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                           PLATINUM ENTERTAINMENT, INC.

                      CERTIFICATE OF THE POWERS, DESIGNATIONS,
                           PREFERENCES AND RIGHTS OF THE
                       SERIES D CONVERTIBLE PREFERRED STOCK,
                             PAR VALUE $.001 PER SHARE

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


          The following resolution was duly adopted by the Board of Directors of
Platinum Entertainment Inc., a Delaware corporation (the "Corporation"),
pursuant to the provisions of Section 151 of the General Corporation Law of the
State of Delaware, on April 9, 1999:

          RESOLVED that, pursuant to the authority expressly granted to the
Board of Directors of the Corporation by the Certificate of Incorporation of the
Corporation, and pursuant to Section 151(g) of the General Corporation Law of
the State of Delaware, there be created from the 10,000,000 shares of Preferred
Stock, par value $.001 per share (the "Preferred Stock"), of the Corporation
authorized to be issued pursuant to the Certificate of Incorporation, a series
of Preferred Stock consisting of 4,200 shares of Series D Convertible Preferred
Stock (the "Series D Preferred Stock"), the voting powers, designations,
preferences and relative, participating, optional or other special rights of
which, and qualifications, limitations or restrictions thereof, shall be as
follows:

          1.   DEFINITIONS.  As used herein, the following terms shall have the
following meanings:

               1.1  "Affiliate" shall mean, 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.
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               1.2  "Affiliate Warrants" shall mean the warrant for an aggregate
of 135,000 shares of Common Stock issued to Platinum Venture Partners I, L.P.,
and the warrant for an aggregate of 315,000 shares of Common Stock issued to
Platinum Venture Partners II, L.P., each such warrant issued on the Closing Date
(as defined in the Investment Agreement).

               1.3  "Board of Directors" shall mean the Board of Directors of
the Corporation or, with respect to any action to be taken by the Board of
Directors, any committee of the Board of Directors duly authorized to take such
action.

               1.4  "Business Day" shall mean any day other than a Saturday,
Sunday or other day on which commercial banks in the City of New York are
authorized or required by law or executive order to close.

               1.5  "Series D Warrants" means the warrant for an aggregate of up
to 847,000 shares of Common Stock to be issued to the initial purchasers of the
Series D Preferred Stock, on the Issue Date.

               1.7  "Certificate of Incorporation" shall mean the Certificate of
Incorporation of the Corporation, as amended from time to time.

               1.8  "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 Corporation to any Person or group of Persons 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 Corporation
with or into another corporation with the effect that the then existing
stockholders of the Corporation 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, 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 (or its replacements approved by
the Board of Directors) as constituted at the beginning of such period, or (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 Corporation representing 49% or more of the combined
voting power of the then outstanding securities of the Corporation ordinarily
(and apart from rights accruing under special circumstances) having the right to
vote in the election of directors.  Notwithstanding the foregoing, no Change of
Control shall be deemed to have occurred (a) upon the acquisition of any shares
of Common Stock of the Company pursuant to


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the exercise of any warrants issued pursuant to the Investment Agreement, (b)
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, (c) upon
the exercise of any rights and privileges granted to the holders of the
Series B Preferred Stock pursuant to Section 5.1 of the Series B Certificate
of Designation or (d) otherwise as a result of the equity ownership or
designation of directors by the Investors or their Affiliates, employees,
partners or members.

               1.9  "Class A Common Stock" shall mean the class of Class A
Common Stock, par value $.001 per share, of the Corporation or any other class
of stock resulting from successive changes or reclassifications of such Class A
Common Stock consisting solely of changes in par value, or from par value to no
par value, or as a result of a subdivision or combination.

               1.10 "Class B Common Stock" shall mean the class of Class B
Common Stock, par value $.001 per share, of the Corporation or any other class
of stock resulting from successive changes or reclassifications of such Class B
Common Stock consisting solely of changes in par value, or from par value to no
par value, or as a result of a subdivision or combination.

               1.11 "Closing Price" of the Common Stock, as of any day, shall
mean (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 such 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 the lowest reported asked quotation for
the Common Stock, in either case reported on NASDAQ, or a similar service if
NASDAQ is no longer reporting such information.

               1.12 "Common Stock" shall mean the class of Common Stock, par
value $.001 per share, of the Corporation or any other class of stock resulting
from successive changes or reclassifications of such Common Stock consisting
solely of changes in par value, or from par value to no par value, or as a
result of a subdivision or combination.

               1.13 "Common Stock Conversion Rate" shall mean, as of any date, a
rate for each share of Series D Preferred Stock equal to (i) the Liquidation
Value thereof plus all accrued and unpaid dividends thereon (whether or not
declared), divided by (ii) the Conversion Price in effect as of such date.

               1.14 "Conversion Price" shall mean $7.00 per share of Common
Stock.  The Conversion Price as determined in accordance with the foregoing
shall be adjusted from time to time in accordance with the provisions of
Section 4.


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               1.15 "Current Market Price" shall mean, 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; PROVIDED, HOWEVER, that if
the holders of the shares of Series B Preferred Stock disagree with the Board's
determination of fair market value for purposes of the Series B Preferred Stock,
the fair market value for purposes of the Series D Preferred Stock shall be the
fair market value determined for purposes of the Series B Preferred Stock.

