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                                   EXHIBIT 4.2

                           CERTIFICATE OF DESIGNATIONS
                                     OF THE
                      SERIES B CONVERTIBLE PREFERRED STOCK
                                       OF
                     THE PRODUCERS ENTERTAINMENT GROUP LTD.

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

       The Producers Entertainment Group Ltd. (the "Company"), a corporation
organized and existing under the General Corporation Law (the "GCL") of the
State of Delaware, DOES HEREBY CERTIFY:

       That pursuant to authority conferred upon the Board of Directors (the
"Board") in the Restated Certificate of Incorporation of the Company, and
pursuant to the provisions of Section 151 of the GCL, the Board, by unanimous
written consent dated July 15, 1998, duly adopted resolutions providing for
the designation and issuance of a series of 1,375,662 shares of preferred
stock, $0.001 par value per share, designated "Series B Convertible Preferred
Stock" (the "Series B Stock"). The resolutions of the Board designating the
Series B Stock read as follows:

       "RESOLVED that pursuant to the authority expressly granted to and
vested in the Board of Directors of this Company in Article VII of the
Restated Certificate of Incorporation of this Company, a series of preferred
stock of the Company be and is hereby fixed and given the distinctive
designation of "Series B Convertible Preferred Stock" (the "Series B Stock"),
said Series B Stock to consist of 1,375,662 shares with $0.001 par value per
share, and of which the voting powers, preferences and relative
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, shall be as follows:

                               1.  DIVIDENDS.

       The Series B Stock is not, and shall not be, entitled to receive any
dividends if and when declared by the Board, whether payable in cash,
property or stock.

             2.  RIGHTS ON LIQUIDATION, DISSOLUTION AND WINDING-UP.

       In the event of any liquidation, dissolution or winding up of the
Company, the holders of shares of Series B Stock shall not be entitled to be
paid anything out of the assets of the Company available for distribution to
its stockholders, whether from capital, surplus or earnings.

                                 3.  VOTING.

       The Series B Stock shall have no voting rights other than as may be
required by law or as set forth below.

                            4.  CONVERSION RIGHTS.

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       (a)  OPTIONAL CONVERSION OF SERIES B STOCK.  Subject to the requisite
approval of the holders of shares of the Company's common stock, $0.001 par
value per share (the "Common Stock") as may be required by applicable laws
and/or listing rules, each share of Series B Stock may, immediately following
such approval, be converted, at the option of the holder in its sole and
absolute discretion, into one share of Common Stock of the Company.

       (b)  TERMINATION OF RIGHTS.  Upon the effective date of the conversion
of shares of Series B Stock and conditioned upon fulfillment of the
obligations set forth below, all rights in respect of the shares being
converted (except the right to receive shares into which such shares are
converted) shall cease and terminate and such shares shall no longer be
deemed outstanding. At any time on or after the effective date of the
conversion of shares of Series B Stock, the holder of any shares so converted
shall be entitled to receive the number of shares of Common Stock resulting
from such conversion, upon delivery to the Company during regular business
hours, at the office of any transfer agent of the Company for the shares
being converted or at such other place as may be designated by the Company,
the certificate or certificates for the shares of Series B Stock to be
converted, duly endorsed or assigned in blank or to the Company (if required
by it), accompanied by written notice stating the name or names (with
address) to be set forth on the certificate or certificates for the shares of
Common Stock to be issued. As promptly as practicable thereafter (but in any
event within five business days), the Company shall issue and deliver to or
upon the written order of such holder, to the place designated by such
holder, a certificate or certificates for the number of shares to which such
holder is entitled as a result of such conversion, and a certificate
representing any shares of Series B Stock which were represented by the
certificate or certificates delivered to the Company in connection with such
conversion but which were not converted. The person or persons whose names
appear on the certificate or certificates for shares to be issued shall each
be deemed to have become a stockholder of record on the effective date of
such conversion unless the transfer books of the Company are closed on that
date, in which event each such holder shall deemed to have become a
stockholder of record on the next succeeding date on which the transfer books
are open.

       (c)  NOTICE OF CONVERSION.  Holders of Series B Stock electing to
convert their shares shall deliver a written notice of such election to the
Company on or prior to the effective date of such conversion. All notices of
conversion required to be given hereunder to the Company by the stockholders
shall set forth the number of shares being converted, the effective date of
such conversion, and shall be delivered by first class, certified mail,
postage prepaid and return receipt requested. Such notice shall be deemed
delivered when deposited in the United States mail.

