<PAGE>

                                                                 EXHIBIT 4.5



          NEITHER THIS WARRANT NOR ANY SECURITIES ACQUIRED UPON THE EXERCISE 
OF THIS WARRANT (THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES 
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS 
AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, 
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE 
SECURITIES LAWS OR AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT 
AND SUCH LAWS AS EVIDENCED BY AN OPINION OF COUNSEL DELIVERED AND REASONABLY 
ACCEPTABLE TO THE COMPANY. 

                    ______________________________________________

                             PLATINUM ENTERTAINMENT, INC.
                            COMMON STOCK PURCHASE WARRANT
                   _______________________________________________



          This certifies that, for good and valuable consideration, Platinum 
Entertainment, Inc., a Delaware corporation (the "Company"), grants to Carl 
D. Harnick, his successors and permitted assigns (the "Warrantholder"), the 
right to subscribe for and purchase from the Company Fifty Thousand (50,000) 
validly issued, fully paid and nonassessable shares (the "Warrant Shares") of 
the Company's Common Stock, par value $.001 per share (the "Common Stock"), 
at the purchase price per share equal to the Exercise Price, as defined 
herein, at any time prior to 5:00 p.m., New York City time, on October 31, 
2007 (the "Expiration Date"), subject to the terms, conditions and 
adjustments herein set forth.  References herein to "Warrants" or "Warrant" 
shall mean this Warrant.

          The "Exercise Price" shall mean (x) prior to the expiration of the 
Thirty Day Period (as defined below), $6.25 per share of Common Stock, as 
adjusted hereunder (the "Initial Exercise Price"), or (y) after the 
expiration of the Thirty Day Period, the lesser of (1) the Initial Exercise 
Price, as adjusted hereunder, and (2) 82.5% of the average of the daily 
Closing Price per share of Common Stock for the 30 consecutive trading days 
following the public release by the Company of its consolidated earnings 
statement for the fiscal year ending May 31, 1998 (the "Thirty Day Period"), 
subject to appropriate adjustment for the events described in Section 6.1(a) 
herein if any such event occurs during the Thirty Day Period; provided that 
if shares of Common Stock are not then traded on any national securities 
exchange or quoted by NASDAQ or a similar service, the Closing Price for the 
foregoing purposes

<PAGE>
                                                                             2



shall be deemed to be the fair market value of a share of Common Stock as 
shall be determined in good faith by the Board of Directors of the Company.  
If the holders of a majority in interest of the Warrant Shares issuable upon 
the exercise of the Investor Warrants disagree with the Board's determination 
of fair market value for the purposes of the Investor Warrants, the fair 
market value for the purposes of the Warrant shall be the fair market value 
determined for the purposes of the Investor Warrants.  Notwithstanding the 
foregoing, if at any time prior to the expiration of the Thirty Day Period, 
no shares of the Series B Preferred Stock remain outstanding, the definition 
of "Exercise Price" shall mean the Initial Exercise Price, as adjusted 
hereunder.  The Exercise Price as determined in accordance with the foregoing 
shall be adjusted from time to time in accordance with the provisions of 
Section 6.
    
          1.   EXERCISE OF WARRANTS.

               1.1  EXERCISE OF WARRANT.  This Warrant may be exercised, in 
whole or in part, at any time or from time to time prior to the Expiration 
Date, by surrendering to the Company at its principal office this Warrant, 
with an Exercise Form (as defined herein) duly executed by the Warrantholder 
and accompanied by payment of the Exercise Price for the number of shares of 
Common Stock specified in such Exercise Form.

               1.2  CASHLESS EXERCISE.  In lieu of the payment of the 
Exercise Price, the Warrantholder shall have the right (but not the 
obligation) to require the Company to convert this Warrant, in whole or in 
part, into shares of Common Stock (the "Conversion Right") as provided for in 
this Section 1.2.  Upon exercise of the Conversion Right, the Company shall 
deliver to the Warrantholder (without payment by the Warrantholder of any of 
the Exercise Price) that number of shares of Common Stock equal to the 
quotient obtained by dividing (x) the value of the Warrant or portion thereof 
being exercised at the time the Conversion Right is exercised (determined by 
subtracting the aggregate Exercise Price in effect immediately prior to the 
exercise of the Conversion Right for the number of shares for which the 
Warrant is being exercised from the aggregate Current Market Price (as 
defined herein) of the shares of Common Stock issuable upon exercise of the 
Warrant for the number of shares for which the Warrant is being exercised 
immediately prior to the exercise of the Conversion Right) by (y) the Current 
Market Price of one share of Common Stock immediately prior to the exercise 
of the Conversion Right.  The Conversion Right may be exercised at any time 
or from time to time prior to the Expiration Date by surrendering to the 
Company at its principal office this Warrant, with an Exercise Form duly 
executed by the Warrantholder and indicating that the Warrantholder wishes to 
exercise the Conversion Right and specifying the total number of shares of 
Common Stock for which the Warrant is being exercised.


