<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON D.C.  20549

                              ____________________

                                  FORM 10-QSB

                  Quarterly Report Under Section 13 or 15 (d)
                    of the Securities Exchange Act of 1934.

                              ____________________


      For Quarter Ended December 31, 1995 Commission file number 0-18410  

                          THE PRODUCERS ENTERTAINMENT GROUP LTD.        
             (Exact name of registrant as specified in its charter)

          Delaware                                      95-4233050
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

          9150 Wilshire Boulevard, Suite 205, Beverly Hills, CA 90212
        (Address of principal executive offices)              (Zip code)

       Registrant's telephone number, including area code (310) 285-0400


                                    Not Applicable                      
                 (Former name, former address and former fiscal year,
                            if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the proceeding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.


                            Yes   X         No 
                                -----          -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                 Common stock - February 12, 1996 - 12,733,496
<PAGE>   2
            THE PRODUCERS ENTERTAINMENT GROUP LTD. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  December 31,           June 30,
                                                                      1995                 1995  
                                                                  ------------         ------------
                                                                  (unaudited)
<S>                                                               <C>                  <C>
                                    ASSETS

Cash and cash equivalents                                         $    188,282         $    832,754
Accounts receivable, net                                               715,618              652,074
Notes receivable, net                                                     -                 402,842
Receivables from related parties                                        90,682              116,229
Film costs, net                                                      2,916,534            2,104,503
Fixed assets, net                                                       66,893               76,439
Other assets                                                           213,107              199,829
                                                                  ------------         ------------
                                                                  $  4,191,116         $  4,384,670
                                                                  ============         ============

                     LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable and accrued expenses                             $    310,759         $    847,595
Deferred participations based on estimated
 revenues                                                                -                  350,000
Deferred revenue                                                     1,870,694              598,708
                                                                  ------------         ------------
         Total liabilities                                           2,181,453            1,796,303
                                                                  ------------         ------------

Shareholders' equity:
         Preferred Stock, $.001 par value.
   Authorized 10,000,000 shares;
   Issued 1,000,000 shares - Series A                                   1,000                1,000
         Common stock, $.001 par value.
   Authorized 50,000,000 shares;
          issued 13,855,932 and 11,388,770 shares                      13,856               11,389
         Additional paid-in capital                                16,103,747           15,321,214
         Accumulated deficit                                      (12,298,748)         (11,735,044)
                                                                 ------------         ------------

                                                                     3,819,855           3,598,559
  Treasury stock 1,122,436 shares, at cost                          (1,010,192)         (1,010,192)
  Notes receivable from related parties from
   sales of common stock, net of imputed
          interest discount                                           (800,000)              -     
                                                                  ------------         ------------
Net shareholders' equity                                             2,009,663            2,588,367
                                                                  ------------         ------------
                                                                  $  4,191,116         $  4,384,670
                                                                  ============         ============
</TABLE>

See notes to condensed consolidated financial statements.





                                       2
<PAGE>   3
            THE PRODUCERS ENTERTAINMENT GROUP LTD. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                            Six months ended December 31,
                                                           ------------------------------
                                                              1995                1994
                                                           -----------        -----------
<S>                                                        <C>                <C>
Revenues                                                   $ 1,674,894        $ 4,648,488

Film amortization                                              697,000          2,306,734
                                                           -----------        -----------
                                                               977,894          2,341,754
General and administrative expenses                          1,784,035          1,956,782
                                                           -----------        -----------
Operating income (loss)                                       (806,141)           384,972
Income from settlement of lawsuits                             217,633                  -
Interest income                                                 24,804             13,440
Interest and financing expense                                       -           (296,741)
                                                           -----------        -----------
                 Net income (loss)                            (563,704)           101,671

Dividend requirement of Series A
 Preferred Stock                                              (212,500)                 -   
                                                           -----------        -----------
Net income (loss) applicable to
 common shareholders                                       $  (776,204)       $   101,671
                                                           ===========        ===========
Net income (loss) per share                                $      (.07)       $       .01
                                                           ===========        ===========
Average common shares outstanding                           10,960,456          9,989,897
                                                           ===========        ===========
</TABLE>


See notes to condensed consolidated financial statements.