       (d)  MANDATORY REDEMPTION.  Notwithstanding any other provision set
forth herein, all shares of Series B Stock that have not been converted and
are outstanding on the day after the date that is five years from the date of
issuance of such shares of Series B Stock (the "Unconverted Stock"), shall
automatically be canceled and deemed redeemed back to the Company and the
holder of such shares of Unconverted Stock shall receive, from the Company,
the total of the par value price per share ($0.001) MULTIPLIED BY the
aggregate number of shares of Unconverted Stock.

       (e)  TRANSFER TAXES.  The Company shall pay all documentary, stamp or
other transactional taxes attributable to the issuance or delivery of shares
of Common Stock of the Company upon conversion of any shares of Series B
Stock; provided, however, that the Company shall not be required to pay any
taxes which may be payable in respect of any transfer involved in the
issuance or delivery of any

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certificate for such shares in a name other than that of the holder of the
shares of Series B Stock in respect of which such shares are being issued.

       (f)  RESERVE SHARES.  The Company shall reserve, free from preemptive
rights, out of its authorized but unissued shares of Common Stock, solely for
the purpose of effecting the conversion of the shares of Series B Stock,
sufficient shares of Common Stock to provide for the conversion of all
outstanding shares of Series B Stock.

       (g)  VALIDLY ISSUED SHARES.  All shares of Common Stock which may be
issued in connection with the conversion provisions set forth herein will,
upon issuance by the Company, be validly issued, fully paid and
nonassessable, and free from all taxes, liens or charges with respect thereto.

                                5.  ADJUSTMENTS.

       (a)  STOCK SPLITS AND COMBINATIONS.  If the Company at any time or
from time-to-time, fixes a record date for a split, stock dividend or
subdivision of the outstanding shares of Common Stock, then, following such
record date (or the date of such split, stock dividend or subdivision if no
record date is fixed), the Series B Stock shall be appropriately adjusted so
that the number of shares of Common Stock issuable on conversion of each
share of Series B Stock shall be increased in proportion to such increase in
the number of outstanding shares of Common Stock. If the number of shares of
Common Stock outstanding at any time, is decreased by a combination of the
outstanding shares of Common Stock then, following the record date of such
combination, the Series B Stock shall be appropriately adjusted so that the
number of shares of Common Stock issuable on conversion of each share of
Series B Stock shall be decreased in proportion to such decrease in the
number of outstanding shares of Common Stock.

       (b)  SUCCESSIVE CHANGES.  The above provisions of this Section 5 shall
similarly apply to successive subdivisions, combinations or recapitalization
of the Common Stock and successive mergers, consolidations or sales of the
Company or any successor thereof.

                            6.  PREEMPTIVE RIGHTS.

       The holders of Series B Stock shall not have any preemptive right to
subscribe for any additional shares of any class of stock of the Company, now
or hereafter authorized, or for any issue of bonds, notes or other securities
convertible into any class of stock of the Company.

                                7.  LIMITATIONS.

       (a)  So long as any shares of Series B Stock are outstanding, the
Company shall not, without the affirmative vote or the written consent as
provided by law, of the holders of at least a majority of the outstanding
shares of such Series B Stock, voting as a class, change the rights,
preferences, privileges or restrictions with respect to such series in any
material respect prejudicial to the holders thereof.

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       (b)  The provisions of this Section 7 shall not in any way limit the
right and power of the Company to issue bonds, notes, mortgages, debentures
and other obligations, and to incur indebtedness to banks and to other
lenders."

       IN WITNESS WHEREOF, the Company has caused this Certificate to be
signed by Irwin Meyer, its Chief Executive Officer, and attested by Arthur
Bernstein, its Secretary, as of the 15th day of July 1998.


                     The Producers Entertainment Group Ltd.


                  By:           /s/ Irwin Meyer
                      ---------------------------------------
                                   Irwin Meyer
                             Chief Executive Officer



                                     Attest:


                   By:         /s/ Arthur Bernstein
                      ---------------------------------------
                               Arthur H. Bernstein
                                    Secretary



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