<PAGE>
                                                                             3


               1.3  DELIVERY OF WARRANT SHARES; EFFECTIVENESS OF EXERCISE.  

                    (a)  DELIVERY OF WARRANT SHARES.  A stock certificate or 
certificates for the Warrant Shares specified in the Exercise Form along with 
a check for the amount of cash to be paid in lieu of fractional shares, if 
any, shall be delivered to the Warrantholder within 10 Business Days after 
the Exercise Date (as defined herein); PROVIDED, HOWEVER, that if the 
Conversion Right is exercised in accordance with Section 1.2 and  a 
determination by the Board of Directors is required to determine the Current 
Market Price of the Common Stock, such delivery shall be made promptly after 
such determination is made.  If this Warrant shall have been exercised only 
in part, the Company shall, at the time of delivery of the stock certificate 
or certificates and cash in lieu of fractional shares, if any, deliver to the 
Warrantholder a new Warrant evidencing the rights to purchase the remaining 
Warrant Shares, which new Warrant shall in all other respects be identical 
with this Warrant.

                    (b)  EFFECTIVENESS OF EXERCISE.  The exercise of this 
Warrant shall be deemed to have been effective immediately prior to the close 
of business on the Business Day on which this Warrant is exercised in 
accordance with Section 1.1 or 1.2 (the "Exercise Date").  The Person in 
whose name any certificate for shares of Common Stock shall be issuable upon 
such exercise shall be deemed to be the record holder of such shares of 
Common Stock for all purposes on the Exercise Date.

               1.4  PAYMENT OF TAXES.  The issuance of certificates for 
Warrant Shares shall be made without charge to the Warrantholder for any 
stock transfer or other issuance tax in respect thereof; PROVIDED, HOWEVER, 
that the Warrantholder shall be required to pay any and all taxes that may be 
payable in respect of any transfer involved in the issuance and delivery of 
any certificate in a name other than that of the then Warrantholder as 
reflected upon the books of the Company.

          2.   RESTRICTIVE LEGENDS.

               2.1  WARRANTS.  Except as otherwise permitted by this Section 
2, each Warrant (and each Warrant issued in substitution for any Warrant 
pursuant to Section 4) shall be stamped or otherwise imprinted with a legend 
in substantially the following form:

          NEITHER THIS WARRANT NOR ANY SECURITIES ACQUIRED UPON THE EXERCISE OF
     THIS WARRANT (THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
     LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,
     SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
     EFFECTIVE REGISTRATION

<PAGE>
                                                                             4


     STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS 
     OR AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS 
     AS EVIDENCED BY AN OPINION OF COUNSEL DELIVERED AND REASONABLY 
     ACCEPTABLE TO THE COMPANY.

               2.2  WARRANT SHARES.  Except as otherwise permitted by this
Section 2, 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 HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
     SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE
     OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
     AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION
     UNDER SUCH ACT AND SUCH LAWS AS EVIDENCED BY AN OPINION OF COUNSEL
     DELIVERED AND REASONABLY ACCEPTABLE TO THE COMPANY.

               2.3  REMOVAL OF LEGENDS.  Notwithstanding the foregoing, the   
Warrantholder may require the Company to issue a Warrant or a stock      
certificate for Warrant Shares, in each case without a legend, if either      
(i) such Warrant or such Warrant Shares, as the case may be, have been      
registered for resale under the Securities Act and sold pursuant to such      
registration or (ii) if reasonably requested by the Company, the      
Warrantholder has delivered to the Company an opinion of legal counsel      
(from a firm reasonably satisfactory to the Company) which opinion shall      
be addressed to the Company and be reasonably satisfactory in form and      
substance to the Company's counsel, to the effect that such registration      
is not required with respect to such Warrant or such Warrant Shares, as      
the case may be.

          3.   RESERVATION AND REGISTRATION OF SHARES, ETC.

          The Company covenants and agrees as follows:

                    (a)  All Warrant Shares that are issued upon the exercise 
of this Warrant will, upon issuance, be validly issued, fully paid and 
nonassessable, not subject to any preemptive rights, and free from all taxes, 
liens, security interests, charges, and other encumbrances with respect to 
the issuance

<PAGE>
                                                                              5



thereof, other than taxes in respect of any transfer occurring      
contemporaneously with such issue.

                    (b)  During the period within which this Warrant may be 
exercised, the Company will at all times have authorized and reserved, and 
keep available free from preemptive rights, a sufficient number of shares of 
Common Stock to provide for the exercise of the rights represented by this 
Warrant.

          4.   LOSS OR DESTRUCTION OF WARRANT.

          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 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  mutilation, upon surrender and cancellation of 
this Warrant, the Company will execute and deliver a new Warrant of like 
tenor.

          5.   OWNERSHIP OF WARRANT.

          The Company may deem and treat the Person in whose name this 
Warrant is registered as the holder and owner hereof (notwithstanding any 
notations of ownership or writing hereon made by anyone other than the 
Company) for all purposes and shall not be affected by any notice to the 
contrary, until presentation of this Warrant for registration of transfer.

