Exhibit 4.2



     THE WARRANTS  EVIDENCED BY THIS  CERTIFICATE AND THE SHARES OF COMMON STOCK
ISSUABLE  UPON  EXERCISE OF SUCH  WARRANTS  HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES  ACT OF 1933, AS AMENDED,  OR UNDER ANY APPLICABLE  STATE  SECURITIES
LAWS.  THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
DISTRIBUTION,   AND  MAY  NOT  BE  SOLD,  ASSIGNED,   TRANSFERRED,   PLEDGED  OR
HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH
ACT AND UNDER  SUCH  LAWS OR AN  EXEMPTION  FROM  REGISTRATION  THEREUNDER.  THE
WARRANTS  EVIDENCED HEREBY ARE ALSO SUBJECT TO CERTAIN  RESTRICTIONS ON TRANSFER
AS SET FORTH HEREIN.

           VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON JUNE 2, 2001

No. R-1                                                          JUNE 2, 1997

                        LANCIT MEDIA ENTERTAINMENT, LTD.
                        WARRANTS TO PURCHASE COMMON STOCK
     THIS CERTIFIES that Robinson  Lerer & Montgomery,  LLC ("Robinson  Lerer"),
and its successors and assigns to the extent permitted  hereunder  (hereinafter,
the  "Holder"),  is the  registered  holder of Warrants  entitling the Holder to
purchase  from Lancit Media  Entertainment,  Ltd., a  corporation  organized and
existing under the laws of the State of New York (the "Company"), subject to the
terms and conditions  set forth herein,  up to ONE HUNDRED  TWENTY-TWO  THOUSAND
NINETY-THREE  (122,093) fully paid and  non-assessable  shares (each, a "Warrant
Share") of the Common Stock, par value $0.001 per share, of the Company (subject
to adjustment  as provided  herein,  the "Common  Stock") at a price per Warrant
Share of $3.625  (subject  to  adjustment  as  provided  herein,  the  "Purchase
Price").  The Holder shall be entitled to exercise the Warrants,  in whole or in
part, upon surrender of this Warrant Certificate, submission of the subscription
form  annexed  hereto duly  executed,  and payment in lawful money of the United
States of the Purchase Price in respect of the Warrant Shares being purchased at
any time on or after the date hereof and at or prior to 5:00 P.M. (New York City
Time) on June 2, 2001 at the  office of the  Company  or, if the  Company  shall
designate  a warrant  transfer  agent,  at the office of such  warrant  transfer
agent. Upon the partial exercise of the Warrants  evidenced by this Certificate,
the  Company  shall  issue or cause to be  issued  to the  Holder a  certificate
evidencing  the  balance  of the  Warrants  not  then  exercised.  The  Warrants
represented by this Warrant Certificate may not be exercised as to a fraction of
a Warrant Share. Payment of the Purchase Price shall be made by wire transfer to
an account designated by the Company in writing or by certified or official bank
check.
     1. Upon the  surrender  of this  Warrant  Certificate,  delivery  of a duly
executed subscription form and payment of the Purchase Price for the Warrants to
be exercised,  as herein  provided,  such Warrants  shall be deemed to have been
exercised and the person  exercising  the same shall become the holder of record
of the  Warrant  Shares  so  purchased  for  all  purposes  on the  date of such
surrender,  delivery and payment; provided, however, that if such date is a date
on which the stock transfer  books of the Company are closed,  such person shall
be deemed to have become the record holder of such shares of Common Stock on the
next  succeeding  date on which the stock  transfer  books are open.  As soon as
practicable after such surrender,  delivery and payment, the Company shall issue
and deliver to the Holder a certificate or certificates representing the Warrant
Shares so  purchased  and,  in the case of a  fractional  interest  in a Warrant
Share,  cash as herein provided.  Upon surrender of this Warrant  Certificate to
the Company (or its warrant  transfer  agent,  if any),  the Company (or warrant
transfer agent) shall cancel this Warrant  Certificate,  and to the extent there
is a partial  exercise  of the  Warrants  evidenced  hereby,  the Holder of this
Warrant  Certificate  shall receive a replacement  Warrant  Certificate  of like
tenor and date  evidencing  the  number  of  Warrants  that  shall not have been
exercised, unless such Warrants shall have expired.

