOLL's execution, delivery or performance of this Agreement or the
     consummation by HOLL of the transactions contemplated by this Agreement.
     None of the execution and delivery by HOLL of this Agreement and the
     consummation of the transactions contemplated hereby or compliance by HOLL
     with any of the provisions hereof will (i) conflict with or result in any
     breach of any provision of the Certificates or Articles of Incorporation or
     By-laws of HOLL, (ii) to the best of HOLL's knowledge, violate any Order or
     statute, rule or regulation of any Government Body by which HOLL or any of
     its properties or assets are bound, or (iii) conflict with, violate, result
     in the breach or termination of, or (with or without due notice or the
     lapse of time or both) constitute a default or give rise to any "takeback"
     right or right of termination or acceleration or right to increase the
     obligations under or modify any of the terms, conditions or provisions of
     any note, bond, mortgage, license, franchise, Permit, indenture, agreement
     or other instrument or obligation to which HOLL is a party, or by which
     HOLL or any of its properties or assets are or may be bound.

          2.4 Authorized Capital Stock. The authorized capital stock of Newco
     consists solely of 3,000 shares of common stock, of which, as of the date
     hereof, 2700 shares of Common Stock were issued and outstanding. HOLL owns
     the Common Shares beneficially and of record free and clear of all
     mortgages, Liens, loans and other encumbrances of any kind whether written

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     or oral. All of the outstanding shares of Newco Common Stock are duly
     authorized and validly issued and outstanding, fully paid and
     nonassessable. Except for the Common Shares referenced above, Newco has no
     other authorized, issued or outstanding debt, equity securities or
     securities containing any equity features, or any other securities
     convertible into, exchangeable for or entitling any person to otherwise
     acquire any other securities of Newco containing any equity features.

          2.5 Valid Issuance of Securities. The Purchased Stock, when
     transferred and delivered in accordance with the terms hereof for the
     consideration expressed herein, will be duly and validly issued, fully paid
     and nonassessable and free of restrictions on transfer other than
     restrictions of transfer under this Agreement, the Transfer Agreement, the
     Pledge Agreement and applicable state and federal securities laws, and will
     be issued in compliance with all federal and state securities laws.

          2.6 Brokers. No broker, finder or investment banker is entitled to any
     brokerage fee, finder's fee or other fee or commission in connection with
     the transactions contemplated by this Agreement based upon arrangements
     made by or on behalf of HOLL.

     3. REPRESENTATIONS AND WARRANTIES OF FMS

     FMS hereby represents and warrants to HOLL as follows:

          3.1 Organization. FMS is a corporation duly organized, validly
     existing and in good standing under the laws of the State of California and
     has all requisite corporate power and authority to own, lease and operate
     its properties and to carry on its business as now being conducted.

          3.2 Authorization of Agreement. FMS has full corporate power and
     authority to execute and deliver this Agreement, the Promissory Note, the
     Pledge Agreement and each other agreement, document, instrument or
     certificate contemplated by this Agreement or to be executed by it in
     connection with the consummation of the transactions contemplated hereby
     and thereby and to perform fully its obligations hereunder and thereunder.
     The execution, delivery and performance by FMS of this Agreement, the
     Promissory Note and the Pledge Agreement have been duly authorized by the
     Board of Directors of FMS and by all other necessary corporate action on
     the part of FMS. Each of this Agreement, the Promissory Note and the Pledge
     Agreement has been duly and validly executed and delivered by FMS and
     (assuming the due authorization, execution and delivery by the other
     parties hereto and thereto) this Agreement constitutes the legal, valid and
     binding obligation of FMS enforceable against FMS in accordance with its
     terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
     reorganization, moratorium and similar laws affecting creditors' rights and
     remedies generally and subject, as to enforceability, to general principles
     of equity, including principles of commercial reasonableness, good faith
     and fair dealing (regardless of whether enforcement is sought in a
     proceeding at law or in equity).

          3.3 Consents and Approvals; No Violations. Except for filings,
     notifications, authorizations, consents and approvals as may be required
     under federal and state securities or blue sky laws, no filing with,
     notification to or consent, authorization, waiver, approval, order,
     license, certificate or Permit of, any Government Body is necessary for
     FMS' execution, delivery or performance of this Agreement, the Promissory
     Note or the Pledge Agreement or the consummation by FMS of the transactions

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     contemplated by this Agreement. None of the execution and delivery by FMS
     of this Agreement and the consummation of the transactions contemplated
     hereby or compliance by FMS with any of the provisions hereof will (i)
     conflict with or result in any breach of any provision of the Certificates
     or Articles of Incorporation or By-laws of FMS, (ii) to the best of FMS'
     knowledge, violate any Order or statute, rule or regulation of any
     Government Body by which FMS or any of its properties or assets are bound,
     or (iii) conflict with, violate, result in the breach or termination of, or
     (with or without due notice or the lapse of time or both) constitute a
     default or give rise to any "takeback" right or right of termination or
     acceleration or right to increase the obligations under or modify any of
     the terms, conditions or provisions of any note, bond, mortgage, license,
     franchise, Permit, indenture, agreement or other instrument or obligation
     to which FMS is a party, or by which FMS or any of its properties or assets
     are or may be bound.

