<PAGE>

                                                                 Exhibit 4.15


NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT MAY BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
IN WHOLE OR IN PART IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT EXISTS WITH RESPECT TO THE PROPOSED SALE, TRANSFER,
PLEDGE, HYPOTHECATION OR OTHER DISPOSITION.


                              UNAPIX ENTERTAINMENT, INC.

                            COMMON STOCK PURCHASE WARRANT
                               CERTIFICATE TO PURCHASE
                          _________ SHARES OF COMMON STOCK


VOID AFTER 5:00 PM NEW YORK, NEW YORK LOCAL TIME ON JUNE 30, 2004

Cert. No. W-6-

This Warrant Certificate certifies that __________________, or registered 
assigns, is the registered holder ("Holder") of _______ Common Stock Purchase 
Warrants ("Warrants") to purchase shares of common stock, $.01 par value per 
share ("Common Stock"), of UNAPIX ENTERTAINMENT, INC., a Delaware corporation 
(the "Company").  Each Warrant enables the Holder to purchase from the 
Company at any time until 5:00 p.m. New York, New York local time on June 30, 
2004 one fully paid and non-assessable share of Common Stock (individually, a 
"Share" and collectively the "Shares") upon presentation and surrender of 
this Warrant Certificate and upon payment of the purchase price of $6.00 per 
Share (the "Exercise Price").  Payment shall be made in lawful money of the 
United States of America by certified check payable to the Company.  Such 
payment shall be made at the principal office of the Company at 200 Madison 
Avenue, New York, NY 10016.  As hereinafter provided, the Exercise Price and 
number of Shares purchasable upon the exercise of the Warrants are subject to 
modification or adjustment upon the happening of certain events.

     The Warrants represented by this Warrant Certificate were issued as part 
of a Unit pursuant to a Private Placement Memorandum, dated July 15, 1997 
(the "Memorandum"), each of which consisted of: (i) a $250,000 principal 
amount 10% Convertible 

<PAGE>



Subordinated Note of the Company due June 30, 2004 (the "Note"); and 25,000
Warrants. 

1.  Upon surrender to the Company, this Warrant Certificate may be exchanged for
another Warrant Certificate or Warrant Certificates evidencing a like aggregate
number of Warrants.  If this Warrant Certificate shall be exercised in part, the
Holder shall be entitled to receive upon surrender hereof another Warrant
Certificate or Warrant Certificates evidencing the number of Warrants not
exercised.

2.  No Holder shall be deemed to be the holder of Common Stock 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 Holder any of the rights of a shareholder of the Company or 
any right to vote for the election of directors or upon any matter submitted 
to shareholders at any meeting thereof or to give or withhold consent to any 
corporate action (whether upon any reorganization, issuance of stock, 
reclassification or conversion of stock, change of par value, consolidation, 
merger, conveyance, or otherwise) or to receive notice of meetings or to 
receive dividends or subscription rights or otherwise until a Warrant shall 
have been exercised and the Common Stock purchasable upon the exercise 
thereof shall have become issuable.

3.  Each Holder consents and agrees with the Company and any other Holder 
that:

     (a)  this Warrant Certificate is exercisable by the Holder in person or 
by attorney duly authorized in writing at the principal office of the Company 
in whole or in part;

     (b)  anything herein to the contrary notwithstanding, in no event shall 
the Company be obligated to issue Warrant Certificates evidencing other than 
a whole number of Warrants or issue certificates evidencing other than a 
whole number of Shares upon the exercise of this Warrant Certificate; 
provided, however, that the Company shall pay with respect to any such 
fraction of a share an amount of cash based upon the current market value (or 
book value, if there shall be no public market value for shares purchasable 
upon exercise hereof); and 

     (c)  the Company may deem and treat the person in whose name this 
Warrant Certificate is registered as the absolute true and lawful owner 
hereof for all purposes whatsoever.