     2.  Notwithstanding the foregoing,  if the Company shall give notice to its
shareholders of the liquidation,  dissolution or winding up of the Company,  the
right to exercise the Warrants  evidenced hereby shall terminate at the close of
business on the third full business day prior to the record date for determining
the  Company's   shareholders   entitled  to  receive  any   distribution   upon
liquidation, dissolution or winding up, as such record date is specified in such
notice.

     3. The number  and kinds of shares of stock of the  Company  issuable  upon
exercise,  in whole or in part, of the Warrants  evidenced hereby are subject to
modification and adjustment upon the happening of certain events, as follows:

     (a) If, at any time after the date hereof, the Company shall declare or pay
a dividend  or make a  distribution  to its  shareholders  consisting  of Common
Stock,  the Holder shall,  upon the exercise of such  Warrants  after the record
date for such dividend,  receive,  in addition to the Warrant  Shares  otherwise
issuable  upon such  exercise,  the number of shares of Common  Stock  which the
Holder  would have been  entitled  to  receive  had the  Holder  exercised  such
Warrants immediately prior to the record date for such dividend.

     (b)  If,  at any  time  after  the  date  hereof,  the  Company  shall,  by
subdivision,  combination or reclassification of Common Stock, or through merger
or  consolidation,  or otherwise,  alter or modify the number,  kind or class of
shares of Common Stock, or other securities or property of the Company, then, as
of the record date for such  alteration  or  modification,  the  Warrant  Shares
issuable upon the exercise of a Warrant shall be adjusted so as to amount to the
number of shares of capital stock or other securities or property of the Company
that the Holder would have owned or would have been  entitled to receive had the
Warrants  evidenced hereby been exercised  immediately  prior to the record date
for such  subdivision,  combination  or  reclassification  of Common  Stock,  or
merger, consolidation or other alteration or modification.

     (c) Unless the  context  otherwise  indicates,  all  references  to Warrant
Shares  in  this  Warrant  Certificate  shall,  in the  event  of an  adjustment
hereunder,  be  deemed  to  refer  also  to any  other  securities  or  property
receivable upon exercise of the Warrants pursuant to such adjustment.

     (d) This Warrant  Certificate need not be amended because of any adjustment
in the number and/or content of Warrant Shares pursuant hereto,  and any Warrant
Certificate delivered after such adjustment may state the same number of Warrant
Shares as is stated in the Warrant Certificate  originally  delivered.  However,
the Company may, with the prior written consent of the Holder, amend the form of
Warrant  Certificate,  provided  such  amendment  in form  does not  affect  the
substance  thereof;  and any Warrant  Certificate  thereafter  countersigned and
delivered,  whether in  exchange  or  substitution  for an  outstanding  Warrant
Certificate or otherwise, may be in such amended form.

     (e) If, by reason  of the  calculation  of the  number  of  Warrant  Shares
issuable  upon exercise of the Warrants or any  adjustment  made pursuant to the
terms hereof, the Holder would be entitled, upon any exercise hereof, to receive
a fractional  interest in a share of Common Stock, the Company shall,  upon such
exercise,  purchase such fractional  interest for an amount in cash equal to (i)
the then current market value of such fractional interest, computed on the basis
of the  average  closing bid and asked  prices of shares of Common  Stock on the
exercise  date as  furnished  to the  Company by any member of member  firm of a
registered  national  securities  exchange  selected  from  time  to time by the
Company for that  purpose or (ii) if such shares of Common Stock are listed on a
national  securities  exchange  or traded on a national  market  system,  at the
closing price of such shares on the exercise date. <PAGE>




     (f) Except as otherwise  set forth  herein,  the Holder shall not, upon any
exercise  hereof,  be entitled to any dividends  that may have accrued since the
date hereof with respect to the Warrant Shares issuable in respect  thereof,  or
to any interest that may have accrued upon any evidence of indebtedness included
in the Warrant Shares.

     (g) Whenever an adjustment in respect of the Warrant Shares or the Purchase
Price is made pursuant to the terms hereof,  the Company shall  promptly mail to
the Holder at the address  registered  with the Company a notice  setting  forth
such  adjustment and the reasons  therefor and the calculation  thereof.  In the
event that any of the circumstances  described in clause (a) or (b) above occur,
the   Purchase   Price   shall,   if   applicable,   be  adjusted   accordingly.
Notwithstanding  anything to the contrary herein,  no provisions of this Warrant
Certificate  shall entitle the Holder to any  adjustment in Warrant  Shares as a
result  of the  issuance  of any  securities  of the  Company,  or any  options,
warrants or other  rights to purchase any such  securities,  except as expressly
provided in clause (a) or (b), above.

