Exhibit 4.3

                                 FORM OF WARRANT

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 September 10, 2002

No. A-1                                               September 10, 1997

                        LANCIT MEDIA ENTERTAINMENT, LTD.

                        WARRANTS TO PURCHASE COMMON STOCK

     THIS  CERTIFIES  that ALLEN & COMPANY  INCORPORATED  and its successors and
assigns  (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  THOUSAND  (100,000)  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 $3.00 (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  September  10,  2002 at the office of the  Company or, if the Com pany
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 made by wire
transfer to an account  designated  by the Company in writing or by certified or
official bank check.

     In lieu of the exercise of the Warrants,  in whole or in part,  pursuant to
the above  paragraph,  the Holder may, as to any  Warrant  Shares then  issuable
hereunder  as to which the  Holder  wishes to  exercise  his  rights  under this
paragraph  (the  "Conversion  Shares"),  elect  instead to convert  his right to
purchase such  Conversion  Shares  pursuant to this Warrant  Certificate  into a
number of shares of Common  Stock  equal to (a) the product of the number of the
Conversion  Shares  times the excess,  if any, of (i) the Market Price Per Share
(as  hereinafter  defined) as of the date of exercise of such  conversion  right
over (ii) the  Exercise  Price,  divided by (b) the Market Price Per Share as of
the date of  exercise  of such  conversion  right.  In order  to  exercise  such
conversion privilege, the Holder shall surrender to the Company, at its offices,
this Warrant  Agreement  accompanied by a duly completed Notice of Conversion in
the form  attached  hereto.  The Warrants (or so much thereof as shall have been
surrendered for conversion)  shall be deemed to have been converted  immediately
prior to the close of business on the day of surrender of such Warrant Agreement
for  conversion in accordance  with the foregoing  provisions  (the  "Conversion
Date").  As promptly as practicable on or after the Conversion Date, the Company
shall issue and shall  deliver to the Holder (i) a certificate  or  certificates
representing  the number of shares of Common  Stock to which the Holder shall be
entitled



<PAGE>

as a result of the  conversion,  and (ii) if the Warrants are being converted in
part only, a new Warrant Certificate representing the unconverted portion of the
Warrants.  For purposes of this  paragraph,  the Market Price per Share shall be
the  average of the last ten  "daily  sales  prices" of the Common  Stock on the
National Market or Small Cap Market of NASDAQ on the last ten trading days prior
to the Conversion Date.

          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.

<PAGE>




          (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.

          (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 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.



<PAGE>

     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,
assignede,  transferred,  pledged or  hypothecated  without the express  written
consent of the Company in each instance,  except to a wholly-owned subsidiary of
the Holder.  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  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, 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 without a legend, if either (i)such Warrant Shares have
          been registered for resale under the Securities Act or (ii)such Holder
          has  delivered  to the  Company  an opinion  of legal  counsel,  which
          opinion shall be addressed to



<PAGE>

          the Company and be  reasonably  satisfactory  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.  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.  In the event that,  prior to the filing of a
               registration  statement  with  respect to the  Warrant  Shares in
               accordance  wtih  this  parargraph  7(d),  the  Company  files  a
               registration  statement  with  respect to its Common Stock (other
               than on Form S-4 or S-8 or comparable  forms),  it will so notify
               the  Holder to enable  the Holder to  exercise  its  registration
               rights pursuant to this paragraph (in which event the Company may
               either  include  the  Warrant  Shares in such other  registration
               statement   or  file  a  separate   registration   statement   as
               contemplated  hereby).  Following the filing of any  registration
               statement covering the Warrant Shares, 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 use its
               best efforts to prepare promptly a supplement or amendment to the
               registration  statement  to  correct  such  untrue  statement  or
               omission  (after the same has become  effective),  and  deliver a
               number of copies of such supplement or amendment 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 September 10, 2002.

          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:




<PAGE>

          (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.

          (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


   Countersigned:


       /s/LAURENCE A. LANCIT
       Laurence A. Lancit, Co-President






<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 NOTICE OF CONVERSION


     The  undersigned  irrevocably  elects to  convert,  pursuant to the Warrant
Certificate  issued by Lancit Media  Entertainment,  Ltd. (the "Company") to the
Holder, dated  __________________  (the "Warrant Agreement"),  the undersigned's
right  to  purchase  __________   Conversion  Shares  pursuant  to  the  Warrant
Certificate into shares of the Common Stock of the Company.

     The undersigned  hereby requests (a) that certificates for such shares (and
any securities or other  property  issuable upon such exercise) be issued in the
name of, and delivered to, ______________ and (b) the Conversion Shares referred
to above shall not include  all of the  Warrant  Shares  issuable as provided in
said  Warrant,  that a new  Warrant  Certificate  of like tenor and date for the
balance  of  the  Warrant  Shares  issuable   thereunder  be  delivered  to  the
undersigned.




                             Name of Holder



                             Signature



                             Address:

NOTICE: The signature on this subscription form must correspond with the name as
     written  upon the face of the  Warrant  Agreement,  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:


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