                                          2
<PAGE>

4. The Company shall maintain books for the transfer and registration of 
Warrants.  Upon the transfer of any Warrants, the Company shall issue and 
register the Warrants in the names of the new Holders.  The Warrants shall be 
signed manually by the Chairman, Chief Executive Officer, President or any 
Vice President and the Secretary (or Assistant Secretary) of the Company.  
Subject to Paragraph 10, the Company shall transfer, from time to time, any 
outstanding Warrants upon the books to be maintained by the Company for such 
purpose upon surrender thereof for transfer properly endorsed or accompanied 
by appropriate instruction for transfer.  Upon any transfer, a new Warrant 
Certificate shall be issued to the transferee and the surrendered Warrants 
shall be cancelled by the Company.  Warrants may be exchanged at the option 
of the Holder, when surrendered at the office of the Company, for another 
Warrant, or other Warrants of different denominations, of like tenor and 
representing in the aggregate the right to purchase a like number of Shares.  
Subject to the terms of this Warrant Certificate, upon such surrender and 
payment of the purchase price, the Company shall issue and deliver with all 
reasonable dispatch to or upon the written order of the Holder of such 
Warrants and in such name or names as such Holder may designate, a 
certificate or certificates for the number of full Shares so purchased upon 
the exercise of such Warrants.  Such certificate or certificates shall be 
deemed to have been issued and any person so designated to be named therein 
shall be deemed to have become the holder of record of such Shares as of the 
date of the surrender of such Warrants and payment of the Exercise Price; 
provided, however, that if, at the date of surrender and payment, the 
transfer books of the Shares shall be closed, the certificates for the Shares 
shall be issuable as of the date on which such books shall be opened and 
until such date the Company shall be under no duty to deliver any certificate 
for such Shares; provided, further, however, that such transfer books, unless 
otherwise required by law or by applicable rule of any national securities 
exchange, shall not be closed at any one time for a period longer than 20 
days.  The rights of purchase represented by the Warrants shall be 
exercisable, at the election of the Holders, either in whole or from time to 
time in part (but in no event with respect to less than 100 Shares).

5.  The Company will pay any documentary stamp taxes attributable to the 
initial issuance of the Shares issuable upon the exercise of the Warrants; 
provided, however, 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 or delivery of any certificates for Shares in a name other than that 
of the Holder in respect of which such Shares are issued, and in such case 
the Company shall not be required to issue or deliver any certificate for 
Shares or any Warrant until the person requesting the same has 

                                          3
<PAGE>


paid to the Company the amount of such tax or has established to the 
Company's satisfaction that such tax has been paid.

6.  In case the Warrant Certificate shall be mutilated, lost stolen or 
destroyed, the Company may, in its discretion, issue and deliver in exchange 
and substitution for and upon cancellation of the mutilated Warrant 
Certificate, or in lieu of and substitution for the Warrant Certificate, 
lost, stolen or destroyed, a new Warrant Certificate of like tenor and 
representing an equivalent right or interest, but only upon receipt of 
evidence satisfactory to the Company of such loss, theft or destruction and 
an indemnity, if requested, also satisfactory to it.

7.  There have been reserved, and the Company shall at all times keep 
reserved, out of the authorized and unissued Common Stock, a number of Shares 
sufficient to provide for the exercise of the rights of purchase represented 
by this Warrant Certificate.  The Company agrees that all Shares issuable 
upon exercise of the Warrants shall be, at the time of delivery of the 
certificates for such Shares, validly issued and outstanding, fully paid and 
nonassessable.

8.  Subject and pursuant to the provisions of this paragraph, the purchase 
price and number of Shares subject to this Warrant Certificate shall be 
adjusted from time to time as set forth hereinafter:

     (a)  In case the Company shall declare a dividend or make any other 
distribution upon any stock of the Company payable in Common Stock, then the 
Exercise Price shall be proportionately decreased as of the close of business 
on the date of record of said dividend.

     (b)  If the Company shall at any time subdivide its outstanding Common 
Stock by recapitalization, reclassification or split-up thereof, the Exercise 
Price immediately prior to such subdivision shall be proportionately 
decreased, and, if the Company shall at any time combine the outstanding 
Common Stock by recapitalization, reclassification or combination thereof, 
the Exercise Price immediately prior to such combination shall be 
proportionately increased.  Any such adjustment to the Exercise Price shall 
become effective at the close of business on the record date for such 
subdivision or combination.