               1.16 "Dividend Amount" shall mean an amount per share of Series D
Preferred Stock (rounded to the nearest $ .01) equal to (1) $30 per $1,000
Liquidation Value of Series D Preferred Stock during the first year after the
Issue Date, (2) $35 per $1,000 Liquidation Value of Series D Preferred Stock
during the second year after the Issue Date, (3) $40 per $1,000 Liquidation
Value of Series D Preferred Stock during the third year after the Issue Date,
(4) $45 per $1,000 Liquidation Value of Series D Preferred Stock during the
fourth and fifth years after the Issue Date and (5) $50 per $1,000 Liquidation
Value of Series D Preferred Stock at all times after the fifth anniversary of
the Issue Date.

               1.17 "Dividend Rate" shall mean (1) 3% per quarter during the
first year after the Issue Date, (2) 3.5% per quarter during the second year
after the Issue Date, (3) 4% per quarter during the third year after the Issue
Date, (4) 4.5% per quarter during the fourth and fifth years after the Issue
Date and (5) 5% per quarter at all times after the fifth anniversary of the
Issue Date.

               1.18 "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

               1.19 "Excluded Securities" means (a) shares of Common Stock
issued upon conversion or exercise of convertible securities, warrants and
options of the Corporation outstanding on the Issue Date, (b) shares of Common
Stock, and options to purchase such shares, issued to officers, directors,
employees or former employees of, or consultants to, the Corporation 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 (2/3rds) of
the Board of Directors, (c) shares of Common Stock issued upon conversion of
shares of the Company's Series B Preferred Stock, (d) shares of Common Stock
issued upon exercise of the warrants issued to the purchasers of the shares of
Series B Preferred Stock pursuant to the Investment Agreement, (e) shares of
Common Stock issued upon conversion of shares of the Series C Preferred Stock,
(f) shares of Common Stock issued upon exercise of


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the Affiliate Warrants and (g) shares of Common Stock issued upon exercise of
the Harnick Warrant (h) shares of Common Stock issued upon conversion of
shares of the Series D Preferred Stock, and (i) shares of common Stock issued
upon exercise of the Series D Warrants.

               1.20      "Harnick Warrant" means the warrant to purchase 50,000
shares of Common Stock to be issued to Carl D. Harnick on the Closing Date (as
defined in the Investment Agreement).

               1.21 "Issue Date" shall mean April 14, 1999.

               1.22 "Investment Agreement" shall mean the Investment Agreement,
dated as of October 12, 1997, as amended, between the Corporation, the Investors
and certain other parties thereto, as hereafter amended from time to time.

               1.23 "Investors" shall mean MAC Music LLC, a Delaware limited
liability company, and SK-Palladin Partners, LP, a Delaware limited partnership.

               1.24 "Junior Stock" shall mean the Common Stock, the Class A
Common Stock, the Class B Common Stock, the Series A-1 Preferred Stock, the
Series A-2 Preferred Stock and the shares of any other class or series of stock
of the Corporation which, by the terms of the Certificate of Incorporation or of
the instrument by which the Board of Directors, acting pursuant to authority
granted in the Certificate of Incorporation, shall fix the relative rights,
preferences and limitations thereof, shall be junior to the Series D Preferred
Stock in respect of the right to receive dividends and to participate in any
distribution of assets other than by way of dividends.

               1.24 "Liquidation Value" shall have the meaning assigned to such
term in Section 6.1 hereof.

               1.26 "NASDAQ" shall mean the National Association of
Securities Dealers, Inc. Automated Quotation System.

               1.27 "Parity Stock" shall mean shares of any other class or
series of stock of the Corporation which, by the terms of the Certificate of
Incorporation or of the instrument by which the Board of Directors, acting
pursuant to authority granted in the Certificate of Incorporation, shall fix the
relative rights, preferences and limitations thereof, shall, in the event that
the stated dividends thereon are not paid in full, be entitled to share ratably
with the Series D Preferred Stock in the payment of dividends, including
accumulations, if any, in accordance with the sums which would be payable on
such shares if all dividends were declared and paid in full, and shall, in the
event that the amounts payable thereon on liquidation are not paid in full, be
entitled to share ratably with the Series D


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Preferred Stock in any distribution of assets other than by way of dividends
in accordance with the sums which would be payable in such distribution if
all sums payable were discharged in full; PROVIDED, HOWEVER, that the term
"Parity Stock" shall be deemed to refer (i) in Section 2.2 hereof, to any
stock which is Parity Stock in respect of the right to receive dividends and
(ii) in Section 6 hereof, to any stock which is Parity Stock in respect of
any distribution of assets other than by way of dividends.

               1.28 "Person" shall mean 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.

               1.29 "Pro Rata Repurchase" shall mean any purchase of shares of
Common Stock by the Corporation or by any of its subsidiaries whether for cash,
shares of capital stock of the Corporation, other securities of the Corporation,
evidences of indebtedness of the Corporation 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 Corporation), or
any combination thereof, effected while any of the shares of Series D Preferred
Stock are outstanding, which purchase is subject to Section 13(e) of the
Exchange Act or is made pursuant to an offer made available to all holders of
Common Stock.