                                       3
<PAGE>   4
            THE PRODUCERS ENTERTAINMENT GROUP LTD. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  Three months ended December 31,
                                                                  -------------------------------
                                                                     1995                 1994
                                                                  ----------            ---------
<S>                                                               <C>                   <C>
Revenues                                                          $  601,493            $ 555,624

Film amortization                                                     63,000              115,000
                                                                  ----------            ---------

                                                                     538,493              440,624

General and administrative expenses                                  970,713              973,213
                                                                  ----------            ---------

Operating (loss)                                                    (432,220)            (532,589)

Income from settlement of lawsuits                                   217,633                 -
Interest income                                                       17,197                6,118
Interest and financing expense                                         -                 (296,741)
                                                                  ----------            ---------

Net Loss                                                            (197,390)            (823,212)

Dividend requirement of Series A
 Preferred Stock                                                    (106,250)                -   
                                                                  ----------            ---------

Net (loss) applicable to common
 shareholders                                                     $ (303,640)           $(823,212)
                                                                  ==========            ========= 

Net (loss) per share                                              $     (.03)           $    (.08)
                                                                  ==========            ========= 

Average common shares outstanding                                 11,577,246            9,838,434
                                                                  ==========            =========
</TABLE>


See notes to condensed consolidated financial statements.





                                       4
<PAGE>   5
            THE PRODUCERS ENTERTAINMENT GROUP LTD. AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                       SIX MONTHS ENDED DECEMBER 31, 1995

                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                           Additional
                                 Preferred      Common      Paid-In
                                   Stock         Stock      Capital        Deficit         Net
                                  ------         ------    ----------    -----------    ---------
<S>                               <C>            <C>       <C>           <C>            <C>
Balance, June 30,
 1995                             $1,000         11,389    15,321,214    (11,735,044)   3,598,559

Dividends on Series
 A preferred stock                                  367          (367)

Sale of shares of
 common stock to
 related parties
 for notes                                        2,100       782,900                     785,000
Net (loss)                                                                  (563,704)    (563,704)
                                  ------         ------    ----------    -----------   ----------

Balance,
 December 31,
 1995                             $1,000         13,856    16,103,747    (12,298,748)   3,819,855
                                  ======         ======    ==========    ===========   

Less:
 Treasury stock                                                                        (1,010,192)
 Notes receivable
  from related parties
  from sales of common
  stock, net                                                                             (800,000)
                                                                                       ----------
                          Net Shareholders' Equity                                     $2,009,693
                                                                                       ==========
</TABLE>


See notes to condensed consolidated financial statements.





                                       5
<PAGE>   6
            THE PRODUCERS ENTERTAINMENT GROUP LTD. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              Six months ended December 31,  
                                                                             -------------------------------
                                                                                1995                 1994
                                                                                ----                 ----
<S>                                                                          <C>                  <C>
Cash flows from operating activities:
Net income (loss)                                                            $(563,704)           $  101,671
Adjustments to reconcile net income (loss)
  to net cash used in operating activities:
         Depreciation and amortization                                         713,712             2,322,551
  Income from settlement of lawsuits                                          (217,633)                    -
         Amortization of imputed interest discount                             (15,000)                    -
  Issuance of shares of stock for interest                                           -               275,000
Changes in assets and liabilities:
           Decrease (increase) in receivables                                  194,456              (117,320)
         (Increase) decrease in other assets                                   (13,278)               37,645
         (Decrease) in accounts payable and accrued expenses                   (65,759)             (314,189)
           (Decrease)in deferred revenues                                     (598,708)           (3,308,276)
                                                                             ---------            ----------
Net cash (used in) operating activities                                       (565,914)           (1,002,918)
                                                                             ---------            ----------
Cash flows from investing activities:
         Additions to film costs, net of payments received                     (96,939)           (1,433,304)
         Capital expenditures                                                   (7,166)               (9,913)
(Decrease) increase in due from related parties                                 25,547              (275,890)
                                                                             ---------            ----------
Net cash (used in) investing activities                                        (78,558)           (1,719,107)
                                                                             ---------            ----------
Cash flows from financing activities:
          Sale of units in public offering                                           -             4,176,467
   Borrowings (repayments), net                                                      -              (588,750)
   Proceeds from exercise of stock options                                           -               454,375
                                                                             ---------            ----------