          6.   CERTAIN ADJUSTMENTS.

               6.1  The number of Warrant Shares purchasable upon the exercise
of this Warrant and the Exercise Price shall be subject to adjustment as
follows:

                    (a)  STOCK DIVIDENDS, SUBDIVISION, COMBINATION OR
RECLASSIFICATION OF COMMON STOCK.  If at any time after the date of the issuance
of this Warrant the Company shall (i) declare a stock dividend on the Common
Stock payable in shares of its capital stock (including Common Stock),
(ii) increase the number of shares of Common Stock outstanding by a subdivision
or split-up of shares of Common Stock, (iii) decrease the number of shares of
Common Stock outstanding by a combination of shares of Common Stock or
(iv) issue any shares of its capital stock in a reclassification of the Common
Stock, then, on the record date for such dividend or the effective date of such
subdivision or split-up, combination or reclassification, as the case may be,
the number and kind of shares to be delivered upon exercise of this Warrant will
be adjusted so that the Warrantholder will be entitled to receive the

<PAGE>
                                                                             6


number and kind of shares of capital stock that such Warrantholder would have 
owned or been entitled to receive upon or by reason of such event had this 
Warrant been exercised immediately prior thereto, and the Exercise Price will 
be adjusted as provided below in paragraph (i).

                    (b)  REORGANIZATION, ETC.  If at any time after the date 
of issuance of this Warrant any consolidation of the Company with or merger 
of the Company with or into any other Person (other than a merger or 
consolidation in which the Company is the surviving or continuing corporation 
and which does not result in any reclassification of, or change (other than a 
change in par value or from par value to no par value or from no par value to 
par value, or as a result of a subdivision or combination) in, outstanding 
shares of Common Stock) or any sale, lease or other transfer of all or 
substantially all of the assets of the Company to any other person (each, a 
"Reorganization Event"), shall be effected in such a way that the holders of 
Common Stock shall be entitled to receive cash, stock, other securities or 
assets (whether such cash, stock, other securities or assets are issued or 
distributed by the Company or another Person) with respect to or in exchange 
for Common Stock, then, upon exercise of this Warrant the Warrantholder shall 
have the right to receive the kind and amount of cash, stock, other 
securities or assets receivable upon such Reorganization Event by a holder of 
the number of shares of Common Stock that such Warrantholder would have been 
entitled to receive upon exercise of this Warrant had this Warrant been 
exercised immediately before such Reorganization Event, subject to 
adjustments that shall be as nearly equivalent as may be practicable to the 
adjustments provided for in this Section 6.1.  Notwithstanding the foregoing, 
if more than 20% in aggregate value of the cash, stock, other securities or 
assets deliverable to such holder in accordance with the foregoing provisions 
of this Section 6(b) would consist of cash or debt securities, then the 
Warrantholder shall have the right (the "Special Reorganization Right") at 
its election, exercisable by giving written notice to the Company prior to 
120 days following the consummation of such Reorganization Event to receive 
from the Company, and the Company shall pay to the Warrantholder promptly 
after the exercise by the Warrantholder of the Special Reorganization Right, 
instead of the cash, stock, other securities or assets otherwise deliverable 
to such holder, an amount of cash equal to the fair market value of this 
Warrant immediately prior to the announcement of such Reorganization Event, 
to be determined by an Independent Financial Expert giving due consideration 
to such factors as the financial condition and prospects of the Company, the 
remaining unexpired term of the Warrant and the market price of the Common 
Stock of the Company after announcement of such Reorganization Event.  The 
Company shall not enter into any of the transactions referred to in this 
Section 6.1(b) unless effective provision shall be made so as to give effect 
to the provisions set forth in this Section 6.1(b).

                    (c)  CERTAIN ISSUANCES OF COMMON STOCK.  If at any time
after the date of issuance of this Warrant the Company shall issue or sell, or
fix a record