               1.30 "Senior Stock" shall mean the Series B Preferred Stock, the
Series C Preferred Stock and the shares of any class or series of stock of the
Corporation which, by the terms of the Certificate of Incorporation or of the
instrument by which the Board of Directors, acting pursuant to authority granted
in the Certificate of Incorporation, shall fix the relative rights, preferences
and limitations thereof, shall be senior to the Series D Preferred Stock in
respect of the right to receive dividends or to participate in any distribution
of assets other than by way of dividends.

               1.31 "Series A-1 Preferred Stock" shall mean the class of
Series A-1 Non Convertible Preferred Stock, par value $.001 per share, of the
Corporation or any other class of stock resulting from successive changes or
reclassifications of such Series A-1 Non Convertible Preferred Stock consisting
solely of changes in par value, or from par value to no par value, or as a
result of a subdivision or combination.

               1.32 "Series A-2 Preferred Stock" shall mean the class of
Series A-2 Convertible Preferred Stock, par value $.001 per share, of the
Corporation or any other class of stock resulting from successive changes or
reclassifications of such Series A-2 Convertible Preferred Stock consisting
solely of changes in par value, or from par value to no par value, or as a
result of a subdivision or combination.


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               1.33 "Series B Preferred Stock" shall mean the class of Series B
Convertible Preferred Stock, par value $.001 per share, of the Corporation or
any other class of stock resulting from successive changes or reclassifications
of such Series B Convertible Preferred Stock consisting solely of changes in par
value, or from par value to no par value, or as a result of a subdivision or
combination.

               1.34 "Series B Certificate of Designation" shall mean the
Certificate of the Powers, Designations, Preferences and Rights of the Series B
Convertible Preferred Stock, Par Value $.001 Per Share, in the form filed by the
Corporation with the Secretary of State of Delaware, as the same may be amended
from time to time.

               1.35 "Trading Day" shall mean, so long as the Common Stock is
listed or admitted to trading on a national securities exchange, a day on which
the principal national securities exchange on which the Common Stock is listed
is open for the transaction of business, or, if the Common Stock is not so
listed or admitted for trading on any national securities exchange, a day on
which NASDAQ is open for the transaction of business.


          2.   DIVIDENDS.

               2.1  The holders of the outstanding shares of Series D Preferred
Stock shall be entitled to receive quarterly dividends, when, as and if declared
by the Board of Directors out of funds legally available therefor.  Each
quarterly dividend shall be an amount per share (rounded to the nearest $.01)
equal to the Dividend Amount and shall be payable on the last Business Day of
August, November, February and May in each year (each a "Dividend Payment
Date"), to the holders of record of Series D Preferred Stock at the close of
business on the preceding Business Day, or such other dates as are fixed by the
Board Directors within ten (10) days prior to the Dividend Payment Date (each a
"Record Date").  Such dividends shall become payable beginning on the first
Dividend Payment Date for which the Record Date is subsequent to the Issue Date.
Dividends on each share of Series D Preferred Stock shall be cumulative and
shall accrue on a day-to-day basis, whether or not earned, from and after the
day immediately succeeding the date on which such share was issued, and shall be
payable in cash (except upon conversion).  Dividends on the Series D Preferred
Stock that are not declared and paid when due will compound quarterly on each
Dividend Payment Date at the Dividend Rate. Dividends payable for any partial
dividend period shall be computed on the basis of actual days elapsed over a 360
day year.

               2.2  Except as hereinafter provided in this Section 2.2, unless
(a) full cumulative dividends on the outstanding shares of Series D Preferred
Stock and any Parity Stock that shall have accrued and become payable as of any
date shall have been paid, or declared and funds shall have been set apart for
payment thereof, and (b) all applicable redemption, exchange and repurchase
obligations with respect to the outstanding shares of


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Series D Preferred Stock and any Parity Stock shall have been satisfied, no
dividend or other distribution (payable other than in shares of Junior Stock)
shall be paid to the holders of Junior Stock or Parity Stock, and no shares
of Series D Preferred Stock, Parity Stock or Junior Stock shall be purchased
or redeemed by the Corporation or any of its subsidiaries (except by
conversion into or exchange for, or out of the net cash proceeds from the
concurrent sale of, Junior Stock), nor shall any monies be paid or made
available for a sinking fund for the purchase or redemption of any Series D
Preferred Stock, Junior Stock or Parity Stock.  When dividends are not paid
in full upon the shares of Series D Preferred Stock and any Parity Stock, all
dividends declared upon shares of Series D Preferred Stock and all Parity
Stock shall be declared pro rata so that the amount of dividends declared per
share on Series D Preferred Stock and all such Parity Stock shall in all
cases bear to each other the same ratio that accrued cumulative dividends per
share on the shares of Series D Preferred Stock and all such Parity Stock
bear to each other.  Holders of shares of Series D Preferred Stock shall not
be entitled to any dividends, whether payable in cash, property or stock, in
excess of full cumulative dividends, as herein provided, on Series D
Preferred Stock.