     (c)  In case the Company after the date hereof shall distribute to all 
of the holders of outstanding shares of Common Stock any securities or other 
assets (other than a cash distribution made as a dividend payable out of 
earnings or out of 

                                          4
<PAGE>


any earned surplus legally available for dividends under the laws of the 
State of Delaware), the Board of Directors shall be required to make such 
equitable adjustment in the Exercise Price, as in effect immediately prior to 
the record date for such distribution, as may be necessary to preserve for 
the Holder rights substantially proportionate to those enjoyed hereunder by 
the Holder immediately prior to the happening of such distribution.  Any such 
adjustment to the Exercise Price shall become effective at the close of 
business on the record date for such distribution.

     (d)  If any capital reorganization or reclassification of the capital 
stock of the Company, or consolidation or merger of the Company with another 
corporation, or the sale of all or substantially all of its assets to another 
corporation, shall be effected in such a way that holders of Common Stock 
shall be entitled to receive stock, securities, cash, or assets with respect 
to or in exchange for Common Stock, then, as a condition of such 
reorganization, reclassification, consolidation, merger or sale, the Company 
or such successor or purchasing corporation, as the case may be, shall 
execute a supplemental Warrant Certificate providing that each Holder shall 
have the right thereafter and until the expiration date to exercise a Warrant 
for the kind and amount of stock, securities, cash or assets receivable upon 
such reorganization, reclassification, consolidation, merger or sale by a 
holder of the number of shares of Common Stock for the purchase of which such 
Warrant might have been exercised immediately prior to such reorganization, 
reclassification, consolidation, merger or sale, subject to further 
adjustments which shall be as nearly equivalent as may be practicable to the 
adjustments provided for in this Section 8.

     (e)  If at any time after the date of issuance hereof the Company shall 
grant or issue any shares of Common Stock, or grant or issue any rights or 
options for the purchase of, or stock or other securities convertible into, 
Common Stock (such convertible stock or securities being herein collectively 
referred to as "Convertible Securities") other than:

            (i)     shares issued in a transaction described in subparagraph (f)
          of this Paragraph 8; or

           (ii)     shares issued, subdivided or combined in transactions
          described in subparagraphs (a),(b),(c), or (d) of this Paragraph 8;

for a consideration per share which is less than the Exercise Price, then the 
Exercise Price in effect immediately prior to such issuance or sale (the 
"Applicable Exercise Price") shall, and 

                                          5
<PAGE>



thereafter upon each issuance or sale, the Applicable Exercise Price shall, 
simultaneously with such issuance or sale, be adjusted, so that such 
Applicable Exercise Price shall equal a price determined by multiplying the 
Applicable Exercise Price by a fraction, the numerator of which shall be:

               (A)  the sum of (x) the total number of shares of Common Stock
          outstanding immediately prior to such issuance plus (y) the number of
          shares of Common Stock which the aggregate consideration received, as
          determined in accordance with subparagraph (g) below for the issuance
          or sale of such additional Common Stock or Convertible Securities
          deemed to be an issuance of Common Stock as provided in subparagraph
          (h) below, would purchase (including any consideration received by the
          Company upon the issuance of any shares of Common Stock or Convertible
          Securities since the date the Applicable Exercise Price became
          effective not previously included in any computation resulting in an
          adjustment pursuant to this subparagraph (e)) at the Applicable
          Exercise Price; and the denominator of which shall be

               (B)  the total number of shares of Common Stock outstanding (or
          deemed to  be outstanding as provided in subparagraph (g)) immediately
          after the issuance or sale of such additional shares.

If, however, the Applicable Exercise Price thus obtained would result in the 
issuance of a lesser number of shares upon exercise than would be issued at 
the initial Exercise Price specified in the first paragraph hereof, the 
Applicable Price shall be such initial Exercise Price.