<PAGE>
                                                                             7



date for the issuance of, (A) Common Stock (or securities convertible into or 
exchangeable or exercisable for Common Stock) (other than Excluded 
Securities) or (B) rights, options or warrants entitling the holders thereof 
to subscribe for or purchase Common Stock (or securities convertible into or 
exchangeable or exercisable for Common Stock) (other than Excluded 
Securities), in any such case, at a price per share (treating the price per 
share of the securities convertible into or exchangeable or exercisable for 
Common Stock as equal to (x) the sum of (i) the price for a unit of the 
security convertible into or exchangeable or exercisable for Common Stock 
plus (ii) any additional consideration initially payable upon the conversion 
of such security into Common Stock or the exchange or exercise of such 
security for Common Stock divided by (y) the number of shares of Common Stock 
initially underlying such convertible, exchangeable or exercisable security) 
that is less than the greater of the Current Market Price of the Common Stock 
and the Exercise Price on the date of such issuance or such record date (the 
"Measuring Price") then, immediately after the date of such issuance or sale 
or on such record date, the number of shares of Common Stock to be delivered 
upon exercise of this Warrant shall be increased so that the Warrantholder 
thereafter shall be entitled to receive the number of shares of Common Stock 
determined by multiplying the number of shares of Common Stock such 
Warrantholder would have been entitled to receive immediately before the date 
of such issuance or sale or such record date by a fraction, the denominator 
of which shall be the number of shares of Common Stock outstanding 
(calculated to include the shares of Common Stock underlying the Warrants, 
the Investor Warrants, the Affiliate Warrants and all then currently 
exerciseable, convertible and exchangeable securities that are "in the 
money") on such date plus the number of shares of Common Stock that the 
aggregate offering price of the total number of shares so offered for 
subscription or purchase (or the aggregate purchase price of the convertible, 
exchangeable or exerciseable securities so offered plus the aggregate of 
amount of any additional consideration initially payable upon conversion into 
Common Stock or exchange or exercise for Common Stock) would purchase at the 
Measuring Price and the numerator of which shall be the number of shares of 
Common Stock outstanding (calculated to include the shares of Common Stock 
underlying the Warrants, the Investor Warrants, Affiliate Warrants and all 
then currently exerciseable, convertible and exchangeable securities that are 
"in the money") on such date plus the number of additional shares of Common 
Stock offered for subscription or purchase (or into or for which the 
convertible or exchangeable securities or rights, options or warrants so 
offered are initially convertible or exchangeable or exercisable, as the case 
may be), and the Exercise Price shall be adjusted as provided below in 
paragraph (i).  "Excluded Securities" means (A) shares of Common Stock issued 
upon conversion or exercise of convertible securities, warrants and options 
of the Company, outstanding on the date this Warrant is originally issued, 
(B) shares of Common Stock, and options to purchase such shares, issued to 
officers, directors, employees or former employees of, or consultants to, the 
Company or any of its subsidiaries pursuant to any equity incentive plan, 
agreement or other arrangement which has been approved by a vote of at least 
two-thirds (2/3) of the Board of Directors of the Company, (C) shares of 
Common Stock issued

<PAGE>
                                                                             8


upon conversion of shares of the Company's Series B Convertible Preferred 
Stock, par value $.001 per share (the "Series B Preferred Stock"), (D) shares 
of Common Stock issued upon exercise of the Investor Warrants, including any 
increase in the number of shares of Common Stock issuable under such Investor 
Warrants as a result of the conditional annual increase provision included 
therein, (E) shares of Common Stock issued upon conversion of shares of the 
Company's Series C Convertible Preferred Stock, par value $.001 per share 
(the "Series C Preferred Stock"), (F) shares of Common Stock issued upon 
exercise of the Affiliate Warrants and (G) shares of Common Stock issued upon 
exercise of any Warrant. 

                    (d)  EXTRAORDINARY DISTRIBUTIONS.  If at any time after 
the date of issuance of this Warrant the Company shall distribute to all 
holders of its Common Stock (including any such distribution made in 
connection with a consolidation or merger in which the Company is the 
continuing or surviving corporation and the Common Stock is not changed or 
exchanged) cash, evidences of indebtedness, securities or other assets 
(excluding (i) ordinary course cash dividends to the extent such dividends do 
not exceed the Company's retained earnings and (ii) dividends payable in 
shares of capital stock for which adjustment is made under Section 6.1(a)) or 
rights, options or warrants to subscribe for or purchase securities of the 
Company (excluding those for which adjustment is made under Section 6.1(c)), 
then the number of shares of Common Stock to be delivered to such 
Warrantholder upon exercise of this Warrant shall be increased so that the 
Warrantholder thereafter shall be entitled to receive the number of shares of 
Common Stock determined by multiplying the number of shares such 
Warrantholder would have been entitled to receive immediately before such 
record date by a fraction, the denominator of which shall be the Current 
Market Price per share of Common Stock on such record date minus the then 
fair market value (as reasonably determined by the Board of Directors of the 
Company in good faith) of the portion of the cash, evidences of indebtedness, 
securities or other assets so distributed or of such rights or warrants 
applicable to one share of Common Stock (provided that such denominator shall 
in no event be less than $.01) and the numerator of which shall be the 
Current Market Price per share of the Common Stock, and the Exercise Price 
shall be adjusted as provided below in paragraph (h).

