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                                 AMENDMENT NO. 1
                          DATED AS OF DECEMBER 12, 1997
                                     TO THE
                              EMPLOYMENT AGREEMENT
                               DATED JUNE 1, 1997

     This Amendment No. 1 (this "Amendment"), dated as of December 12, 1997, is
by and between Platinum Entertainment, Inc., a Delaware corporation (the
"Company"), and Thomas R. Leavens ("Executive").

                                    RECITALS

     A.   The Company and Executive are parties to that certain Employment
Agreement, dated as of June 1, 1997 (the "Employment Agreement").  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in the Employment Agreement.

     B.   Pursuant to Section 11(e) of the Employment Agreement, the Employment
Agreement may be amended by written agreement of the Company and Executive.

     C.   The Company and Executive desire to amend the Employment Agreement as
set forth below.

                                   AGREEMENTS

     In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     SECTION 1.     AMENDMENT TO EMPLOYMENT AGREEMENT.  Section 7 of the
Employment Agreement is hereby amended to add a new subparagraph 5 at the end
thereof, such subparagraph to read in its entirety as follows:

     "(5) Notwithstanding the foregoing, no Change of Control shall be deemed to
     have occurred upon or as a result of (i) the issuance of Series B
     Convertible Preferred Stock of the Company or warrants to purchase shares
     of Common Stock of the Company in connection with that certain Investment
     Agreement, dated October 12, 1997, as amended by letters dated October 28,
     1997, October 30, 1997 and November 26, 1997 (the "Investment Agreement"),
     between the Company and the purchasers named therein (the "Purchasers"),
     (ii) upon the acquisition of any shares of Common Stock of the Company
     pursuant to the exercise of any warrants issued pursuant to the Investment
     Agreement, (iii) upon the exercise of any of the rights and privileges
     granted to each of the Purchasers pursuant to Section 6.2.5 of the
     Investment Agreement, (iv) upon the exercise of any rights and privileges
     granted to the holders of the Company's Series B Preferred Stock pursuant
     to Section 5.1 of the Certificate of Designations creating the terms of the
     Series B Preferred Stock, or (v) otherwise as a result of the equity
     ownership or



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     designation of directors by the Purchasers or their Affiliates (as defined
     in the Investment Agreement), employees, partners or members."


     SECTION 2.     REFERENCE TO AND EFFECT ON THE EMPLOYMENT AGREEMENT.

     2.01.     Each reference in the Employment Agreement to "this Agreement",
"hereunder", "hereof", "herein", or words of like import shall mean and be a
reference to the Employment Agreement as amended hereby, and each reference to
the Employment Agreement in any other document, instrument or agreement shall
mean and be a reference to such Employment Agreement as amended hereby.

     2.02.     Except as specifically amended above, the Employment Agreement
shall remain in full force and effect and is hereby ratified and confirmed.

     SECTION 3.     EXECUTION IN COUNTERPARTS.  This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same
instrument.

     SECTION 4.     HEADINGS.  Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
as of the date first above written.


                                   PLATINUM ENTERTAINMENT, INC.


                                   By: /s/ Steven Devick
                                      ----------------------
                                   its: President
                                       ---------------------

                                   /s/ Thomas R. Leavens
                                   -------------------------
                                   THOMAS R. LEAVENS