     (f)  Anything in this Paragraph 8 to contrary notwithstanding, no 
adjustment in the Exercise Price shall be made in connection with:

            (i)     the grant, issuance or exercise of any Convertible
          Securities pursuant to the Company's qualified or non-qualified
          Employee Stock Option Plans or any other bona fide employee benefit
          plan or incentive arrangement, (including, without limitation, any
          issuances pursuant to  individual employment agreements) previously
          adopted or entered into, or as may hereafter be adopted or entered
          into, by the Company's Board of Directors or its officers, for the
          benefit of the Company's employees, consultants or 

                                          6
<PAGE>


          directors, as any such plans, agreements  or arrangements may
          hereafter be amended from time to time; and

           (ii)     the issuance of any shares of Common Stock pursuant to the
          grant or exercise of Convertible Securities outstanding as of date
          hereof or the issuance, conversion or exercise of any Notes or
          Warrants on or after the date hereof (regardless of whether such Notes
          and Warrants were outstanding prior to the date hereof or issued
          thereafter).  

     (g)  For the purpose of subparagraph (e) above, the following provisions
shall also be applied:

            (i)     In case of the issuance or sale of additional shares of
          Common Stock for cash, the consideration received by the Company
          therefor shall be deemed to be the amount of cash received by the
          Company for such shares, before deducting therefrom any commissions,
          compensation or other expenses paid or incurred by the Company for any
          underwriting of, or otherwise in connection with, the issuance or sale
          of such shares.

           (ii)     In case of the issuance of Convertible Securities, the
          consideration received by the Company therefor shall be deemed to be
          the amount of cash, if any, received by the Company for the issuance
          of such rights or Convertible Securities, plus the minimum amounts of
          cash and fair value of other consideration, if any, payable to the
          Company upon the exercise of such rights or options or payable to the
          Company on conversion of such Convertible Securities.

          (iii)     In the case of the issuance of shares of Common Stock or
          Convertible Securities for a consideration in whole or in part, other
          than cash, the consideration other than cash shall be deemed to be the
          fair market value thereof as reasonably determined in good faith by
          the Board of Directors of the Company (irrespective of accounting
          treatment thereof); provided, however, that if such consideration
          consists of the cancellation of debt issued by the Company, the
          consideration shall be deemed to be the amount the Company received
          upon issuance of such debt (gross proceeds) plus accrued interest and,
          in the case of original issue discount 

                                          7
<PAGE>


          or zero coupon indebtedness, accreted value to the date of such
          cancellation, but not including any premium or discount at which the
          debt may then be trading or which might otherwise be appropriate for
          such class of debt.

           (iv)     In case of the issuance of additional shares of Common Stock
          upon the conversion or exchange of any obligations (other than
          Convertible Securities), the amount of the consideration received by
          the Company for such Common Stock shall be deemed to be the
          consideration received by the Company for such obligation or shares so
          converted or exchanged, before deducting from such consideration so
          received by the Company any expenses or commissions or compensations
          incurred or paid by the Company for any underwriting of, or otherwise
          in connection with, the issuance or sale of such obligations or
          shares, plus any consideration received by the Company in adjustment
          of interest and dividends.  If obligations or shares of the same class
          or series of a class as the obligations or shares so converted or
          exchanged have been originally issued for different amounts of
          consideration, then the amount of consideration received by the
          Company upon the original issuance of each of the obligations or
          shares so converted or exchanged shall be deemed to be the average
          amount of the consideration received by the Company upon the original
          issuance of all such obligations or shares.  The amount of
          consideration received by the Company upon the original issuance of
          the obligations or shares so converted or exchanged and the amount of
          the consideration, if any, other than such obligations or shares
          received by the Company upon such conversion or exchange shall be
          determined in the same manner as provided in Paragraphs (i) through
          (iii) above with respect to the consideration received by the Company
          in case of the issuance of additional shares of Common Stock or
          Convertible Securities.

     (h)  For purposes of the adjustments provided for in subparagraph (e) 
above, if at any time, the Company shall issue any Convertible Securities, 
the Company shall be deemed to have issued at the same time as the issuance 
of such Convertible Securities the maximum number of shares of Common Stock 
issuable upon conversion of the total amount of Convertible Securities.