Net cash provided by financing activities                                            -             4,042,092
                                                                             ---------            ----------
Net increase (decrease) in cash and cash equivalents                          (644,472)            1,320,067
Cash and cash equivalents at beginning of period                               832,754               964,387
                                                                             ---------            ----------
Cash and cash equivalents at end of period                                   $ 188,282            $2,284,454
                                                                             =========            ==========
</TABLE>


See notes to condensed consolidated financial statements.





                                       6
<PAGE>   7
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

         As disclosed in note (2), during the six months ended December 31,
1995, the Company sold an aggregate of 2,100,000 shares of its common stock to
related parties in exchange for promissory notes.

         As disclosed in note (3), the Company has agreed to settle various
litigation relating to DEC.

         As disclosed in note (6) the Company has reduced the cost of certain
of its completed projects by $235,622.

         As disclosed in note (7), during the six months ended December 31,
1995, the Company issued a total of 368,162 shares of its common stock in
payment of dividends on its Series A Preferred Stock.





                                       7
<PAGE>   8
            THE PRODUCERS ENTERTAINMENT GROUP LTD. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

                               December 31, 1995

(1)      Basis of Presentation

         The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
accruals) which are, in the opinion of management, necessary to present fairly
the results of operations for the periods presented.

         The information contained in this Form 10-QSB should be read in
conjunction with the audited financial statements filed as part of the
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1995.

(2)      Sale of Shares of Common Stock to Related Parties for Notes

         As of November 14, 1995, the Company sold an aggregate of 2,100,000
shares of its common stock to related parties in exchange for an aggregate of
$1,050,000 principal amount of promissory notes. Of these shares, 2,000,000
were sold to a company that provides the Company with the services of its
President and Chief Executive Officer. The 100,000 balance of these shares were
sold to an officer and director of the Company.

         The principal amount of the promissory notes received by the Company
are payable as follows: April 1, 1997 - $131,250; October 1, 1998 - $131,250;
and October 1, 2000 - $787,500. Interest on these notes is computed at the
annual rate of 7%, compounded semi-annually and is payable with the principal
of the notes. The notes are secured by the purchased shares with the personal
liability of the purchaser limited to 25% of the principal amount
(aggregate-$262,500) plus accrued interest thereon.

         The Company has the right to reacquire these shares in exchange for
the promissory notes received in the event that the Company's President and
Chief Executive Officer and the other officer who purchased shares are not
providing specified services to the Company through certain dates. If these
services are not provided through April 1, 1996, the Company may reacquire 50%
(aggregate - 1,050,000) of these shares.  If the Company's President and Chief
Executive Officer and the other officer do not provide these services through
June 30 and October 1, 1996, respectively the Company may reacquire 500,000 and
50,000 shares, respectively (aggregate - 550,000). If the Company's President
and Chief Executive Officer does not provide these services through October 1,
1997, the Company may reacquire the remaining 500,000 shares. The Company's
right to reacquire shares for promissory notes will





                                       8
<PAGE>   9
also terminate upon, among other things, a change in control of the Company,
the death or disability of the individuals providing these services, or
termination of their employment agreements.