          3.   REDEMPTION.

               3.1  The Corporation may, at its sole option, subject to the
provisions of Section 2.2, redeem at any time after the Issue Date, out of funds
legally available therefor, all of the outstanding shares of Series D Preferred
Stock at a redemption price for each share of Series D Preferred Stock called
for redemption pursuant to this Section 3.1 equal to the Redemption Price (as
hereinafter defined).  The term "Redemption Price" shall mean, with respect to
each share of Series D Preferred Stock, an amount equal to the Liquidation Value
thereof and all accrued and unpaid dividends thereon to the redemption date.
With respect to each share of Series D Preferred Stock properly tendered for
redemption, if the Corporation fails to pay the redemption price upon such
tender, the Corporation shall also pay an amount equal to interest on the amount
determined in the above sentence at 12% per annum, compounded on a quarterly
basis, from the date fixed for redemption to the date the Redemption Price is
actually paid.

               3.2  In the event the Corporation shall elect to redeem shares of
Series D Preferred Stock pursuant to Section 3.1, it shall provide notice of
such redemption by first class mail, postage prepaid, mailed not less than sixty
(60) nor more than ninety (90) days prior to the redemption date, to each record
holder of the shares to be redeemed, at such holder's address as the same
appears on the books of the Corporation.  Each such notice shall state:  (i) the
time and date as of which the redemption shall occur; (ii) the total number of
shares of Series D Preferred Stock to be redeemed and, if fewer than all the
shares held by such holder are to be redeemed, the number of such shares to be
redeemed from such holder; (iii) the Redemption Price; (iv) that shares of
Series D Preferred Stock called for redemption may be converted at any time
prior to the time and date fixed for redemption (unless (x) the Corporation
shall default in the payment of the Redemption Price, in which case such right


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shall not terminate at such time and date or (y) the holders of such shares do
not yet have the right to convert such shares under Section 4 below); (v) the
Common Stock Conversion Rate; (vi) the place or places where certificates for
such shares are to be surrendered for payment of the Redemption Price; and
(vii) that dividends on the shares to be redeemed will cease to accrue on such
redemption date.


               3.3  If notice of redemption shall have been given by the
Corporation as provided in Section 3.2, dividends on the shares of Series D
Preferred Stock so called for redemption shall cease to accrue, such shares
shall no longer be deemed to be outstanding, and all rights of the holders
thereof as stockholders of the Corporation with respect to shares so called for
redemption (except the right to receive from the Corporation the Redemption
Price without interest and except the right to convert such shares in accordance
with Section 4) shall cease (including any right to receive dividends otherwise
payable on any Dividend Payment Date that would have occurred after the time and
date of redemption) from and after the time and date fixed in the notice of
redemption as the time and date of redemption (unless the Corporation shall
default in the payment of the Redemption Price, in which case such rights shall
not terminate at such time and date).  Upon surrender (in accordance with the
notice of redemption) of the certificate or certificates for any shares to be so
redeemed (properly endorsed or assigned for transfer, if the Corporation shall
so require and the notice of redemption shall so state), such shares shall be
redeemed by the Corporation at the Redemption Price.  In case fewer than all the
shares represented by any such certificate are to be redeemed, a new certificate
shall be issued representing the unredeemed shares, without cost to the holder
thereof, together with the amount of cash, if any, in lieu of fractional shares.
Subject to applicable escheat laws, any moneys so set aside by the Corporation
and unclaimed at the end of one year from the redemption date shall revert to
the general funds of the Corporation, after which reversion the holders of such
shares so called for redemption shall look only to the general funds of the
Corporation for the payment of the redemption price without interest.  Any
interest accrued on funds so deposited shall be paid to the Corporation from
time to time.

          4.   CONVERSION RIGHTS.

               4.1  Each holder of a share of Series D Preferred Stock shall
have the right, at any time after the second anniversary of the Issue Date, or,
as to any share of Series D Preferred Stock called for redemption with a date
fixed for redemption which is after the second anniversary of the Issue Date, at
any time prior to the time and date fixed for such redemption (unless the
Corporation defaults in the payment of the Redemption Price, in which case such
right shall not terminate at such time and date), to convert such share into
fully paid and nonassessable shares of Common Stock at the Common Stock
Conversion Rate as of the date of conversion.


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               4.2  No fractional shares or scrip representing fractions of
shares of Common Stock shall be issued upon conversion of Series D Preferred
Stock.  Instead of any fractional interest in a share of Common Stock that would
otherwise be deliverable upon the conversion of a share of Series D Preferred
Stock, the Corporation shall, subject to Section 4.5(e), make a cash payment
(calculated to the nearest $.01) equal to such fraction multiplied by the
Closing Price of the Common Stock on the last Trading Day prior to the date of
conversion.