          3.4 Investor Representations. The Purchased Stock received by FMS
     pursuant to this Agreement will be acquired for FMS' own account and not
     with a view to or in connection with the sale or distribution of any part
     thereof except for distributions to the shareholders of FMS.

          3.5 Exemption from Registration. FMS understands that the Purchased
     Stock received by FMS pursuant to this Agreement will not be registered
     under the Securities Act on the ground that the transfer provided for in
     this Agreement is exempt from registration under the Securities Act, and
     that the reliance of HOLL on such exemption is predicated in part on FMS'
     representations set forth in this Agreement. The certificates representing
     the Purchased Stock issued to FMS pursuant to this Agreement will bear an
     appropriate legend reflecting such exempt issuance without registration.

          3.6 Knowledge and Information. FMS has been furnished with and has had
     access to such information related to Newco as FMS considered necessary to
     make an informed decision and determination with respect to the acquisition
     of the Purchased Stock.

          3.7 Brokers. No broker, finder or investment banker is entitled to any
     brokerage fee, finder's fee or other fee or commission in connection with
     the transactions contemplated by this Agreement based upon arrangements
     made by or on behalf of FMS.

     4. MISCELLANEOUS

          4.1 Further Assurances. Each party shall do and perform, or cause to
     be done and performed, all such further acts and things, and shall execute
     and deliver all such other agreements, certificates, instruments and
     documents, as the other party may reasonably request in order to carry out
     the intent and accomplish the purposes of this Agreement and the
     consummation of the transactions contemplated hereby.

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          4.2 Entire Agreement. This Agreement (including the Exhibits and
     attachment hereto) contains, and is intended as, a complete statement of,
     all of the terms and the arrangements between the parties hereto with
     respect to the matters provided for herein, and supersedes any previous
     agreements and understandings among the parties hereto with respect to
     those matters.

          4.3 Governing Law; Construction. This Agreement and all agreements
     related thereto shall be governed by and construed in accordance with the
     laws of the State of New York applicable to contracts to be made, executed,
     delivered and performed wholly in such state, but without regard to
     conflicts of law principles of such state. The table of contents, captions
     and headings in this Agreement are for reference purposes only and shall be
     given no effect in the construction and interpretation of this Agreement.
     No provision of this Agreement shall be construed against either party
     because such party drafted or caused to be drafted such provision. Each
     provision of this Agreement shall be construed as if such provision were
     proposed by both HOLL and FMS.

          4.4 Expenses. Each of the parties shall bear its own expenses
     (including, without limitation, all fees and expenses of financial
     institutions, accountants, legal counsel, brokers, investment bankers and
     other advisors), incurred in connection with the negotiation, preparation,
     execution, review, delivery and performance of this Agreement, each of the
     other documents and instruments executed in connection with or contemplated
     by this Agreement or related hereto, and the consummation of the
     transactions contemplated hereby and thereby.

          4.5 Notices. Any notice, request, instruction or other communication
     to be given under this Agreement shall be in writing and shall be delivered
     by hand or prepaid telecopy, or sent, postage prepaid, by registered,
     certified or express mail, or reputable overnight courier service and shall
     be deemed given when so delivered by hand or telecopied, or if mailed,
     three days after mailing (one business day in the case of express mail or
     overnight courier service) to a party at the addresses for such party set
     forth in the Transfer Agreement (or at such other address as such party may
     have specified by notice given to the other party pursuant to this
     provision).

          4.6 Severability. If any provision of this Agreement, or the
     application of such provision to HOLL, FMS, or any Person or circumstance,
     shall be held invalid, then the remainder of this Agreement, or the
     application of such provision to persons, entities or circumstances other
     than those as to which it is held invalid, shall not be affected thereby.

          4.7 Binding Effect; No Assignment. This Agreement shall be binding
     upon and inure to the benefit of the parties and their respective
     successors and permitted assigns. Nothing in this Agreement shall create or
     be deemed to create any third party beneficiary rights in any Person not
     party to this Agreement. Except as expressly permitted below, no assignment

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     of this Agreement or of any rights or obligations hereunder may be made by
     either party (by operation of law or otherwise) without the prior written
     consent of the other party hereto and any attempted assignment without such
     required consent shall be void.

          4.8 Amendments. This Agreement may be amended, supplemented or
     modified, and any provision hereof may be waived, only pursuant to a
     written instrument making specific reference to this Agreement signed by
     each of the parties hereto.

          4.9 Counterparts. This Agreement may be executed in any number of
     counterparts, each of which shall be deemed an original, but all of which
     together shall constitute one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.

                                            FOUNTAINHEAD MEDIA SERVICES, INC.



                                            By: _____________________________
                                                     Rafi Gordon
                                                     Chief Executive Officer

                                            HOLLYWOOD MEDIA CORP.



                                            By: _____________________________
                                                     Mitchell Rubenstein
                                                     Chairman of the Board
                                                     and Chief Executive Officer


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