                    (e)  PRO RATA REPURCHASES.  If at any time after the date of
issuance of this Warrant, the Company or any subsidiary thereof shall make a Pro
Rata Repurchase, then the number of shares of Common Stock to be delivered to
such Warrantholder upon exercise of this Warrant shall be increased so that the
Warrantholder thereafter shall be entitled to receive the number of shares of
Common Stock determined by multiplying the number of shares of Common Stock such
Warrantholder would have been entitled to receive immediately before such Pro
Rata Repurchase by a fraction (which in no event shall be less than one) the
denominator of which shall be (i) the product of (x) the number of shares of
Common Stock outstanding immediately before such Pro Rata Repurchase and (y) the
Current Market Price of the

<PAGE>
                                                                             9

Common Stock as of the day immediately preceding the first public 
announcement by the Company of the intent to effect such Pro Rata Repurchase 
minus (ii) the aggregate purchase price of the Pro Rata Repurchase (provided 
that such denominator shall never be less than $.01), and the numerator of 
which shall be the product of (i) the number of shares of Common Stock 
outstanding immediately before such Pro Rata Repurchase minus the number of 
shares of Common Stock repurchased in such Pro Rata Repurchase and (ii) the 
Current Market Price of the Common Stock as of the day immediately preceding 
the first public announcement by the Company of the intent to effect such Pro 
Rata Repurchase.

                    (f)  FRACTIONAL SHARES.  No fractional shares of Common 
Stock or scrip shall be issued to any Warrantholder in connection with the 
exercise of this Warrant.  Instead of any fractional shares of Common Stock 
that would otherwise be issuable to such Warrantholder, the Company will pay 
to such Warrantholder a cash adjustment in respect of such fractional 
interest in an amount equal to that fractional interest of the then Current 
Market Price per share of Common Stock.

                    (g)  CARRYOVER.  Notwithstanding any other provision of 
this Section 6.1, no adjustment shall be made to the number of shares of 
Common Stock to be delivered to the Warrantholder (or to the Exercise Price) 
if such adjustment represents less than .05% of the number of shares to be so 
delivered, but any lesser adjustment shall be carried forward and shall be 
made at the time and together with the next subsequent adjustment that 
together with any adjustments so carried forward shall amount to .05% or more 
of the number of shares to be so delivered.
                                                            
                    (h)  EXERCISE PRICE ADJUSTMENT.  Whenever the number of 
Warrant Shares purchasable upon the exercise of the Warrant is adjusted as 
provided pursuant to this Section 6.1, the Exercise Price per share payable 
upon the exercise of this Warrant shall be adjusted by multiplying such 
Exercise Price immediately prior to such adjustment by a fraction, of which 
the numerator shall be the number of Warrant Shares purchasable upon the 
exercise of the Warrant immediately prior to such adjustment, and of which 
the denominator shall be the number of Warrant Shares purchasable immediately 
thereafter; PROVIDED, HOWEVER, that the Exercise Price for each Warrant Share 
shall in no event be less than the par value of such Warrant Share.

                    (i)  MULTIPLE ADJUSTMENTS.  If any action or transaction 
would require adjustment of the number of shares of Common Stock to be 
delivered to the Warrantholder upon exercise of this Warrant pursuant to more 
than one paragraph of this Section 6.1, only one adjustment shall be made and 
each such adjustment shall be the amount of adjustment that has the highest 
absolute value.


<PAGE>
                                                                            10

               6.2  NOTICE OF ADJUSTMENT.  Whenever the number of Warrant 
Shares or the Exercise Price of such Warrant Shares is adjusted, as herein 
provided, the Company shall promptly mail by first class mail, postage 
prepaid, to the Warrantholder, notice of such adjustment or adjustments and a 
certificate of a firm of independent public accountants of recognized 
national standing selected by the Board of Directors of the Company (who 
shall be appointed at the Company's expense and who may be the independent 
public accountants regularly employed by the Company) setting forth the 
number of Warrant Shares and the Exercise Price of such Warrant Shares after 
such adjustment, setting forth a brief statement of the facts requiring such 
adjustment and setting forth the computation by which such adjustment was 
made.

          7.   PUT RIGHTS.  The Warrantholder shall have the following Put
Rights:

                    (a)  At the earlier of (i) the fifth anniversary of the 
date hereof and (ii) a Change of Control, the Warrantholder may notify the 
Company in writing (the "PUT NOTICE") of the Warrantholder's desire to cause 
the Company to repurchase, in the case of clause (i) above, all (but not less 
than all) of the Warrant Shares (issued or represented by the Warrant) at a 
price per share equal to the Repurchase Price (the "Five-Year Put"), or, in 
the case of clause (ii) above, the Warrant at the Change of Control 
Repurchase Price (the "Change of Control Put"). 

                    (b)  If the Company receives a Put Notice pursuant to 
Section 7(a), it shall deliver to the Warrantholder, by first class mail, 
postage prepaid, mailed as soon as practicable and if possible within thirty 
(30) days of the receipt by the Company of the Put Notice, a notice stating: 
(i) the date as of which such repurchase shall occur (which date (the "Put 
Closing") shall be not less than ten (10) nor more than thirty (30) days 
following the date of such notice, but in any event prior to the Expiration 
Date); (ii) in the case of a Five-Year Put, the number of Warrant Shares 
(issued or represented by this Warrant) to be purchased from the 
Warrantholder and the Repurchase Price (which shall be calculated as of the 
date of the Put Notice) or, in the case of a Change of Control Put, the 
Change of Control Repurchase Price; and (iii) the place or places where 
certificate or certificates representing this Warrant or Warrant Shares are 
to be surrendered for payment.