     4. In the  event of the  liquidation,  dissolution,  or  winding  up of the
Company  (which shall not include an event  described in paragraph  5), a notice
thereof shall be filed by the Company with the warrant  transfer  agent,  if any
shall have been  designated  by the Company,  at least thirty (30) days prior to
the record date (which date shall be specified  in such notice) for  determining
security holders of the Company  entitled to receive any distribution  upon such
liquidation, dissolution, or winding up. Such notice also shall specify the date
on which the right to exercise the Warrants shall expire.  A copy of such notice
shall be mailed to the Holder at the  address  registered  with the  Company not
more than thirty (30) nor less than twenty (20) days before such record date.

     5. In the case of any  consolidation  or merger of the Company with or into
another  corporation  (other than a consolidation or merger in which the Company
is the continuing  corporation and which does not result in any reclassification
or change of outstanding  shares of the class or classes of the Warrant Shares),
or in the case of any sale or transfer to another corporation of the property of
the Company in its entirety or substantially in its entirety,  the Holder,  upon
the  exercise  hereof in whole or in part at any time after such  consolidation,
merger,  sale or  transfer,  shall be entitled to receive the kind and amount of
shares of Common Stock and other  securities and property which the Holder would
have received upon such consolidation,  merger, sale, or transfer had the Holder
exercised its Warrants immediately prior thereto.

     6. The issue of any shares of Common Stock or other  certificates  upon any
exercise  of the  Warrants  shall be made  without  charge to the Holder for any
stamp or transfer tax in respect  thereof.  The Company shall not,  however,  be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and  delivery of any  certificate  in a name other than that of the
Holder,  and the  Company  shall not be  required  to issue or deliver  any such
certificate  unless and until the person or persons requesting the issue thereof
shall have paid to the Company the amount of such tax or shall have  established
to the satisfaction of the Company that such tax has been paid.

     7. (a) The Warrants evidenced by this Warrant  Certificate may not be sold,
assigned,  transferred,  pledged or  hypothecated  without the  express  written
consent  of the  Company in each  instance,  except to (i)  members of  Robinson
Lerer,  (ii) the spouse or any children or grand-  children of any such members,
or (iii) a trust or trusts for the sole benefit of the Holder and/or one or more
of such  persons.  With  respect  to any such  permitted  transfer,  or upon the
Holder's obtaining such consent,  upon surrender of this Warrant  Certificate to
the Company with a duly executed Assignment Form and funds sufficient to pay any
transfer tax, the Company shall, without additional charge,  execute and deliver
a new Warrant  Certificate or Warrant  Certificates of like tenor in the name of
the assignee named in such Assignment Form, and this Warrant  Certificate  shall
promptly be canceled.  Any such transfer  shall be subject,  if requested by the
Company,  to the receipt by the Company of a written  opinion of legal  counsel,
which opinion  shall be addressed to the Company and be reasonably  satisfactory
in form and substance to the Company, to the effect that the proposed

<PAGE>



transfer  of  this  Warrant  may be  effected  without  registration  under  the
Securities  Act of 1933, as amended (the  "Securities  Act").  In addition,  the
Holder and the proposed  transferee shall execute any  documentation  reasonably
required  by the  Company to ensure  compliance  with the terms of this  Warrant
Certificate and the Securities Act. The Holder shall not be entitled to transfer
this Warrant  Certificate,  or any part  thereof,  if such legal  opinion is not
reasonably  acceptable to the Company or if such  documentation is not provided.
The term  "Warrant  Certificate"  as used herein  shall be deemed to include any
Warrant  Certificates  issued  in  substitution  or  exchange  for this  Warrant
Certificate.

     (b)  Subject  to the  provisions  of this  paragraph  7, in the  event of a
transfer  permitted  hereunder,  this  Warrant  Certificate  may be divided upon
surrender at the principal office or the Company,  without charge to the Holder,
and upon such division,  the Warrant Certificates issued in exchange herefor may
be transferred  of record as the then holder thereof may specify  without charge
to such holder (other than any applicable transfer taxes).