               4.3  Any holder of shares of Series D Preferred Stock electing to
convert such shares into Common Stock shall surrender the certificate or
certificates for such shares at the offices of the Corporation (or at such other
place as the Corporation may designate by notice to the holders of shares of
Series D Preferred Stock) during regular business hours, duly endorsed to the
Corporation or in blank, or accompanied by instruments of transfer to the
Corporation or in blank, in form reasonably satisfactory to the Corporation, and
shall give written notice to the Corporation at such offices that such holder
elects to convert such shares of Series D Preferred Stock.  As soon as
practicable after any holder deposits certificates for shares of Series D
Preferred Stock, accompanied by the written notice above prescribed, the
Corporation shall issue and deliver at such office to the holder for whose
account such shares were surrendered, or to his nominee, certificates
representing the number of shares of Common Stock and the cash in lieu of
fractional shares, if any, to which such holder is entitled upon such
conversion.

               4.4  Conversion shall be deemed to have been made as of the date
that certificates for the shares of Series D Preferred Stock to be converted and
the written notice, are received by the Corporation; and the Person entitled to
receive the Common Stock issuable upon such conversion shall be treated for all
purposes as the record holder of such Common Stock on such date.  The
Corporation shall not be required to deliver certificates for shares of Common
Stock while the stock transfer books for such stock or for Series D Preferred
Stock are duly closed for any purpose, but certificates for shares of Common
Stock shall be issued and delivered as soon as practicable after the opening of
such books.

               4.5  The Common Stock Conversion Rate shall be adjusted from time
to time as follows:

                    (a)  If the Corporation shall, at any time or from time to
time while any shares of the Series D Preferred Stock are outstanding, (i) pay a
dividend on its Common Stock in shares of its capital stock, (ii) combine its
outstanding shares of Common Stock into a smaller number of shares,
(iii) subdivide its outstanding shares of Common Stock or (iv) issue by
reclassification of its shares of Common Stock any shares of capital stock of
the Corporation, then the Common Stock Conversion Rate in effect immediately
before such action shall be adjusted so that the holders of the Series D
Preferred Stock, upon conversion of shares thereof immediately following such
action, shall be entitled to receive the kind and


                                       10
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amount of shares of capital stock of the Corporation which they would have
owned or been entitled to receive upon or by reason of such event if such
shares of Series D Preferred Stock had been converted immediately before the
record date or effective date for such action.

                    (b)  If the Corporation shall, at any time or from time to
time while any of the Series D Preferred Stock is outstanding, issue or sell, or
fix a record date for the issuance of, (A) Common Stock (or securities
convertible or exchangeable into 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 shares of Common Stock) (other than
Excluded Securities), in any such case, at a price per share (treating the price
per share of 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 or the exchange or exercise of such security for Common Stock, divided by
(y) the number of shares of Common Stock initially underlying such exercisable,
convertible or exchangeable security) that is less than the greater of the
Current Market Price of the Common Stock and the Conversion Price on the date of
such issuance or such record date (the "Measuring Price"), then the Common Stock
Conversion Rate shall be adjusted so that it shall equal the rate determined by
multiplying the Common Stock Conversion Rate in effect immediately prior to
giving effect to this Section 4.5 by a fraction, 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 issued under the Investment
Agreement, the shares of Common Stock underlying the Affiliate Warrants, the
shares of Common Stock underlying the Harnick Warrant,  the shares of Common
Stock underlying the Board Warrants and all then currently exercisable,
convertible and exchangeable securities that are "in-the-money") on the date of
issuance of such rights, options or warrants plus the number of additional
shares of Common Stock offered for subscription or purchase (or into or for
which the exercisable, convertible or exchangeable securities so offered are
initially exercisable, convertible or exchangeable), and 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 issued under the
Investment Agreement, the shares of Common Stock underlying the Affiliate
Warrants, the shares of Common Stock underlying the Harnick Warrant, the shares
of Common Stock underlying the Board Warrants and all then currently
exercisable, convertible and exchangeable securities that are "in-the-money") on
the date of issuance of such rights, options or warrants plus the number of
shares which the aggregate offering price of the total number of shares so
offered for subscription or purchase (or the aggregate purchase price of the
exercisable, convertible or exchangeable securities so offered plus the
aggregate amount of any additional consideration initially payable upon
exercise, conversion or exchange for or into Common Stock) would purchase at
such Measuring Price.


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                    (c)  If the Corporation shall, at any time or from time to
time while any of the Series D Preferred Stock is outstanding, distribute to all
holders of shares of its Common Stock (including any such distribution made in
connection with a consolidation or merger in which the Corporation 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 Corporation's retained earnings and (ii) dividends payable in
shares of Common Stock for which adjustment is made under Section 4.5(a)) or
rights, options or warrants to subscribe for or purchase securities of the
Corporation (excluding those for which adjustment is made under Section 4.5(b)),
then in each such case the Common Stock Conversion Rate shall be adjusted so
that it shall equal the rate determined by multiplying the Common Stock
Conversion Rate in effect immediately prior to the date of such distribution by
a fraction, the numerator of which shall be the Current Market Price of the
Common Stock on the record date referred to below, and the denominator of which
shall be such Current Market Price of the Common Stock less the then fair market
value (as determined by the Board of Directors in good faith or, if requested by
the holders of the Series B Preferred Stock in accordance with the terms of the
Series B Certificate of Designation, the fair market value determined pursuant
to the Series B Certificate of Designation) of the portion of the cash,
evidences of indebtedness, securities or other assets so distributed or of such
rights, options or warrants applicable to one share of Common Stock (provided
that such denominator shall never be less than $.01).