         The promissory notes received by the Company were recorded at their
principal amount less an imputed interest discount in the aggregate amount of
approximately $265,000. This imputed interest discount is being amortized over
the term of the notes using the interest method to provide an effective
interest rate of 12% per annum. During the six months ended December 31, 1995,
the Company recorded approximately $15,000 of interest income on these notes.
The difference between this imputed interest rate and the stated interest rate
on the notes may be deemed to be additional compensation to the purchasers of
the shares.

(3)      Settlement of Litigation

         In December 1995, the Company agreed to settle various litigation
relating to DSL. In pertinent part, this settlement provides for the payment to
the Company of $258,000 (which is included in accounts receivable), elimination
of the $402,842 note receivable from the former President of DSL, the transfer
of a completed project with a carrying amount of $222,980 to DEG and the
release of the Company's $350,000 obligation to pay a portion of future
revenues from completed projects to the former owner of DSL. In connection with
this settlement, the Company has reduced its accounts payable and accrued
expenses by $235,455 representing the amounts previously recorded related to
DSL and this litigation. This settlement also provides for a reduction in the
Company's ownership of DEG from 19.9% to 5%. The effects of this settlement
have been reflected in the accompanying condensed consolidated statements of
operations as a separate item.

(4)      Employment Agreements

         The Company has entered into agreements for the services of certain of
its executive officers and others. These agreements expire on June 30, 1998 and
provide for aggregate annual payments by the Company of $592,000.

(5)      Litigation With Former Officer and Director

         As of November 14, 1995, the Company sold 1,500,000 shares of its
common stock to one of its then officers and directors in exchange for $750,000
principal amount of promissory notes. This sale was made on the same terms as
the sale of shares to the company that provides the Company with the services
of its President and Chief Executive Officer as described in note (3). The
Company also entered into an employment agreement with this officer and
director which provided for, among other things, annual compensation of
$262,000 through June 30, 1998.





                                       9
<PAGE>   10
         In December 1995, the Company terminated the employment of this
individual and the related employment agreement. As a result of such
termination, the shares of common stock sold to this individual and the related
notes received by the Company for such shares were cancelled.  The Company
subsequently filed a legal action against this individual claiming, among other
things, breach of fiduciary duty and return of amounts previously paid. This
individual has filed a cross-complaint against the Company and its President
and Chief Executive Officer claiming, among other things, that his employment
with the Company was improperly terminated and his employment stock purchase
agreements were improperly cancelled. This cross-complaint seeks substantial
damages.

(6)      Reduction of Film Costs

         During the six months ended December 31, 1995, the Company reduced the
carrying amount of certain of its completed projects by $235,622 representing
the amount previously recorded as accounts payable and accrued expenses for
additional estimated expenditures relating to these projects that were not
incurred.


(7)      Issuance of Shares of Common Stock for Preferred Stock Dividend

         During the six months ended December 31, 1995, the Company issued an
total of 368,162 shares of its common stock in payment of the dividend on its
Series A Preferred Stock.

(8)      Income (loss) Per Share

         Income (loss) per share has been computed based on the weighted
average number of common and common equivalent shares outstanding during the
periods. In 1995, (loss) per common share has been computed after deducting the
dividend requirement of the Series A Preferred Stock. For the six months ended
December 31, 1994, primary income per share was substantially the same as fully
diluted income per share.





                                       10
<PAGE>   11
ITEM 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

         The amount of revenues earned by the Company in any one period is
dependent on, among other things, projects completed during any such period and
the distribution of completed projects. Revenues from producers and other fees
are primarily dependent on the number of projects being produced and the
agreements relating to such projects. Accordingly, the amount of revenues in
any period are not necessarily indicative of future revenues.


SIX MONTHS ENDED DECEMBER 31, 1995 AS COMPARED TO SIX MONTHS ENDED DECEMBER 31,
1994

         Revenues for the six months ended December 31, 1995 included revenues
from the distribution of completed projects, producer fees from currently
airing television series and a made-for-television movie which is in the
production stage and personal management fees. Revenues for the six months
ended December 31, 1994 included approximately $3,603,000 of production and
distribution revenues from Future Quest, which aired on PBS, fees from the
series Dave's World, which is airing on CBS and personal management fees.
Amortization of film costs for the six months ended December 31, 1995 and 1994
was $697,000 and $2,306,734, respectively using the individual film forecast
method.