                                          8
<PAGE>



     (i)  On the expiration, cancellation or redemption of any Convertible 
Securities, the Exercise Price then in effect hereunder shall forthwith be 
readjusted to such Exercise Price as would have been obtained (a) had the 
adjustments made upon the issuance or sale of such expired, cancelled or 
redeemed Convertible Securities been made upon the basis of the issuance of 
only the number of shares of Common Stock theretofore actually delivered upon 
the exercise or conversion of such Convertible Securities (and the total 
consideration received therefor) and (b) had all subsequent adjustments been 
made only on the basis of the Exercise Price as readjusted under this 
subparagraph (i) for all transactions (which would have affected such 
adjusted Exercise Price) made after the issuance or sale of such Convertible 
Securities.

     (j)  Anything in this Paragraph 8 to the contrary notwith- standing, no 
adjustment in the Exercise Price shall be required unless such adjustment 
would require an increase or decrease of at least 1% in such Exercise Price; 
provided, however, that any adjustments which by reason of this subparagraph 
(j) are not required to be made shall be carried forward and taken into 
account in making subsequent adjustments.  All calculations under this 
Paragraph shall be made to the nearest cent or to the nearest tenth of a 
share, as the case may be.

     (k)  Upon any adjustment of any Exercise Price, then and in each such 
case the Company shall promptly deliver a notice to the registered Holder of 
this Warrant, which notice shall state the Exercise Price resulting from such 
adjustment and the increase or decrease, if any, in the number of shares 
purchasable at such price upon the exercise hereof, setting forth in 
reasonable detail the method of calculation and the facts upon which such 
calculation is based.  

     (l)  Upon any adjustment of the Exercise Price pursuant to any 
provisions contained in this Paragraph 8, the number of Shares issuable upon 
exercise of this Warrant shall be changed to the number of shares determined 
by dividing (i) the aggregate Exercise Price payable for the purchase of all 
Shares issuable upon exercise of the Warrant immediately prior to such 
adjustment by (ii) the Exercise Price per Share in effect immediately after 
such adjustment.

9.  In case at any time:

       (i)     The Company shall pay any dividend payable in stock upon the
     Common Stock or make any distribution (other than regular cash dividends)
     to the holders of the Common Stock;

                                          9
<PAGE>



      (ii)     The Company shall offer for subscription pro-rata to the holders
     of the Common Stock any additional shares of stock of any class or other
     rights;

     (iii)     There shall be any capital reorganization or reclassification of
     the capital stock of the Company, or consolidation or merger of the Company
     with, or sale of all or substantially all of its assets to, another
     corporation; or 

      (iv)     There shall be a voluntary or involuntary dissolution,
     liquidation, or winding up of the Company;

then, in any one or more of such cases, the Company shall give written notice 
to the Holder of the date on which (X) the books of the Company shall close 
or a record shall be taken for such dividend, distribution, or subscription 
rights, or (Y) such reorganization, reclassification, consolidation, merger, 
sale, dissolution, liquidation or winding up shall take place, as the case 
may be. Such notice shall also specify the date as of which the holders of 
Common Stock of record shall participate in such dividend, distribution, or 
subscription rights or shall be entitled to exchange their Common Stock for 
securities or other property deliverable upon such reorganization, 
reclassification, consolidation, merger, sale, dissolution, liquidation, or 
winding up, as the case may be.  Such notice shall be given at least 20 days 
prior to the record date or the date on which the Company's transfer books 
are closed in respect thereof.  Failure to give such notice, or any defect 
therein, shall not affect the legality or validity of any of the matters set 
forth in this paragraph.