                    (c)  With respect to Warrants and Warrant Shares properly 
tendered for repurchase, if the Company fails to pay the Repurchase Price or 
the Change of Control Repurchase Price on the date fixed for repurchase, the 
Corporation shall also pay interest thereon at the rate of 12% per annum, 
compounded on a quarterly basis, until such time as such satisfaction shall 
have occurred.

                    (d)  At the Put Closing, the Warrantholder shall deliver 
to the Company the certificate or certificates representing the 
Warrantholder's Warrant

<PAGE>
                                                                            11


or Warrant Shares and the Company shall deliver to the Warrantholder an 
amount equal to, in the case of a Five-Year Put, the product obtained by 
multiplying (i) the number of such Warrant Shares (issued or represented by 
this Warrant) by (ii) the Repurchase Price or, in the case of a Change of 
Control Put, the Change of Control Repurchase Price, by cashier's or 
certified check payable to the Warrantholder or by wire transfer of 
immediately available funds to an account designated by the Warrantholder.

                    (e)  The Company shall not (and shall not permit any 
Affiliate of the Company to) enter into any contract or other consensual 
arrangement that by its terms restricts the Company's ability to honor the 
Put.

          8.   AMENDMENTS.  Any provision of this Warrant may be amended and 
the observance thereof waived only with the written consent of the Company 
and the Warrantholder.

          9.   NOTICES OF CORPORATE ACTION.  So long as this Warrant has not 
been exercised in full, in the event of:

                    (a)  any consolidation or merger involving the Company 
and any other party or any transfer of all or substantially all the assets of 
the Company to any other party, or

                    (b)  any voluntary or involuntary dissolution, 
liquidation or winding-up of the Company, 

the Company will mail, by first class mail, postage prepaid, to the 
Warrantholder a notice specifying (i) the date or expected date on which any 
such record is to be taken for the purpose of a dividend, distribution or 
right and the amount and character of any such dividend, distribution or 
right and (ii) the date or expected date on which a reorganization, 
reclassification, recapitalization, consolidation, merger, transfer, 
dissolution, liquidation or winding-up is to take place and the time, if any 
such time is to be fixed, as of which the holders of record of Common Stock 
(or other securities) shall be entitled to exchange their shares of Common 
Stock (or other securities) for the securities or other property deliverable 
upon such reorganization, reclassification, recapitalization, consolidation, 
merger, transfer, dissolution, liquidation or winding-up.  Such notice shall 
be delivered as soon as practicable and if possible at least 20 days prior to 
the date therein specified in the case of any date referred to in the 
foregoing subdivisions (i) and (ii).  Failure to give the notice specified 
hereunder shall have no effect on the status or effectiveness of the action 
to which the required notice relates.   

<PAGE>
                                                                            12


          10.  DEFINITIONS.

          As used herein, unless the context otherwise requires, the 
following terms have the following meanings:

          "AFFILIATE" means, with respect to any Person, any other Person 
that, directly or indirectly, controls, is controlled by, or is under common 
control with such first Person.  For the purpose of this definition, 
"control" shall mean, as to any Person, the power to direct or cause the 
direction of the management and policies of such Person, whether through the 
ownership of voting securities, by contract or otherwise.

          "AFFILIATE WARRANTS" mean the warrants issued in connection with 
the issue and sale by the Company of shares of its Series C Preferred Stock 
on the Closing Date (as defined in the Investment Agreement).

          "BUSINESS DAY" means any day other than a Saturday, Sunday or a day 
on which national banks are authorized by law or executive order to close in 
the State of New York.

          "CHANGE OF CONTROL"  shall mean (i) the direct or indirect sale, 
lease, exchange or other transfer of all or substantially all of the assets 
of the Company to any Person or entity or group of Persons or entities acting 
in concert as a partnership or other group within the meaning of Rule 13d-5 
under the Exchange Act (a "GROUP OF PERSONS"), (ii) the merger or 
consolidation of the Company with or into another corporation with the effect 
that the then existing stockholders of the Company hold less than 50% of the 
combined voting power of the then outstanding securities of the surviving 
corporation of such merger or the corporation resulting from such 
consolidation ordinarily (and apart from rights accruing under special 
circumstances) having the right to vote in the election of directors, (iii) 
the replacement of a majority of the Board of Directors of the Company, over 
a two-year period, from the directors who constituted the Board of Directors 
at the beginning of such period, and such replacement shall not have been 
approved by the Board of Directors of the Company (or its replacements 
approved by the Board of Directors of the Company) as constituted at the 
beginning of such period, (iv) a Person or Group of Persons (other than the 
Investors and their Affiliates, employees, partners or members) shall, as a 
result of a tender or exchange offer, open market purchases, privately 
negotiated purchases or otherwise, have become the beneficial owner (within 
the meaning of Rule 13d-3 under the Exchange Act) of securities of the 
Company representing 49% or more of the combined voting power of the then 
outstanding securities of the Company ordinarily (and apart from rights 
accruing under special circumstances) having the right to vote in the 
election of directors.