                    (d)  If the Corporation or any subsidiary thereof shall, at
any time or from time to time while any of the Series D Preferred Stock is
outstanding, make a Pro Rata Repurchase, the Common Stock Conversion Rate shall
be adjusted by multiplying the Common Stock Conversion Rate in effect
immediately prior to such action by a fraction (which in no event shall be less
than one (1)), 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 Corporation of the
intent to effect such Pro Rata Repurchase, and 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 Common Stock as of the day immediately preceding the first public
announcement by the Corporation 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).

                    (e)  All calculations under this Section 4.5 shall be
made to the nearest $.01 (with $.005 being rounded upward), one-hundredth of
a share (with .005 being rounded upward) or, in the case of a conversion
rate, one ten-thousandth (with .00005 being rounded upward).  Notwithstanding
any other provision of this Section 4.5, the Corpora-


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<PAGE>


tion shall not be required to make any adjustment of the Common Stock
Conversion Rate unless such adjustment would require an increase or decrease
of at least 0.05% of such rate.  Any lesser adjustment shall be carried
forward and shall be made at the time of and together with the next
subsequent adjustment which, together with any adjustment or adjustments so
carried forward, shall amount to an increase or decrease of at least 0.05% in
such rate.  Any adjustments under this Section 4.5 shall be made successively
whenever an event requiring such an adjustment occurs.

                    (f)  Whenever an adjustment in the Common Stock Conversion
Rate is required, the Corporation shall promptly cause to be mailed (but in any
event not later than five (5) days after the date of the event giving rise to
such adjustment) first-class postage prepaid, to the holders of record of the
outstanding shares of Series D Preferred Stock, notice of such adjustment and a
certificate of a firm of independent public accountants of recognized national
standing selected by the Board of Directors (who shall be appointed at the
Corporation's expense and who may be the independent public accountants
regularly employed by the Corporation) setting forth the adjusted Common Stock
Conversion Rate in effect as of such date determined as provided herein.  Such
notice and certificate shall set forth in reasonable detail such facts as shall
be necessary to show the reason for and the manner of computing such adjustment.

                    (g)  In the event that at any time as a result of an
adjustment made pursuant to this Section 4.5, the holder of any share of Series
D Preferred Stock thereafter surrendered for conversion shall become entitled to
receive any shares of stock of the Corporation other than shares of Common
Stock, the conversion rate of such other shares so receivable upon conversion of
any such share of Series D Preferred Stock shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to Common Stock contained in subparagraphs (a) through
(f) and (h) of this Section 4.5, and the provisions of this Section 4 with
respect to the Common Stock shall apply on like or similar terms to any such
other shares and the determination of the Board of Directors as to any such
adjustment shall be conclusive.

                    (h)  No adjustment shall be made pursuant to this Section if
the effect thereof would be to reduce the Conversion Price below the par value
of the Common Stock.

               4.6  In case (a) any consolidation or merger to which the
Corporation is a party, other than a merger or consolidation in which the
Corporation 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 (b) any
sale or conveyance of all or substantially all of the property and assets of the
Corporation is effected in such a way that the holders of Common Stock shall be


                                       13
<PAGE>


entitled to receive stock or other securities or assets with respect to or in
exchange for Common Stock, then upon conversion of each share of Series D
Preferred Stock the holder thereof shall be entitled to receive the kind and
amount of shares of stock or other securities and property receivable upon
such consolidation, merger, sale or conveyance by a holder of the number of
shares of Common Stock into which such shares of Series D Preferred Stock
could have been converted immediately prior to such consolidation, merger,
sale or conveyance, subject to adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Section 4.  The Corporation shall not enter into any of the transactions
referred to in clause (a) or (b) of the preceding sentence unless provision
shall be made so as to give effect to the provisions set forth in this
Section 4.6.  The provisions of this Section 4.6 shall apply similarly to
successive consolidations, mergers, sales or conveyances.

               4.7  The Corporation shall at all times reserve and keep
available, free from preemptive rights, out of its authorized but unissued
stock, for the purpose of effecting the conversion of the shares of Series D
Preferred Stock, such number of its duly authorized shares of Common Stock as
shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series D Preferred Stock into such Common Stock at any
time (assuming that, at the time of the computation of such number of shares,
all such Common Stock would be held by a single holder).  The Corporation shall
from time to time, in accordance with the laws of the State of Delaware, use its
best efforts to cause the authorized amount of Common Stock to be increased if
the aggregate of the authorized amount of the Common Stock remaining unissued
and the issued shares of such Common Stock in its treasury (other than any
shares of such Common Stock reserved for issuance in any other connection) shall
not be sufficient to permit the conversion of the shares of Series D Preferred
Stock into the Common Stock.  The Corporation covenants that any shares of
Common Stock issued upon conversions of the Series D Preferred Stock shall be
validly issued, fully paid and nonassessable.