     (c) Except as  otherwise  contemplated  by this  paragraph  7, each Warrant
Certificate  issued upon direct or indirect  transfer or in substitution for any
Warrant  Certificate  pursuant to this paragraph 7 shall be stamped or otherwise
imprinted  with a restrictive  legend  similar to that set forth on this Warrant
Certificate,  and each stock  certificate  for  Warrant  Shares  issued upon the
exercise  of any Warrant  and each stock  certificate  issued upon the direct or
indirect  transfer  of any such  Warrant  Shares  shall be stamped or  otherwise
imprinted with a legend in substantially the following form:

                  THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
         REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR ANY STATE
         SECURITIES  LAWS AND NEITHER SUCH  SECURITIES NOR ANY INTEREST  THEREIN
         MAY BE  OFFERED,  SOLD,  ASSIGNED,  TRANSFERRED,  PLEDGED OR  OTHERWISE
         DISPOSED OF EXCEPT  PURSUANT  TO AN  EFFECTIVE  REGISTRATION  STATEMENT
         UNDER  SUCH  ACT  AND  SUCH  LAWS  OR AN  EXEMPTION  FROM  REGISTRATION
         THEREUNDER.

The Holder may  require  the  Company to issue a stock  certificate  for Warrant
Shares,  in each case without a legend,  if either (i) such Warrant  Shares have
been  registered  for resale under the  Securities  Act of 1933, as amended (the
"Securities  Act") or (ii)such Holder has delivered to the Company an opinion of
legal counsel, which opinion shall be addressed to the Company and be reasonably
satis  factory in form and  substance  to the  Company,  to the effect that such
registration is not required with respect to such Warrant Shares.

     (d)  Notwithstanding  any contrary  provision of this paragraph 7, upon the
written request of the Holder, and subject to compliance with any obligations to
notify the holders of "piggy- back"  registration  rights, the Company shall use
its best  efforts to effect the  registration  of the Warrant  Shares  under the
Securities Act of 1933, as amended,  on Form S-3 and to keep in effect a current
registration  statement on Form S-3 relating to the Warrant Shares for such time
as the Warrants remain  exercisable,  and shall use its commercially  reasonable
efforts to cause such Warrant  Shares to be listed on such  national  securities
exchange,  or to cause  such  Warrant  Shares to be quoted on NASDAQ  under such
designation,  as may then be applicable to the Company's  publicly traded common
stock, all at the Company's sole expense.  Notwithstanding the foregoing, if the
Company shall furnish to the Holder a certificate stating that in the good faith
judgment of the Board of Directors a  registration  would  require the premature
disclosure  of  material  non-public   information  which  disclosure  would  be
seriously  detrimental to the Company,  the Company's obligation to use its best
efforts to file a registration  statement  shall be deferred for a period not to
exceed 120 days.  Following  the filing of such a  registration  statement,  the
Company shall promptly  notify the Holder of the happening of any event of which
the  Company  has  knowledge,  as a result of which  the  Company  believes  the
prospectus included in the registration  statement,  as then in effect, includes
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances then existing, not misleading, and shall

<PAGE>


use its best  efforts  to prepare  promptly a  supplement  or  amendment  to the
registration statement to correct such untrue statement or omission, and deliver
a number of copies of such  supplement  or amendment  (after the same has become
effective) to the Holder as the Holder may  reasonably  request;  in such event,
the Holder shall suspend sales pursuant to the registration statement until such
supplement or amendment has been so filed and delivered.

     8. Subject to the terms and conditions hereof,  upon receipt by the Company
of evidence  reasonably  satisfactory to it of the loss,  theft,  destruction or
mutilation  of this  Warrant  Certificate  and,  in the case of  loss,  theft or
destruction,  of such bond or  indemnification  as the  Company  may  reasonably
require, and, in the case of such mutilation, upon surrender and cancellation of
this  Warrant  Certificate,  the Company  will execute and deliver a new Warrant
Certificate of like tenor.

     9. This Warrant  Certificate  and the Warrants  evidenced  hereby shall not
entitle the Holder to any rights of a shareholder  of the Company  either at law
in or  equity  including,  without  limitation,  the right to vote,  to  receive
dividends  and other  distributions,  to exercise  any  preemptive  rights or to
receive any notice of meetings of  shareholders  or of any other  proceedings of
the Company, except as expressly provided herein.

     10. To the  extent  then  unexercised,  this  Warrant  Certificate,  in all
events,  shall be  canceled  and have no effect  after 5:00 P.M.  (New York City
Time) on June 2, 2001.

     11.  In the  event  that  one or more  of the  provisions  of this  Warrant
Certificate shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Warrant  Certificate,  but this Warrant  Certificate
shall be construed as if such invalid,  illegal or  unenforceable  provision had
never been contained herein.