10.  (a)  The Holder of this Warrant Certificate, each transferee hereof and 
any holder and transferee of any Shares, by his or its acceptance thereof, 
agrees that (i) no public distribution of Warrants or Shares will be made in 
violation of the Securities Act of 1933 (the "Act"), and (ii) during such 
period as the delivery of a prospectus with respect to Warrants or Shares may 
be required by the Act, no public distribution of Warrants or Shares will be 
made in a manner or on terms different from those set forth in, or without 
delivery of, a prospectus then meeting the requirements of Section 10 of the 
Act and in compliance with all applicable state securities laws.  The Holder 
of this Warrant Certificate and each transferee hereof further agrees that if 
any distribution of any of the Warrants or Shares is proposed to be made by 
them otherwise than by delivery of a prospectus meeting the requirements of 
Section 10 of the Act, such action shall be taken only after submission to 
the Company of an opinion of counsel, reasonably satisfactory in form and 
substance to the Company's 

                                          10
<PAGE>


counsel, to the effect that the proposed distribution will not be in 
violation of the Act or of applicable state law.  Furthermore, it shall be a 
condition to the transfer of the Warrants that any transferee thereof deliver 
to the Company his or its written agreement to accept and be bound by all of 
the terms and conditions contained in this Warrant Certificate.

     (b)  This Warrant or the Shares or any other security issued or issuable 
upon exercise of this Warrant may not be sold or otherwise disposed of except 
as follows:

          (1)  To a person who, in the opinion of counsel for the Holder
     reasonably acceptable to the Company, is a person to whom this Warrant or
     Shares may legally be transferred without registration and without the
     delivery of a current prospectus under the Act with respect thereto and
     then only against receipt of an agreement of such person to comply with the
     provisions of this Section (1) with respect to any resale or other
     disposition of such securities which agreement shall be satisfactory in
     form and substance to the Company and its counsel; provided that the
     foregoing shall not apply to any such Warrant, Shares or other security as
     to which such Holder shall have received an opinion letter from counsel to
     the Company as to the exemption thereof from the registration under the Act
     pursuant to Rule 144(k) under the Act; or

          (2)  To any person upon delivery of a prospectus then meeting the
     requirements of the Act relating to such securities and the offering
     thereof for such sale or disposition.

     (c)  Each certificate for Shares issued upon exercise of this Warrant 
shall bear a legend relating to the non-registered status of such Shares 
under the Act, unless at the time of exercise of this Warrant such Shares are 
subject to a currently effective registration statement under the Act.

11.  (a)  The Warrants represented by this Certificate may be redeemed (as a 
whole at any time or in part from time to time) on not less than thirty (30) 
days' notice, at any time after June 30, [1999], at  a redemption price of 
$.025 per Warrant, provided the average "Market Price" (as hereinafter 
defined) of the Common Stock, receivable upon exercise of such Warrants, over 
20 consecutive trading days has been at least 150% of the then effective 
Exercise Price (the 20 consecutive trading day period referred to as the 
"Measurement Period"). Notwithstanding the foregoing, the Company shall not 
be entitled to redeem any of the 

                                          11
<PAGE>


Warrants represented by this Certificate, unless the Shares into which the 
Warrants are exercisable have been registered under the Act, at all times 
during the applicable Measurement Period and shall continue to be so 
registered at all times between the date on which the notice of redemption is 
given and the "Redemption Date" (as hereinafter defined).  For purposes 
hereof, "Market Price" shall mean with respect to each trading day the 
greater of (i) the closing sales price of the Common Stock reported on the 
American Stock Exchange, or if different, the primary securities exchange on 
which the Common Stock is traded, or for any day on which there is no closing 
sales price so reported, then the closing bid price for such day; and (ii) 
the closing sales price of the Common Stock as reported by the National 
Association of Securities Dealers, Inc. Automated Quotation System, if any, 
or for any day on which there is no closing sales price so reported, then the 
closing bid price for such day, if any.

     (b)  In the event the Company shall elect to redeem all or any part of 
the Warrants, the Company shall fix a date for redemption (the "Redemption 
Date"). Notice of redemption shall be mailed by first class mail, postage 
prepaid, by the Company not less than 30 days from the date fixed for 
redemption to the registered holder of this Warrant Certificate at its last 
address as it shall appear on the Company's Warrant registry books.  Any 
notice mailed in the manner herein shall be conclusively presumed to have 
been duly given whether or not the Holder receives such notice.  Any right to 
exercise a Warrant being redeemed shall terminate at 5:00 P.M. (New York 
time) on the business day immediately preceding the Redemption Date.