         General and administrative expenses for the six months ended December
31, 1995 were $1,784,035 as compared to $1,956,782 for the six months ended
December 31, 1994. The $172,747 decrease in general and administrative expenses
was primarily attributable to the termination of certain unprofitable
operations of DSL, including related compensation and other expenses, somewhat
offset by legal fees incurred in connection with lawsuits with the former
President and owner of DSL. The level of general and administrative expenses is
somewhat dependent on the levels of the Company's future operations.

         During the six months ended December 31, 1995, the Company agreed to
settle various litigation relating to DSL. The Company has recorded $217,663 of
income relating to this settlement.

         During the six months ended December 31, 1995, the Company recorded
approximately $15,000 of interest income on notes receivable from related
parties that were received in connection with sales of the Company's common
stock. Exclusive of this interest income, the decrease in interest income was
primarily due to a reduction in funds available for investment and lower
interest rates. Interest and financing expense for fiscal 1994 primarily





                                       11
<PAGE>   12
consists of interest paid on the Company's 7% subordinated notes including
$275,000 representing the market value of the shares of common stock issued to
the noteholders upon the repayment of the notes.


THREE MONTHS ENDED DECEMBER 31, 1995 AS COMPARED TO THREE MONTHS ENDED DECEMBER
31, 1994

         Revenues for the three months ended December 31, 1995 included
revenues from the distribution of completed projects, producer fees from
currently airing television series and a made-for-television movie which is in
the production stage and personal management fees. Revenues for the three
months ended December 31, 1994 primarily consisted of production and
distribution revenues from completed projects, fees from the series Dave's
World, which is airing on CBS and personal management fees. Amortization of
film costs for the three months ended December 31, 1995 and 1994 was $63,000
and $115,000, respectively using the individual film forecast method.

         General and administrative expenses for the three months ended
December 31, 1995 were $1,000,713 as compared to $973,213 for the three months
ended December 31, 1994. The increase in general and administrative expenses
was primarily attributable to the termination of certain unprofitable
operations of DSL, including related compensation and other expenses, offset by
legal fees incurred in connection with lawsuits with the former President and
owner of DSL.

         During the three months ended December 31, 1995, the Company agreed to
settle various litigation relating to DSL. The Company has recorded $217,663 of
income relating to this settlement.

         During the three months ended December 31, 1995, the Company recorded 
approximately $15,000 of interest income on notes receivable from related 
parties that were received in connection with sales of the Company's common 
stock. Exclusive of this interest income, the decrease in interest income was 
primarily due to a reduction in funds available for investment and lower 
interest rates. Interest expense for fiscal 1994 primarily consists of interest
paid on the Company's 7% subordinated notes including $275,000 representing the
market value of the shares of common stock issued to the noteholders upon the 
repayment of the notes.





                                       12
<PAGE>   13
LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 1995, the Company had cash and cash equivalents of
$188,282 and accounts receivable (including $258,000 recorded in connection
with the settlement of various litigation relating to DSL) of $715,618
(aggregate - $903,900). At December 31, 1995, the Company also had accounts
payable and accrued expenses of $310,579 which included approximately $220,000
that was received in connection with the production of a made-for-television
movie. The Company is required to expend funds on the production of this movie.