     12. The Company hereby represents and warrants to the Holder as of the date
hereof as follows:

     (a) The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of New York, with full corporate power
and authority to own, lease and operate its  respective  properties and to carry
on its  business in the places and in the manner as currently  conducted  and as
currently contemplated to be conducted.

<PAGE>

     (b) The execution,  delivery and performance by the Company of this Warrant
Certificate  is within the  corporate  power of the  Company,  and this  Warrant
Certificate has been duly and validly authorized,  executed and delivered by the
Company.  This Warrant  Certificate and the Warrants evidenced hereby constitute
the valid and binding obligations of the Company, enforceable in accordance with
their  terms,  except  as such  enforceability  may be  subject  to  bankruptcy,
insolvency,  moratorium  and other  similar  laws  affecting  creditors'  rights
generally and to general equitable principles.

     13. This  Warrant  Certificate  shall be binding  upon the  successors  and
assigns of the Company.

     14.  This  Warrant  Certificate  shall  be  governed  by and  construed  in
accordance  with the laws of the State of New  York,  without  giving  effect to
provisions thereof governing conflicts of law.

     15. All the covenants, agreements, representations and warranties contained
in this Warrant  Certificate  shall bind the parties hereto and their respective
heirs,  executors,   administrators,   distributors,   successors  and  assigns.
Assignability of rights is limited under the terms of this Warrant Certificate.



     IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
duly executed and delivered by its officer hereunder duly authorized.


                              LANCIT MEDIA ENTERTAINMENT, LTD.



                            By: /s/ SUSAN L. SOLOMON
                                 --------------------------------------------
                                 Susan L. Solomon, Chief Executive Officer






<PAGE>


                             [Form of Subscription]

               (To be Delivered by the Holder desiring to exercise
            any of the Warrants evidenced by the Warrant Certificate)

To: LANCIT MEDIA ENTERTAINMENT, LTD.

     The undersigned hereby irrevocably elects to exercise Warrants, pursuant to
the  Warrant  Certificate  issued  by  Lancit  Media  Entertainment,  Ltd.  (the
"Company") to the Holder, dated  __________________ (the "Warrant Certificate"),
for,  and to purchase  thereunder,  full  shares of Common  Stock of the Company
issuable  upon  exercise  of  said  Warrants  and  delivery  of $ in the  manner
specified in the Warrant  Certificate,  which represents  payment in full of the
Purchase Price for said Warrants.

     The undersigned  requests that [a] certificate[s] for such shares be issued
in the name[s] of .


HOLDER'S SOCIAL SECURITY
OR TAX IDENTIFICATION NUMBER:


(Please print name and address)






(Signature)


     If said number or Warrants  shall not be all of the  Warrants  evidenced by
the Warrant Certificate, the undersigned requests that a new Warrant Certificate
evidencing  the Warrants not so exercised be issued in the name of and delivered
to:


(Please print name and address)






(Signature)

NOTICE: The signature on this subscription form must correspond with the name as
written  upon  the  face of the  Warrant  Certificate,  or upon  the  assignment
thereof,  in every particular,  without alteration,  enlargement,  or any change
whatsoever  and must be  guaranteed by a  participant  in a signature  guarantee
program recognized by The Securities Transfer Association, Inc.


<PAGE>

                               FORM OF ASSIGNMENT

(To be executed  only upon  transfer of this  Warrant as permitted by the within
                              Warrant Certificate)

     For value received, the undersigned registered holder of the within Warrant
Certificate  hereby sells,  assigns and transfers unto the right  represented by
such  Warrant  Certificate  to purchase  ___________  shares of Common  Stock of
Lancit  Media  Entertainment,  Ltd.  (the  "Company"),  to  which  such  Warrant
Certificate  relates  and all  other  rights  of the  holder  thereof  under the
Warrants  evidenced thereby and appoints  _______________  Attorney to make such
transfer  on the books of the Company  maintained  for such  purpose,  with full
power of substitution in the premises.

Dated: __________________


                                   (Signature)


                                  (Print Name)


                                   (Street Address)


                                   (City)                (State) (Zip Code)


Signed in the presence of:

transfer  on the books of the Company  maintained  for such  purpose,  with full
power of substitution  in the premises.  Dated:  __________________  (Signature)
(Print Name) (Street  Address)  (City) (State) (Zip Code) Signed in the presence
of: ___________________________
---------------------------