     (c)  From and after the date specified for redemption, the Company 
shall, at the place specified in the notice of redemption, upon presentation 
and surrender of this certificate to the Company by or on behalf of the 
Holder thereof, deliver or cause to be delivered to or upon the written order 
of the Holder a sum in cash equal to the redemption price of each Warrant 
being redeemed.  From and after the date fixed for redemption, such Warrants 
shall expire and become void and all rights hereunder with respect thereto, 
except the right to receive payment of the redemption price, shall cease.

     (d)  If less than all of the Commom Stock purchase warrants sold in the 
private placement pursuant to the Memorandum are called for redemption by the 
Company, the particular Common Stock purchase warrants to be redeemed shall 
be selected at random by the Company in such manner as the Company in its 
discretion may deem fair and appropriate.  If there shall be drawn for 
redemption less than all of the Warrants represented by this Warrant 
Certificate, the 

                                          12
<PAGE>


Company shall execute and deliver, upon surrender of this Warrant 
Certificate, without charge to the Holder, a new Warrant Certificate 
representing the number of Warrants not being redeemed.

12.  (a)  This Warrant shall be governed by and construed in accordance with 
the substantive laws of the State of New York, without giving effect to 
conflict of laws principles.

     (b)  This Warrant Certificate constitutes and expresses the entire 
understanding between the parties hereto with respect to the subject matter 
hereof, and supersedes all prior and contemporaneous agreements and 
understandings, inducements or conditions whether express or implied, oral or 
written.  Neither this Warrant Certificate nor any portion or provision 
hereof may be changed, waived or amended orally or any manner other than by 
an agreement in writing signed by the Holder and the Company.

     (c)  Except as otherwise provided in this Warrant Certificate, all 
notices, requests, demands and other communications required or permitted 
under this Warrant Certificate or by law shall be in writing and shall be 
deemed to have been duly given, made and received only when delivered against 
receipt or when deposited in the United States mails, certified or registered 
mail, return receipt requested, postage prepaid, addressed as follows:



Company:  Unapix Entertainment, Inc.
          200 Madison Avenue
          New York, NY 10016 

Holder:   At the address shown for the
          Holder in the registration 
          books maintained by the 
          Company.

     (d)  If any provision of this Warrant Certificate is prohibited by or is 
unlawful or unenforceable under any applicable law of any jurisdiction, such 
provision shall, as to such jurisdiction, be in effect to the extent of such 
prohibition without invalidating the remaining provisions hereof; provided, 
however, that any such prohibition in any jurisdiction shall not invalidate 
such provision in any other jurisdiction; and provided, further that where 
the provisions of any such applicable law may be waived, that they hereby are 
waived by the Company and the Holder to the full extent permitted by law and 
to the end that this 

                                          13
<PAGE>


Warrant instrument shall be deemed to be a valid and binding agreement in 
accordance with its terms.

     IN WITNESS WHEREOF, Unapix Entertainment, Inc. has caused this Warrant 
Certificate to be signed by its duly authorized officers as of the ____ day 
of _________, 1997.

                    UNAPIX ENTERTAINMENT, INC.
               
                    By:    _______________________________
                    Name:  _______________________________
                    Title: _______________________________

Attest:


_______________________________
Name:
Title:
[SEAL]




                                          14
<PAGE>



                                    PURCHASE FORM



To:  Unapix Entertainment, Inc.



     The undersigned hereby irrevocably elects to exercise the attached Warrant
     Certificate,  No.W-__-_______, to the extent of ________ shares of Common
     Stock, $.01 par value per share, of UNAPIX ENTERTAINMENT, INC., and hereby
     makes payment of $_______ in payment of the aggregate exercise price
     thereof.


                     INSTRUCTIONS FOR REGISTRATION OF SECURITIES



     Name:_____________________________________________
     (Please typewrite or print in block letters)



     Address:________________________________________________________________



                                        By:__________________________________



                                          15