               4.8  If any shares of Common Stock which would be issuable upon
conversion of shares of Series D Preferred Stock hereunder require registration
with or approval of any governmental authority before such shares may be issued
upon conversion, the Corporation will in good faith and as expeditiously as
possible cause such shares to be duly registered or approved, as the case may
be.

               4.9  The Corporation shall pay any and all issue or other taxes
that may be payable in respect of any issue or delivery of shares of Common
Stock on conversion of shares of Series D Preferred Stock pursuant hereto.  The
Corporation shall not, however, be required to pay any tax which is payable in
respect of any transfer involved in the issue or delivery of Common Stock in a
name other than that in which the shares of Series D Preferred Stock so
converted were registered, and no such issue or delivery shall be made unless
and


                                       14
<PAGE>


until the person requesting such issue has paid to the Corporation the amount
of such tax, or has established, to the satisfaction of the Corporation, that
such tax has been paid.

               4.10 For purposes of this Section 4, the number of shares of
Common Stock at any time outstanding shall not include any shares of Common
Stock then owned or held by or for the account of the Corporation or any
subsidiary.  The Corporation shall not pay a dividend or make any distribution
on shares of Common Stock held in the treasury of the Corporation.

               4.11 If any action or transaction would require adjustment of the
Common Stock Conversion Rate pursuant to more than one paragraph of this
Section 4, only one adjustment shall be made and each such adjustment shall be
the amount of adjustment that has the highest absolute value.

               4.12 In case:

                    (a)  of a consolidation or merger to which the Corporation
     is a party and for which approval of any stockholders of the Corporation is
     required; or

                    (b)  of the voluntary or involuntary dissolution,
     liquidation or winding up of the Corporation; or

                    (c)  of any Pro Rata Repurchase;

then, in each case, the Corporation shall cause to be mailed, first-class
postage prepaid, to the holders of record of the outstanding shares of Series D
Preferred Stock, at least twenty (20) days prior to the applicable record date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of any distribution or grant of rights or warrants
triggering an adjustment to the Common Stock Conversion Rate pursuant to this
Section 4, or, if a record is not to be taken, the date as of which the holders
of record of Common Stock entitled to such distribution, rights or warrants are
to be determined, or (y) the date on which any reclassification, consolidation,
merger, sale, conveyance, dissolution, liquidation, winding up or Pro Rata
Repurchase is expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, conveyance, dissolution,
liquidation, winding up or Pro Rata Repurchase.  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.

          5.   VOTING.  The shares of Series D Preferred Stock shall have no
voting rights except as required by law except as set forth below:


                                       15
<PAGE>


               (a)  So long as any of the shares of the Series D Preferred Stock
remain outstanding, unless a greater percentage shall then be required by law,
the Company shall not, without the affirmative vote at a meeting or the written
consent with or without a meeting of the holders of the Series D Preferred Stock
representing at least a majority of the aggregate voting power (i) authorize or
issue any stock that is both junior to the Series B Preferred Stock and senior
to or on a parity with the Series D Preferred Stock or (ii) reclassify any stock
that is junior to the Series D Preferred Stock as both junior to the Series B
Preferred Stock and senior to or on a parity with the Series D Preferred Stock.


          6.   LIQUIDATION RIGHTS.

               6.1  Upon the dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of the shares of
Series D Preferred Stock shall be entitled to receive out of the assets of the
Corporation available for distribution to stockholders, in preference to the
holders of, and before any payment or distribution shall be made on, Junior
Stock, the amount of $1,000 per share (the "Liquidation Value"), plus an amount
equal to all accrued and unpaid dividends to the date of final distribution
(whether or not declared).

               6.2  Neither the sale, exchange or other conveyance (for cash,
shares of stock, securities or other consideration) of all or substantially all
the property and assets of the Corporation nor the merger or consolidation of
the Corporation into or with any other corporation, or the merger or
consolidation of any other corporation into or with the Corporation, shall be
deemed to be a dissolution, liquidation or winding up, voluntary or involuntary,
for the purposes of this Section 6.

               6.3  After the payment to the holders of the shares of Series D
Preferred Stock of full preferential amounts provided for in this Section 6, the
holders of Series D Preferred Stock as such shall have no right or claim to any
of the remaining assets of the Corporation.

               6.4  In the event the assets of the Corporation available for
distribution to the holders of shares of Series D Preferred Stock upon any
dissolution, liquidation or winding up of the Corporation, whether voluntary or
involuntary, shall be insufficient to pay in full all amounts to which such
holders are entitled pursuant to Section 6.1, no such distribution shall be made
on account of any shares of any Parity Stock upon such dissolution, liquidation
or winding up unless proportionate distributive amounts shall be paid on account
of the shares of Series D Preferred Stock, ratably, in proportion to the full
distributable amounts for which holders of all Parity Stock are entitled upon
such dissolution, liquidation or winding up.