         The Company's cash commitments for the next twelve months include base
compensation to its officers and key independent contractors of approximately
$1,230,000 and minimum office rent of approximately $172,000. The lease for the
Company's office terminates on September 30, 1996. These obligations aggregate
approximately $1,402,000. The Company also incurs overhead and other costs such
as salaries, related benefits, office expenses, professional fees and similar
expenses. For the six months ended December 31, 1995, general and
administrative expenses, including compensation and rent, aggregated
approximately $1,784,000. The Company also expends funds on the production and
development of projects. The Company's cash receipts are principally derived
from exhibition and distribution of its completed projects and producers fees.
The Company's revenues are affected by various factors including the timing of
the exhibition and distribution of its completed projects and the number of
projects produced for which the Company receives producers fees. Therefore, the
Company is unable to accurately predict the level or timing of its future cash
receipts.

         The Company is obligated to pay dividends on the shares of Series A
Preferred Stock which were sold in its December 1994 public offering. Dividends
on this Series A Preferred Stock, which  aggregate $425,000 annually, may be
paid in shares of the Company's common stock.

         The Company's operations have been primarily financed by the net
proceeds received from public offerings of its securities and exercise of stock
options and warrants. As of December 31, 1995, the Company's stock options and
warrants were exercisable at prices substantially above the market price of the
Company's common stock. For the six months ended December 31, 1995, the Company
incurred an operating loss of $806,141 and used $565,914 of cash in its
operations.

         If the Company continues to incurr losses, use cash in its operations
and expend funds on development and production of projects, it will be required
to raise additional capital and/or borrow funds. The Company has no
arrangements for external sources of liquidity such as bank lines of credit. If
external sources of





                                       13
<PAGE>   14
funds are not available to the Company and its future cash receipts are not
sufficient to meet its cash needs, the Company will be required to take certain
actions. These actions may include reductions in the compensation of it
officers and key independent contractors, reductions in office staff and other
personnel, and a reduction in the production and development of projects that
it will fund. The Company has no material commitments for capital expenditures.
The Company has not made any specific plans or entered into any agreements to
reduce the level of its expenditures in the event that such reductions become
necessary.





                                       14
<PAGE>   15
                          PART II -- OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

         The Producers Entertainment Group Ltd. vs. Ronald Lightstone was
commenced in the Superior Court of the State of California for the County of
Los Angeles on January 3, 1996. In this action, the Company claims, among other
things, that Mr. Lightstone breached his fiduciary duty to the Company and
seeks return of amounts previously paid to him. On January 8, 1996, Mr.
Lightstone file a cross-complaint in the same court entitled Ronald Lightstone
vs. The Producers Entertainment Group Ltd, Irwin Meyer, et. al. In his
cross-complaint, Mr. Lightstone claims, among other things, that his employment
with the Company was improperly terminated and his employment and stock
purchase agreements with the Company were improperly cancelled. Mr.
Lightstone's cross-complaint seeks substantial damages.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

10.20    Production Agreement dated as of October 1, 1995 between
         The Producers Entertainment Group Ltd. and Mountaingate
         Productions LLC f/s/o Irwin Meyer.

10.21    Employment Agreement dated as of October 1, 1995 between
         The Producers Entertainment Group Ltd. and Irwin Meyer.

10.22    Employment Agreement dated as of January 1, 1996 between
         The Producers Entertainment Group Ltd. and Charles Weber.

10.23    Stock Purchase Agreement (including promissory note)
         dated as of November 14, 1995 between The Producers
         Entertainment Group Ltd. and Mountaingate Productions LLC.

10.24    Stock Purchase Agreement (including promissory note)
         dated as of November 14, 1995 between The Producers
         Entertainment Group Ltd. and Charles Weber.


(b)      Reports on Form 8-K - No reports on Form 8-K were filed
         during the three months ended December 31, 1995.





                                       15
<PAGE>   16
                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                     THE PRODUCERS ENTERTAINMENT GROUP LTD.



Date:  February 13, 1996                       /s/ Irwin Meyer
                                               ---------------
                                               Irwin Meyer
                                               President and Chief
                                               Executive Officer


       February 13, 1996                       /s/ Charles J. Weber
                                               --------------------
                                               Charles J. Weber
                                               Principal Financial and
                                               Accounting Officer





                                       16