<PAGE>
                                                                            13



          "CHANGE OF CONTROL REPURCHASE PRICE" means (i) if any Investor 
Warrants are then outstanding, an amount in cash, on a per Warrant Share 
basis, equal to the "Change of Control Repurchase Price" (on a per Investor 
Warrant Share basis) for the Investor Warrants, or (ii) if no Investor 
Warrants are then outstanding, an amount of cash equal to the fair market 
value of this Warrant immediately prior to the announcement of a Change of 
Control, to be determined by an Independent Financial Expert selected by the 
Company and a majority in interest of the Warrant Shares, giving due 
consideration to such factors as the financial condition and prospects of the 
Company, the remaining unexpired term of this Warrant and the market price of 
the Common Stock of the Company after announcement of such Change of Control.

          "CLOSING PRICE" of the Common Stock as of any day, means (a) the 
last reported sale price of such stock (regular way) or, in case no such sale 
takes place on such day, the average of the closing bid and asked prices, in 
either case as reported on the principal national securities exchange on 
which the Common Stock is listed or admitted to trading or (b) if the Common 
Stock is not listed or admitted to trading on any national securities 
exchange, the last reported sale price or, in case no such sale takes place 
on such day, the average of the highest reported bid and lowest reported 
asked quotation for the Common Stock, in either case reported on the National 
Association of Securities Dealers, Inc. Automated Quotation System 
("NASDAQ"), or a similar service if NASDAQ is no longer reporting such 
information.

          "COMMON STOCK" has the meaning specified on the cover of this 
Warrant.

          "COMPANY" has the meaning specified on the cover of this Warrant.

          "CURRENT MARKET PRICE" means, with respect to each share of Common 
Stock as of any date, the average of the daily Closing Prices per share of 
Common Stock for the 10 consecutive trading days commencing 15 trading days 
prior to such date; provided that if on any such date the shares of Common 
Stock are not listed or admitted for trading on any national securities 
exchange or quoted by NASDAQ or a similar service, the Current Market Price 
for a share of Common Stock shall be the fair market value of such share as 
determined in good faith by the Board of Directors of the Company; provided 
that if the holders of a majority in interest of the Investor Warrant Shares 
disagree with the Board of Director's determination of fair market value for 
purposes of the Investor Warrants, the fair market value for purposes of this 
Warrant shall be the same as the fair market value determined for purposes of 
the Investor Warrants.

          "EXERCISE FORM" means an Exercise Form in the form annexed hereto 
as Exhibit A.


<PAGE>
                                                                            14


          "EXPIRATION DATE" has the meaning specified on the cover of this 
Warrant.

          "INDEPENDENT FINANCIAL EXPERT" means an independent nationally 
recognized investment banking firm.

          "INVESTMENT AGREEMENT" means the Investment Agreement, dated as of 
October 12, 1997, as amended and as hereafter amended, among the Investors 
and the Company.

          "INVESTORS" means MAC Music LLC, a Delaware limited liability 
company, and SK-Palladin Partners, LP, a Delaware limited partnership.

          "INVESTOR WARRANTS" mean the warrants issued to the Investors 
pursuant to the Investment Agreement.

          "INVESTOR WARRANT SHARES" mean the shares of Common Stock issued or 
issuable upon exercise of the Investor Warrants.

          "PERSON" means any individual, corporation, partnership, joint 
venture, association, joint-stock company, trust, limited liability company, 
unincorporated organization, estate, other entity or government or any agency 
or political subdivision thereof.

          "PRO RATA REPURCHASE" means any purchase of shares of Common Stock 
by the Company or by any of its subsidiaries whether for cash, shares of 
capital stock of the Company, other securities of the Company, evidences of 
indebtedness of the Company or any other Person or any other property 
(including, without limitation, shares of capital stock, other securities or 
evidences of indebtedness of a subsidiary of the Company), or any combination 
thereof, which purchase is subject to Section 13(e) of the Securities 
Exchange Act of 1934, as amended, or is made pursuant to an offer made 
available to all holders of Common Stock.

          "REPURCHASE PRICE" means, on any date, the Current Market Price per 
share of Common Stock as of such date, less the per share Exercise Price; 
PROVIDED, that if at the time of determination of the Repurchase Price, the 
Warrantholder shall be entitled to receive any securities or property other 
than Common Stock, the Repurchase Price shall include a cash amount per 
Warrant Share equal to that portion of the fair value of such securities or 
property allocable to each Warrant Share.

          "SECURITIES ACT" has the meaning specified on the cover of this 
Warrant.

          "WARRANTHOLDER" has the meaning specified on the cover of this 
Warrant.