                                       16
<PAGE>


          7.   CHANGE OF CONTROL

               7.1  In the event that the Corporation becomes aware of a Change
of Control or pending Change of Control, the Corporation shall make an offer
(the "Change of Control Offer") to purchase all of the outstanding shares of
Series D Preferred Stock at a purchase price for each share of Series D
Preferred Stock equal to the Repurchase Price (as hereinafter defined) on the
effective date of such Change of Control (the "Trigger Date").  The Repurchase
Price will be payable (x) in cash, in the case of a Change of Control pursuant
to clause (i) through (iii) of the definition of a Change of Control and (y), at
the Corporation's election, either in cash or in Common Stock, in the case of a
Change of Control pursuant to clause (iv) of the definition of a Change of
Control.  In the event that the Corporation elects to pay the Repurchase Price
in Common Stock, such Common Stock shall be concurrently registered under the
Act and under the securities or blue sky laws of any jurisdiction designated by
any holder of Series D Preferred Stock which accepts the Change of Control
Offer.  The term "Repurchase Price" shall mean, with respect to each share of
Series D Preferred Stock, (x) if paid in cash, 110% of the sum of the
Liquidation Value thereof and any accrued and unpaid dividends thereon to the
date of such purchase, or (y) if paid in Common Stock, 125% of the sum of the
Liquidation Value thereof and any accrued and unpaid dividends thereon to the
date of such purchase.  With respect to each share of Series D Preferred Stock
properly tendered for repurchase, if the Corporation fails to pay the Repurchase
Price upon such tender, the Corporation shall also pay an amount equal to
interest on the amount determined in the above sentence at 12% per annum,
compounded on a quarterly basis, from the date fixed for repurchase to the date
the Repurchase Price is actually paid.  The Change of Control Offer must be made
as soon as practicable and if possible not less than sixty (60) days prior to
the Trigger Date, shall remain open for at least orty (40) and not more than
fifty (50) days (or such longer time as may be required by applicable law or
regulation) and shall comply, to the extent required, with the applicable
requirements of Rule 14e-1 under the Exchange Act and any other applicable
securities laws and regulations.

               7.2  In the event the Corporation is required to make a Change of
Control Offer pursuant to Section 7.1, it shall provide notice of such Change of
Control Offer (the "Notice of Offer") by first class mail, postage prepaid, to
each record holder of the shares of Series D Preferred Stock, at such holder's
address as the same appears on the books of the Corporation.  Each such Notice
of Offer shall state: (i) that the Corporation is offering to purchase all
outstanding shares of Series D Preferred Stock and that such offer is
irrevocable; (ii) the Trigger Date, which will be the date on which any such
purchase will be consummated; (iii) the total number of shares of Series D
Preferred Stock which the Corporation is offering to purchase from such holder;
(iv) the Repurchase Price; (v) the last day on which the Change of Control Offer
may be accepted (the "Expiration Date"), (vi) the place or places where
certificates for shares of Series D Preferred Stock are to be surrendered for
payment of the Repurchase Price and (vii) in the event of a Change of Control
pursuant to clause (iv) of the definition of a Change of Control, the terms,
amount and kind of


                                       17
<PAGE>


consideration paid and the identity, if known by the Corporation, of the
Person or Group of Persons triggering such Change of Control and whether the
Corporation is electing to pay the Repurchase Price in cash or Common Stock.

               7.3  Any holder of outstanding shares of Series D Preferred Stock
may, at its sole option, elect to accept the Change of Control Offer with
respect to all or less than all of such holder's outstanding Series D Preferred
Stock by delivering written notice of such acceptance to the Corporation on or
before the Expiration Date.  On the Trigger Date, the Corporation will pay to
each holder that has accepted the Change of Control Offer the Repurchase Price
for the shares of Series D Preferred Stock which such holder has elected to sell
to the Corporation against delivery (in accordance with the Notice of Offer) of
the certificate or certificates for any shares to so purchased (properly
endorsed or assigned for transfer, if the Corporation shall so require and the
Notice of Offer shall so state).  In case fewer than all the shares represented
by any such certificate are to be repurchased, a new certificate shall be issued
representing the shares which are not purchased, without cost of the holder
thereof, together with the amount of cash, if any, in lieu of fractional shares.

          8.   OTHER PROVISIONS.

               8.1  Shares of Series D Preferred Stock issued and reacquired
will, upon compliance with the applicable requirements of Delaware law, have the
status of authorized but unissued shares of Preferred Stock of the Corporation
undesignated as to series and may with any and all other authorized but unissued
shares of Preferred Stock of the Corporation be designated or redesignated and
issued or reissued, as the case may be, as part of any series of Preferred Stock
of the Corporation, except that any issuance or reissuance of shares of Series D
Preferred Stock must be in compliance with this certificate of designation.

               8.2  The Corporation shall be entitled to recognize the exclusive
right of a Person registered on its records as the holder of shares of Series D
Preferred Stock, and such record holder shall be deemed the holder of such
shares for all purposes.

               8.3  All notice periods referred to herein shall commence on the
date of the mailing of the applicable notice.



                                       18
<PAGE>




          IN WITNESS WHEREOF, Platinum Entertainment, Inc. has caused this
certificate to be signed and attested this 14th day of April 1999.


                                        PLATINUM ENTERTAINMENT, INC.

                                        By:  /s/ Douglas C. Laux
                                           ------------------------------------
                                        Name:   Douglas C. Laux
                                        Title:  Chief Operating Officer
                                                and Chief Financial Officer











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