THE WARRANT REPRESENTED BY THIS WARRANT CERTIFICATE MAY NOT BE OFFERED, SOLD,
EXCHANGED OR TRANSFERRED IN ANY MANNER WHATSOEVER, EXCEPT IN COMPLIANCE WITH
SECTION 4 OF THIS WARRANT CERTIFICATE.

                                                  Warrant to Purchase 200,000
                                                  Shares of Common Stock

Original Issue Date: April 23, 1999

Exercise Price: 200,000 warrants at $5.25 per share

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                      PARADISE MUSIC & ENTERTAINMENT, INC.

      This certifies that Jeffrey Rosen or permitted assigns (collectively
referred to herein as, "the Warrant Holder"), is entitled, subject to Section
2.2 hereof and the other terms and conditions set forth herein, at any time and
from time to time commencing one year after the Original Issue Date set forth
above through the second anniversary of issue date (the "Expiration Date") to
purchase from Paradise Music & Entertainment, Inc., a corporation organized and
existing under the laws of the state of Delaware (hereinafter called the
"Company"), up to 200,000 fully paid and non-assessable shares of Common Stock,
$.01 par value per share, of the Company ("Common Stock") upon surrender of this
Warrant Certificate, at the principal office of the Company, with the
subscription form annexed hereto duly executed by the Warrant Holder or an
authorized representative of the Warrant Holder, and simultaneous payment
therefor in lawful money of the United States of the purchase prices per share
set forth above subject to adjustment as provided below (such amount being
referred to herein as the "Purchase Price"). The number and type of securities
issuable upon exercise of this Warrant are subject to adjustment as provided
below. The Warrant represented by this Warrant Certificate may not be exercised
after 5:00 p.m., New York time, on the Expiration Date.

      13. The Warrant. The Company has duly authorized the issuance of this
Warrant and the Warrant Shares (as defined below), subject to requisite
stockholder approval. This Warrant shall not take effect unless and until
stockholder approval has been obtained..


                                       1
<PAGE>

      14. Exercise.

            14.1 Subject to the provisions of Section 2.2 below, this Warrant
may be exercised as to all or any portion of the shares covered by this Warrant
Certificate at any time and from time to time until 5:00 p.m., New York, New
York time on the Expiration Date, by surrendering this Warrant Certificate at
the then principal office of the Company (currently located at 53 West 23rd
Street, New York, New York 10010) with the subscription form duly executed by
the Warrant Holder or an authorized representative of the Warrant Holder,
together with payment by certified or official bank check or in immediately
available funds of the sum obtained by multiplying (i) the number of shares of
Common Stock as to which this Warrant is being exercised by (ii) the Purchase
Price.

            14.2 This Warrant shall vest and become exercisable on the date
hereof.

            14.3 Upon any exercise of this Warrant as provided in Section 2.1
for less than all of the shares of Common Stock called for on the face of this
Warrant Certificate, this Warrant Certificate shall be surrendered, and (unless
it is after 5:00 p.m., New York, New York time on the Expiration Date) a new
Warrant Certificate of the same tenor, with the same Expiration Date and for the
purchase of the number of such shares of Common Stock not purchased upon such
exercise or any prior exercise shall be issued by the Company to the Warrant
Holder.

            The term "Warrant" as used herein means the Warrant represented by
this Warrant Certificate and any Warrants delivered in substitution or exchange
therefor as provided herein. The term "Warrant Shares" as used herein means as
of any date all shares of Common Stock of the Company or other securities,
properties or rights theretofore issued or at the time issuable upon exercise of
the Warrant.

            14.4 This Warrant shall be deemed to have been exercised immediately
prior to the close of business on the date of surrender for exercise of this
Warrant Certificate (or, in the event this Warrant Certificate is not available,
on the date of surrender of the documents described in Section 6 hereof,
together with a letter containing substantially the information included on the
subscription form attached hereto) as provided above, and the person entitled to
receive the shares of Common Stock or other securities, properties or rights
issuable upon such exercise shall be treated for all purposes as the holder of
such shares, securities, properties or rights of record as of the close of
business on such date. Promptly following such date, the Company shall issue and
deliver to the person or persons entitled to receive the same a stock
certificate or certificates for the full number of shares of Common Stock,
properties or rights issuable upon such exercise.

            14.5 Unless the Warrant Shares are registered under the Securities
Act of 1933, as amended (the "Act"), the certificate or certificates
representing the Warrant Shares shall bear a legend in substantially the
following form:

            The securities represented by this certificate may only be sold,
      exchanged or transferred in compliance with the registration requirements
      of the Securities Act of 1933, as amended (the "Act") or an exemption
      therefrom.