<PAGE>
                                                                            15



          "WARRANT SHARES" has the meaning specified on the cover of this 
Warrant; provided, however, that Warrant Shares shall not include shares sold 
to the public pursuant to Rule 144 under the Securities Act of 1933, as 
amended, or pursuant to an effective registration statement under the 
Securities Act.

          11.  MISCELLANEOUS.

               11.1 ENTIRE AGREEMENT.  This Warrant constitutes the entire 
agreement between the Company and the Warrantholder with respect to this 
Warrant.

               11.2 BINDING EFFECT; BENEFITS.  This Warrant shall inure to 
the benefit of and shall be binding upon the Company and the Warrantholder 
and their respective successors and assigns.  Nothing in this Warrant, 
expressed or implied, is intended to or shall confer on any person other than 
the Company and the Warrantholder, or their respective successors or assigns, 
any rights, remedies, obligations or liabilities under or by reason of this 
Warrant.

               11.3 SECTION AND OTHER HEADINGS.  The section and other 
headings contained in this Warrant are for reference purposes only and shall 
not be deemed to be a part of this Warrant or to affect the meaning or 
interpretation of this Warrant.

               11.4 NOTICES.  All notices and other communications required 
or permitted hereunder shall be in writing and shall be delivered personally, 
telecopied or sent by certified, registered or express mail, postage prepaid. 
Any such notice shall be deemed given when so delivered personally, 
telecopied or sent by certified, registered or express mail, as follows:

                    (a)  if to the Company, addressed to:

                         Platinum Entertainment, Inc.
                         2001 Butterfield Road
                         Downers Grove, Illinois  60515
                         Telecopy:  (630) 769-0049
                         Attention:  Chief Executive Officer

                         with a copy to:

                         Katten, Muchin & Zavis
                         525 West Monroe Street, Suite 1600
                         Chicago, Illinois  60661
                         Telecopy:  (312) 902-1061
                         Attention:  Matthew S. Brown, Esq.

<PAGE>
                                                                            16



                    (b)  if to the Warrantholder, addressed to:

                         
                         Carl D. Harnick
                         3069 Ann Street
                         Baldwin, New York 11510
                         Telecopy: (212) 641-5125

Any party may by notice given in accordance with this Section 11.4 designate 
another address or person for receipt of notices hereunder.

               11.5 SEVERABILITY.  Any term or provision of this Warrant 
which is invalid or unenforceable in any jurisdiction shall, as to such 
jurisdiction, be ineffective to the extent of such invalidity or 
unenforceability without rendering invalid or unenforceable the terms and 
provisions of this Warrant or affecting the validity or enforceability of any 
of the terms or provisions of this Warrant in any other jurisdiction.

               11.6 GOVERNING LAW.  This Warrant shall be deemed to be a 
contract made under the laws of the State of Delaware and for all purposes 
shall be governed by and construed in accordance with the laws of such State 
applicable to such agreements made and to be performed entirely within such 
State.

               11.7 CERTAIN REMEDIES.  The Warrantholder shall be entitled to 
an injunction or injunctions to prevent breaches of the provisions of this 
Warrant and to enforce specifically the terms and provisions of this Warrant 
in any court of the United States or any court of any state having 
jurisdiction, this being in addition to any other remedy to which the 
Warrantholder may be entitled at law or in equity.

               11.8 NO RIGHTS OR LIABILITIES AS STOCKHOLDER.  Nothing 
contained in this Warrant shall be deemed to confer upon the Warrantholder 
any rights as a stockholder of the Company or as imposing any liabilities on 
the Warrantholder to

<PAGE>
                                                                            17



purchase any securities whether such liabilities are asserted by the Company 
or by creditors or stockholders of the Company or otherwise.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be 
signed by its duly authorized officer.

                         PLATINUM ENTERTAINMENT, INC.


                         By: /s/ Steven Devick
                            -----------------------------------
                              Name:  Steven Devick
                              Title: Chief Executive Officer


Dated:  December 12, 1997

<PAGE>
                                                                            18


                                                                    EXHIBIT A


                              EXERCISE FORM

                    (To be executed upon exercise of this Warrant)

          The undersigned hereby irrevocably elects to exercise the right, 
represented by this Warrant, to purchase __________ of the Warrant Shares and 
[herewith tenders payment for such Warrant Shares to the order of Platinum
Entertainment, Inc. in the amount of $__________] [hereby exercises its
Conversion Right] in accordance with the terms of this Warrant.  The
undersigned requests that a certificate for [such Warrant Shares] 
[that number of Warrant Shares to which the undersigned is entitled as
calculated pursuant to Section 1.2] be registered in the name of the
undersigned and that such certificates be delivered to the undersigned's
address below.

Dated:
      --------------------------

                    Signature
                             ----------------------------


                             ----------------------------
                                     (Print Name)

                             ----------------------------
                                    (Street Address)

                             ----------------------------
                              (City)   (State)  (Zip Code)