                                       2
<PAGE>

      The Company may require an opinion of counsel, satisfactory to it, in
      connection with any transfer proposed to be made without registration
      under the Act.

            14.6 The Warrant Holder shall have the right at any time after one
year from the date hereof to request that the Warrant Shares be included in one
registration statement filed by the Company other than a registration statement
covering an employee benefit plan and subject to the right on the underwriter of
any offering to request a holdback or limitation on the number of Warrant shares
to be registered. Such registration shall be without expense to the Warrant
Holder.

      15. Payment of Taxes. All shares of Common Stock or other securities
issued upon the exercise of this Warrant pursuant to the terms of this Warrant
Certificate shall be validly issued, fully paid and non-assessable, and the
Company shall pay all issuance taxes and other similar governmental charges that
may be imposed in respect of the issue or delivery thereof, but in no event
shall the Company pay a tax on or measured by the net income or gain attributed
to such exercise; neither shall the Company be required to pay any tax or other
charge imposed in connection with any transfer of this Warrant or any transfer
involved in the issuance of any certificate for shares of Common Stock or other
securities in any name other than that of the Warrant Holder.

      16. Transfer and Exchange.

            16.1 This Warrant is issued upon the following terms, to all of
which the Warrant Holder by the taking hereof consents and agrees:

            (a) subject to the restrictions set forth in paragraph (d) below,
title to this Warrant may be transferred by endorsement (by the registered
holder hereof executing the form of assignment at the end hereof) and delivery
in the same manner as in the case of a negotiable instrument transferable by
endorsement and delivery;

            (b) subject to the restrictions set forth in paragraph (d) below,
any person in possession of this Warrant properly endorsed is authorized to
represent himself as absolute owner hereof and is empowered to transfer absolute
title hereto by endorsement and delivery hereof to a bona fide purchaser hereof
for value;

            (c) this Warrant and all Warrant Shares may be disposed of only in
accordance with the Securities Act of 1933, as amended (the "Act") and the rules
and regulations promulgated thereunder by the Securities and Exchange
Commission. In connection with any such proposed disposition, the Company may
require such holder to furnish an opinion of counsel, satisfactory to the
Company, that the proposed disposition, if effected, will not violate the
registration requirements of the Act; and

            (d) Notwithstanding anything to the contrary contained herein, this
Warrant shall not be sold, assigned, pledged or otherwise transferred except
with the prior written consent of the Company and any purported transfer in
violation of this clause shall be void and of no force or effect.


                                       3
<PAGE>

            16.2 Until any permitted transfer is effected on the books of the
Company, the Company may treat the prior holder hereof as the absolute owner
hereof for all purposes, notwithstanding any notice to the contrary.

      17. Certain Adjustments of Purchase Price and Number of Share

            17.1 Adjustment for Stock Splits, Reverse Splits, Stock Dividends,
Reclassification. Recapitalizations, etc. If at any time or from time to time
after the Original Issue Date the Company shall increase or decrease the number
of outstanding shares of Common Stock, by means of any stock dividend, stock
split, reverse split, subdivision, combination or reclassification of shares,
recapitalization or other similar event, then, in each such event, the Purchase
Price shall, simultaneously, with the happening of such event, be adjusted by
multiplying the then Purchase Price, by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding immediately prior to such
event and the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such event, and the product so obtained shall
thereafter be the Purchase Price as then in effect. The Purchase Price, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described herein in this Section 5. 1. The holder of
this Warrant shall thereafter, on the exercise hereof, be entitled to receive
that number of shares of Common Stock determined by multiplying the number of
shares of Common Stock which would otherwise (but for the provisions of this
Section 5. 1) be issuable on such exercise by a fraction of which (i) the
numerator is the Purchase Price which would otherwise (but for the provisions of
this Section 5. 1) be in effect, and (ii) the denominator is the Purchase Price
in effect on the date of such exercise.

            17.2 Adjustment for Reorganization, Merger, Consolidation or
Disposition of Assets. If at any time or from time to time after the Original
Issue Date the Company shall reorganize its capital (other than in a
recapitalization as to which an adjustment is made pursuant to Section 5.1
above), consolidate, amalgamate or merge with or into another corporation (as a
result of which the Company is not the surviving corporation), or sell, transfer
or otherwise dispose of all or substantially all of its property, assets or
business to another entity and, pursuant to the terms of such reorganization,
merger, amalgamation or consolidation, shares of common stock of the successor
or acquiring entity, or any cash, shares of stock or other securities or
property of any nature whatsoever (including warrants or other subscription or
purchase rights) in addition to or in lieu of common stock of the successor or
acquiring entity ("Other Property"), are to be received by or distributed to the
holders of Common Stock of the Company, then the Warrant Holder shall have the
right thereafter to receive, upon any present or future exercise of this Warrant
and payment of the Purchase Price as provided for herein, the number of shares
of common stock of the successor or acquiring entity or of the Company, if it is
the surviving corporation, and Other Property received upon or as a result of
such reorganization, merger, amalgamation or consolidation by a holder of the
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization, merger,
consolidation or disposition of assets, the successor or acquiring entity (if
other than the Company) shall expressly assume the due and punctual observance
and performance of each and every covenant and condition of this Warrant to be
performed and observed by the Company and all


                                       4
<PAGE>

of the obligations and liabilities hereunder, subject to such modifications as
may be deemed appropriate (as determined by resolution of the Board of Directors
of the Company) in order to provide for adjustments of shares of the Common
Stock for which this Warrant is exercisable which shall be as nearly equivalent
as practicable to the adjustments provided for in this Section 5. The foregoing
provisions of this Section 5.2 shall similarly apply to successive
reorganizations, amalgamations, mergers, or consolidations.

      18. Loss or Mutilation. Upon receipt by the Company of evidence
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and (in the case of loss, theft or
destruction) of indemnity satisfactory to it, and (in the case of mutilation)
upon surrender and cancellation thereof, the Company will execute and deliver in
lieu thereof a new Warrant Certificate of like tenor.

      19. Reservation of Common Stock. The Company shall at all times reserve
and keep available for issue upon the exercise of this Warrant such number of
its authorized but unissued shares of Common Stock as will be sufficient to
permit the exercise in full of this Warrant.

      20. Notice. All notices and other communications shall be deemed validly
given, made or served if in writing and delivered (as of such delivery) or sent
by certified mail (as of three days after deposit in a United States post
office), postage prepaid, return receipt requested, or by facsimile or overnight
courier service, charges prepaid (as of the date of confirmation of receipt):
(i) if to the Warrant Holder, to the address or telecopy number furnished to the
Company in writing by the last holder of this Warrant who shall have furnished
an address or telecopy number to the Company in writing; or (ii) if to the
Company, to the address set forth in Section 2.1 hereof or to such other address
or telecopy number furnished in writing by the Company to the Warrant Holder.

      21. Change: Waiver. Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.

      22. No Rights or Liability as a Stockholder. Except as otherwise expressly
provided herein, no holder, as such, of this Warrant shall be entitled to vote
or receive dividends or be deemed a stockholder of the Company for any purpose,
nor shall anything contained in this Warrant be construed to confer upon the
holder hereof, as such, any of the rights of a stockholder of the Company or any
right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, or receive
dividends or subscription rights, prior to the issuance to the holder of this
Warrant of the Common Stock or other securities which he is then entitled to
receive upon the due exercise of this Warrant.

      23. Heading. The headings in this Warrant are for purposes of convenience
in reference only and shall not be deemed to constitute a part hereof or to
affect the interpretation of any provision of this Warrant.


                                       5
<PAGE>

      24. Governing Law. This Warrant shall be construed and enforced in
accordance with and shall be governed by the laws of the state of New York
(without reference to its rules as to conflicts of laws).

                                        PARADISE MUSIC & ENTERTAINMENT, INC.


                                        By:_____________________________________
                                           Name:
                                           Title:


                                       6
<PAGE>

                                     WARRANT
                                SUBSCRIPTION FORM
                 (To be executed only upon exercise of Warrant)

      The undersigned holder of this Warrant Certificate irrevocably elects to
exercise the right, represented by this Warrant Certificate, to purchase
__________ [insert number of shares] shares of Common Stock of Paradise Music &
Entertainment, Inc., and herewith tenders payment therefor in the amount of
$___________ [insert purchase price], all in accordance with the terms of this
Warrant Certificate. The undersigned requests that a certificate for such
securities be registered in the name of _____________________ whose address is
___________________.

Date: ________________


                                        ________________________________________
                                         (Signature of Holder)

                                        ________________________________________
                                         (Street Address)

                                        ________________________________________
                                         (City)         (State)         (Zip)

                                        ________________________________________
                                         (Social Security Number/Federal Tax
                                         Identification No.)
<PAGE>

                                     WARRANT
                               FORM OF ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned holder of this Warrant hereby sells,
assigns and transfers unto the Assignee named below all of the rights of the
undersigned under the within Warrant, with respect to the number of shares of
Common Stock set forth below:

Name of Assignee             Address                       Number of Shares
----------------             -------                       ----------------


and does hereby irrevocably constitute and appoint ___________ attorney to make
such transfer on the books of Paradise Music & Entertainment, Inc., maintained
for the purpose, with full power of substitution in the premises.


                                        Date:___________________________________

                                        Signature_______________________________

                                        Witness_________________________________